Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
CLARK R KERRY
  2. Issuer Name and Ticker or Trading Symbol
PROCTER & GAMBLE CO [PG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice COB-PG Family Health
(Last)
(First)
(Middle)
ONE PROCTER AND GAMBLE PLAZA
3. Date of Earliest Transaction (Month/Day/Year)
01/30/2006
(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 01/30/2006   M   53,016 A $ 29.8768 223,835.96 D  
Common Stock 01/30/2006   F   10,293 D $ 59.325 213,542.96 D  
Common Stock 01/30/2006   F   26,700 D $ 59.325 186,842.96 D  
Common Stock               10,068.24 (1) I By Retirement Plan Trustees
Common Stock               1,794 I Cust. Acct. for Alissa (2)
Common Stock               1,794 I Cust. Acct. for Heather (3)

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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 (4) 12/31/2005(5)   A V 6.52     (6)   (6) Common Stock 6.52 (7) 9,944.59 I By Retirement Plan Trustees
Stock Option (right to buy) $ 29.8768 01/30/2006   M     53,016 02/28/1997 02/28/2007 Common Stock 53,016 $ 29.8768 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CLARK R KERRY
ONE PROCTER AND GAMBLE PLAZA
CINCINNATI, OH 45202
  X     Vice COB-PG Family Health  

Signatures

 Adam Newton as Attorney-in-Fact for R. KERRY CLARK   02/01/2006
**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) Balance of Common Stock in Reporting Person's The Procter and Gamble Profit Sharing Trust and Employee Stock Ownership Plan accou nt as of December 31, 2005.
(2) By Norah J. Clark as Custodian for daughter, Alissa.
(3) By Norah J. Clark as Custodian for daughter, Heather.
(4) Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.
(5) Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 10/1/0 5 through 12/31/05.
(6) 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.
(7) Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.

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