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				April 8, 2005

By U.S. Mail and Facsimile to (212) 504-6666

James J. Johnson, Esq.
Chief Legal Officer and Secretary
The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, Ohio 45202

Richard K. Willard, Esq.
Senior Vice President and General Counsel
The Gillette Company
Prudential Tower Building
Boston, Massachusetts 02199

	Re:	The Procter & Gamble Company
      Form S-4 filed March 14, 2005
      File No. 333-123309
       and
Form 10-K for the fiscal year ended June 30, 2004
      File No. 1-00434

Dear Messrs. Johnson and Willard:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, 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 S-4 filed March 14, 2005

General

1. Update the historical and pro forma financial statements, as
necessary, to comply with Rules 3-12 and 11-02(c) of Regulation S-
X
at the effective date.

2. Please provide updated consents as appropriate in your
registration statement.

3. We note that A.G. Lafley provided an interview regarding the
merger for the Fortune article titled "It was a no-brainer," dated
February 21, 2005.  Please file this written communication under
Rule
425. See Regulation M-A telephone interpretation B.14 in the July
2001 Supplement to the Division of Corporation Finance`s Manual of
Publicly Available Telephone Interpretations.

4. We note that written communications under Rule 425 were filed
after you filed the registration statement under Gillette`s
Exchange
Act file number. Subsequent to the filing of the registration
statement, Rule 425 filings should be made under the Securities
Act
file number of the Form S-4. See Regulation M-A telephone
interpretation B.12 in the July 2001 Supplement to the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations.

5. Confirm that you will file with us all materials used to aid in
the solicitation of proxies. See Rule 14a-6(c) of the Proxy Rules.
In
addition, please disclose whether you will engage any e-brokers.

The Merger, page I-1

Summary, page I-3

6. We note that members of Gillette`s board and management will
receive substantial benefits as a result of the merger. Where you
include the board`s recommendation, disclose with equal prominence
that board members will directly benefit from the merger. Make
similar revisions in all applicable places in the registration
statement.

7. Please disclose the approximate cost of the transaction,
including
merger related transaction costs.

8. Tell us what consideration you gave to describing the buyback.
We
note your press release dated January 28, 2005 stating "P&G and
its
subsidiaries plan to buy back $18 to $22 billion of P&G`s common
stock during the next 12 to 18 months. Over time, this will
essentially result in a total financial impact on the company as
if
the deal were structured with approximately 60% stock and 40%
cash."

9. Please explain the material differences between Gillette and
Procter & Gamble shareholder rights. See Item 4(a)(4) of Form S-4.

What Gillette Shareholders Will Receive in the Merger, page I-3

10. Disclose that since the exchange ratio is fixed, there will be
no
upward adjustment to compensate for any decline in the value of
Procter & Gamble`s stock. Also disclose that there may be a
substantial period of time between the shareholder meetings and
the
closing date.

Shareholder Votes Required, page I-4

11. Please disclose the number of shares to be voted in favor of
the
transaction by agreements, arrangements or understandings with any
other shareholders. For example, if there is any such
understanding
with Warren Buffet or Berkshire Hathaway, please disclose this.

Material Federal Income Tax Consequences of the Merger, page I-8

12. You must clearly provide current disclosure regarding the tax
consequences of the transaction to investors. Please delete the
words
"expected" and "generally" in the first sentence. Please also
remove
the second sentence in the third paragraph.  Note that we do not
object to your statement that investors should consult their tax
advisors.

Interests of Certain Persons in the Merger, page I-8

13. Quantify in dollars the aggregate amount of compensatory
payments
and all other benefits that all executive officers, directors and
key
employees will receive as a result of the transaction. Also,
quantify
the reimbursement of excise taxes to be paid to directors,
officers
and key employees.  Provide this information on an individual and
group basis. Disclose that James Kilts, as a board member, voted
to
approve the transaction.

14. Disclose that James Kilts will serve as a vice chairman of
Procter & Gamble for at least one year following consummation of
the
merger and will also join the Procter & Gamble board of directors.

15. If any Procter & Gamble officers or directors will receive any
compensation, fees, bonuses, stock options or vesting of stock
options in connection with the transaction, please disclose this
here.

