SecProbe.io

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Please direct replies to zip code 20549-0510

January 14, 2005

via U.S. mail and facsimile

Mr. A.G. Lafley
Chairman of the Board, President and Chief Executive
The Procter & Gamble Company

Re:	Form 10-K for the fiscal year ended June 30, 2004
	Form 10-Q for the period ended September 30, 2004
      File No. 1-00434

Dear Mr. Lafley:

We have reviewed these filings and have the following comments.
If
you disagree with a comment, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the year ended June 30, 2004

General

1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  These revisions should be
included in your future filings.

2. We note your presentation of diluted EPS in a bar chart titled
"Additional Earnings Information" in your Annual Report.  You
appear
to be presenting a non-GAAP measure in this chart, since you are
showing what your EPS would have been if you had not recorded
restructuring charges.  Please tell us how you determined that
this
presentation complies with Item 10(e) of Regulation S-K and
Question
11 of Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures.  Alternatively, please confirm to us that you
will not use this measure in future filings.

Management Discussion and Analysis

Segment Results

3. We note your presentation of results of operations analyzes
changes in net sales and net income for each of your reportable
segments.  It is not clear to us that this presentation meets the
objectives of Item 303(a) of Regulation S-K and the guidance in
Release 33-8350.  In order to help us better understand your
presentation, please provide us with the following information:
* It is unclear to us what measure of profit or loss you use to
evaluate your reportable segments.  We assume from disclosures in
Note 12 and the introduction to the Segment Results portion of
MD&A
that you use before-tax earnings, including a full consolidation
of
your equity method investees while excluding interest expense and
the
other costs you have specified are included in your Corporate
Segment.  Please confirm our assumption.  If incorrect, please
tell
us what measure of profit or loss you use to evaluate segments.
Please clarify the measure of profit or loss utilized in your
segment
footnote.
* Your MD&A overview indicates that you look at profit margin when
evaluating the results of your reportable segments.  However, we
did
not see a segmental discussion of profit margin in your MD&A.
Please
tell us how you determined that such a discussion was not
necessary.
We remind you that your MD&A analysis should provide your readers
with a view of the company through the eyes of management.

Financial Condition - Long-Term and Short-Term Debt

4. We note your discussion of financial covenants related to your
bank credit facilities under Liquidity.  If applicable, please
provide a similar disclosure for any significant financial
covenants
related to your long-term debt agreements.

5. We assume that you were in compliance with all long-term debt
covenants at June 30, 2004. Please consider providing an
affirmative
statement to that effect, as we believe that it provides important
information to your readers.

Significant Accounting Policies and Estimates-Goodwill and
Intangible
Assets

6. Confirm to us and revise your disclosures to clarify that you
assess your indefinite-lived intangible assets for impairment
separately from goodwill in accordance with paragraph 17 of SFAS
142
and EITF 02-7.  Please also revise Note 1 to your financial
statements in a similar manner.

Financial Statements

Note 11 - Commitments and Contingencies - Litigation

7. We note your conclusion that the current lawsuits and claims
will
not materially affect your financial condition.  Please expand
this
assessment to address whether the lawsuits and claims will have a
material adverse effect on your results of operations.

Note 13-Quarterly Results

8. Please disclose gross profit as required by Item 302(a)(1) of
Regulation S-K.

Form 10-Q for the period ended September 30, 2004

Note 3-Segment Information

9. We note the realignment of your segments in the first fiscal
quarter of 2005.  Although it is not clear to us that this
realignment meets the criteria specified in SFAS 131, we note your
commitment in the June 30, 2004 Form 10-K to continue to
supplementally provide information on the results of each
reportable
segment that existed at that year end.  We further note that you
have
provided information on each of the five segments in your segment
footnote and separately addressed each of the five segments in
your
business segment discussion in MD&A.  Please confirm to us that
you
will continue to provide this level of detail in your segment
footnote and MD&A discussions in future filings.  If you do not
plan
to continue to provide this level of detail in the future, please
provide us with a reasonable level of detail to demonstrate how
your
realignment of segments meets the criteria in paragraphs 17-19 of
SFAS 131.  Your response should specifically demonstrate that the
combined segments have similar long term average gross margins,
along
with the other criteria specified in paragraph 17.

	*	*	*	*

Please respond to these comments within 10 business days, or tell
us
when you will provide us with a response.  Please provide us with
a
supplemental response letter that keys your responses to our
comments
and provides any requested supplemental information.  Detailed
letters greatly facilitate our review.  Please file your
supplemental
response on EDGAR as a correspondence file.  Please understand
that
we may have additional comments after reviewing your responses to
our
comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

If you have any questions regarding these comments, please direct
them to Jennifer Thompson, Staff Accountant, at (202) 824-5259 or,
in
her absence, to the undersigned at (202) 824-5373.

Sincerely,

John Cash
Accounting Branch Chief

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The Procter & Gamble Company
Forms 10-K and 10-Q
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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