FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * JOHNSON JAMES J   2. Issuer Name and Ticker or Trading Symbol PROCTER & GAMBLE CO [PG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Legal Officer (Last) (First) (Middle) ONE PROCTER AND GAMBLE PLAZA 3. Date of Earliest Transaction (Month/Day/Year) 02/28/2005 (Street) CINCINNATI, OH 45202 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               327,344 D   Common Stock               66,008.8647 (1) I By Retirement Plan Trustees Common Stock               1,032 I By Son, Bradley Common Stock               8,864 I By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

(2)

09/30/2004(3)

A

V

128.7698

(4)

(4)

Common Stock

128.7698

(5)

17,339.8216

I

By Retirement Plan Trustees

Series A Preferred Stock

(2)

12/31/2004(6)

A

V

17.8509

(4)

(4)

Common Stock

17.8509

(5)

17,357.6725

I

By Retirement Plan Trustees

Stock Option (right to buy)

$ 53.595

02/28/2005

A

79,299

02/28/2008

02/28/2015

Common Stock

79,299

(7)

79,299

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JOHNSON JAMES J ONE PROCTER AND GAMBLE PLAZA CINCINNATI, OH 45202			Chief Legal Officer

Signatures

JAMES J. JOHNSON		03/02/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Between 7/1/04 and 12/31/04, reporting person acquired 1449.6476 shares of Common Stock under Issuer's Profit Sharing Trust and E mployee Stock Ownership Plan.
(2)	Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.
(3)	Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 7/1/04 through 9/30/04.
(4)	Shares held by Retirement Plan Trustees. If officer terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.
(5)	Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.
(6)	Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 10/1/0 4 through 12/31/04.
(7)	Employee stock option granted under Issuer's 2001 Stock and Incentive Compensation Plan.

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