Comparative Per Share Information, page I-11

16. Please refer to Item 3(f) of Form S-4 and the instructions to
that paragraph.  You have not provided equivalent pro forma per
share
data reflecting the exchange ratio of 0.975.  We assume that you
are
not providing this information because you do not consider the
equivalent pro forma per share data for Gillette shareholders and
the
pro forma per share data for Procter & Gamble shareholders to be
materially different.  If true, provide us with support for your
conclusion and revise your filing to clearly indicate your
approach.
Otherwise, please revise your filing to provide the equivalent pro
forma per share data for Gillette shareholders.

Risk Factors, page I-14

17. Some of the risk factor headings and text do not specify the
resulting risk.  Please specifically tailor your risk factors so
that
they apply to your companies in particular. Please revise and in
future exchange act filings make similar revisions in your risk
factors.

18. Please avoid language in risk factors like "adverse effect."
Instead, please state what the specific impact will be on your
financial condition or results of operations. Please revise and in
future exchange act filings make similar revisions in your risk
factors.

19. Some of your risk factors use language like "we cannot give
any
assurance" or "no assurance can be given." Please delete this
language; the real risk is not your inability to offer assurance,
but
the condition described. Please also make similar revisions in
your
future exchange act filings.

20. Please provide the information investors need to assess the
magnitude of the risk. For example, under:
* "Gillette Shareholders Will Have a Reduced Ownership," disclose
the
percentage ownership and voting interests of Gillette
shareholders.
* "The Combined Company Will Incur Significant Transaction and
Merger-Related Costs," describe the costs in greater detail. Also
describe your plans to reduce the workforce and the restructuring
charges that would result from this reduction and your plans to
achieve other synergies. We note that you expect a negative impact
on
earnings in the two years following the merger. Please quantify
and
describe this impact.
* "The Merger May Cause Dilution," quantify the potential dilution
to
Procter & Gamble shareholders.
* "Certain Directors and Executive Officers of Gillette," describe
and quantify the interests that the Gillette directors and
executive
officers will receive in connection with the transaction.
21. Please add a risk factor that changes in your credit ratings
could adversely affect the costs and expenses of the combined
company. We note that credit rating agencies have notified you
that
because Procter & Gamble is expected to borrow to finance the $22
billion buyback, both companies are under a review for a possible
downgrade.

The Proposed Merger, page I-19

Background of the Merger, page I-19

22. Please provide details regarding the substance and timing of
all
material offers and counteroffers during the course of the merger
negotiations. For example, please disclose the offer of $55 per
share
during the November 5, 2004 telephone conversation between Messrs.
Kilts and Lafley.

23. Describe any contacts, negotiations or agreements relating to
Procter & Gamble`s $22 billion buyback. Disclose whether you
considered a stock and cash structure and, if so, why you decided
that a stock transaction with a buyback was a better alternative.

24. We note that Goldman Sachs and UBS made presentations to the
Gillette board on October 21, 2004.  Please include disclosure
that
addresses the timing and circumstances of their engagement as
financial advisors.  Please also explain why Gillette hired two
financial advisers, particularly since it appears that they did
not
conduct separate analyses.

25. Describe Mr. Buffett`s role in any negotiations or agreements.
For example:
* Disclose whether Mr. Buffett made any recommendations regarding
"appropriate value" or the structure of the transaction during the
meeting with Messrs. Lafley and Daley on December 17, 2004.
* Disclose the discussions with the parties and Mr. Buffett
regarding
his purchase of additional shares of Gillette or Procter & Gamble
following the merger announcement. Disclose when these discussions
occurred and who initiated this discussion.
* Describe any material agreement, arrangement or understanding,
whether written or oral, between Procter & Gamble or its
affiliates
and Mr. Buffett. For example, describe any arrangements relating
to
the termination of the purchase agreement between Gillette and
Berkshire Hathaway dated July 20, 1989.

26. Please describe the material non-public information that was
provided to Mr. Buffett, and disclose whether he agreed to keep
this
information confidential.  We note your disclosure that he
consented
to receive this information.

27. We have viewed the video clip of Mr. Buffett on Procter &
Gamble`s website and note also that this interview is included in
the
transcripts of several presentations about the merger that have
been
filed as Rule 425 prospectuses.  Please tell us your views about
whether Mr. Buffet is participating in the solicitation of proxies
within the meaning of Rule 14a-1(l).  We may have additional
comments
when we review your response.

28. Please explain what occurred during the meeting with Mr.
Buffett
on December 17, 2004 and the discussions with Henry Paulson on
January 4, 2005, which caused Procter & Gamble to re-open
discussions
and offer additional consideration. Please discuss why Messrs.
Lafley
and Daley met with Mr. Buffett on December 17, given that they had
informed Procter & Gamble`s outside directors that discussions
between the parties had terminated.  Please also discuss why
Goldman
Sachs called to request that Procter & Gamble reconsider its
position.  Was Goldman requested or authorized to do so by
Gillette`s
board or management?

29. On page I-25, you sate that Procter & Gamble`s board
considered
"the alternatives to completing a transaction with Gillette" at
its
meeting on January 27.  Please elaborate on what these
alternatives
were.

Factors Considered by. . . Procter & Gamble, page I-27

30. Please discuss the risks that Procter & Gamble considered in
specific terms and for each of the factors discussed, disclose how
each factor either supported or did not support your decision to
approve the merger.  For example, you state that one of the
factors
is "information concerning the financial performance and
condition,
results of operations, asset quality, prospects and businesses of
each of Procter & Gamble and Gillette as separate entities and on
a
combined basis," but you do not explain how this information
impacted
the board`s decision.

31. You identify the opinion of Merrill Lynch as being one of the
material factors Procter & Gamble considered in making its
recommendation to shareholders.  Merrill Lynch reviewed a January
26
draft of the merger agreement.  Disclosure on page I-24 states
that
as of January 25, there were "significant open issues" and that
the
Gillette board was not prepared to approve the transaction until
these issues were resolved.  Please clarify the nature of these
issues and whether the January 26 draft of the merger agreement
reflects their resolution.  If it did not, please discuss whether
the
merger agreement that Merrill Lynch reviewed differs in any
material
respect from the final merger agreement.  If there are differences
in
any material terms, please discuss what impact this had on the
Procter & Gamble board`s consideration of the Merrill Lynch`s
opinion.

32. Please address what consideration the Procter & Gamble board,
and
under the heading "Factors Considered by . . . Gillette," what
consideration the Gillette board gave to the possibility that the
companies would be required to divest assets in order to obtain
the
approval of regulatory authorities under applicable antitrust laws
to
the completion of the transaction.  Please also include
disclosure,
here and elsewhere as necessary, that describes the extent to
which
any divestiture was or was not taken in to account as the parties
contemplated the "Expected Synergies" that are expected to result
from the merger.   Please clarify as well whether each of the
financial advisors considered this possibility.  Finally, please
disclose whether, if divestitures are necessary, the parties will
obtain new fairness opinions.  In this regard, we note that none
of
the financial advisors has undertaken to update its opinion.

Material Federal Income Tax Consequences of the Merger, page I-31

33. Please revise the sentence in the first paragraph that the
discussion is a "general discussion." This may imply that
investors
are not entitled to rely on this information.

34. It is unclear whether you are doing a short-form or a long-
form
opinion.  If this is a short-form opinion, then you must indicate
here that the discussion is the opinion of counsel.

35. Please remove language under "General" on page I-32 that it is
"anticipated" that the merger will qualify as a reorganization and
that the discussion "assumes" that the merger will so qualify.

36. Please disclose that you will recirculate and resolicit if one
or
both of the tax opinions to be delivered at closing are not
delivered.

Repurchase of Common Stock, page I-36

37. Please disclose when you began the buyback and how many shares
you have purchased under the program to date.

Opinions of Financial Advisors, page I-39

38. Disclose under each of the opinions that the financial
advisors
have consented to use of the opinions in the document.

39. Supplementally provide us with the projections and Expected
Synergies exchanged among and relied upon by the parties. Please
also
summarize this information and the underlying assumptions in the
registration statement.

40. Supplementally provide us with all materials, including the
board
book, provided by the financial advisors to Procter & Gamble and
Gillette. We may have additional comments following our review of
these docu