SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
				May 5, 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
      Amendment No. 1 to Form S-4 filed April 22, 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/A filed April 22, 2005

General

1. We note from Exhibit 21 to Procter & Gamble`s Form 10-K for the
fiscal year-ended June 30, 2004, that it has a foreign subsidiary
in
Cuba - Procter & Gamble Commercial de Cuba, S.A.  In view of the
fact
that Cuba has been identified by the U.S. State Department as a
state
sponsor of terrorism, and is subject to economic sanctions
administered by the U.S. Treasury Department`s Office of Foreign
Assets Control, please advise us of the materiality to the company
of
its operations in Cuba, and give us your view as to whether those
operations constitute a material investment risk for your security
holders.

We note from Procter & Gamble`s website that it recruits from
Syria,
and that Procter & Gamble Egypt exports to Syria.  Please describe
for us your recruiting and export operations relating to Syria,
including the financial significance of those operations to the
company.  In view of the fact that Syria has been identified by
the
U.S. State Department as a state sponsor of terrorism, and is
subject
to economic sanctions administered by the U.S. Treasury
Department`s
Office of Foreign Assets Control, please advise us of the
materiality
to the company of your contacts with Syria, and give us your view
as
to whether those contacts constitute a material investment risk
for
company and/or Gillette security holders.

We also note from Gillette`s website that it recruits from Iraq
and
Iran.  Please describe for us Gillette`s recruiting activities
relating to Iran, including the financial significance of those
activities.  In view of the fact that Iran has been identified by
the
U.S. State Department as a state sponsor of terrorism, and is
subject
to economic sanctions administered by the U.S. Treasury
Department`s
Office of Foreign Assets Control, please advise us of the
materiality
to Gillette of its contacts with Iran, and give us your view as to
whether those contacts constitute a material investment risk for
company and/or Gillette security holders.  Advise us also whether
Gillette recruited from Iraq during the time that country was
subject
to US economic sanctions, and/or identified by the US State
Department as a state sponsor of terrorism.  If Gillette recruited
from Iraq during that period, please provide the same type of
information regarding that recruiting activity as requested with
regard to Gillette`s recruiting activity in Iran.

In preparing your response to this comment, please consider that
evaluations of materiality should not be based solely on
quantitative
factors, but should include consideration of all factors,
including
the potential impact of corporate activities upon a company`s
reputation and share value, that a reasonable investor would deem
important in making an investment decision.

The Merger, page I-1

Summary, page I-3

2. We note your response to prior comment 7. Please disclose that
the
transaction is valued at approximately $57 billion. Also, please
disclose that in addition to merger-related costs of $155 million,
James Kilts and other executive officers will receive
approximately
$176 million in severance and change in control benefits.

3. We note your response to prior comment 8. However, please
describe
the buyback and the financial impact on the company in the
summary.
Furthermore, if the buyback is material to your Expected Synergies
or
Gillette`s Synergies, please disclose this. Disclose whether
Procter
& Gamble is legally or contractually obligated to repurchase its
shares.

Risk Factors, page I-16

4. We note your responses to prior comments 17-19 that the company
does not currently include risk factors in its Exchange Act
filings.
However, the language you use in the introductory paragraph, that
shareholders should consider "the following factors, in addition
to
those factors discussed in the other documents..." suggests that
risks are discussed in the documents you incorporate by reference,
even if, as your supplemental response suggest, they are not set
apart in a risk factors section written in plain English in those
documents.  Please revise this introductory language to clarify
that
you discuss all material risks in this section.  We would
anticipate
that this would include any material business risks relating to
the
combined companies in this section.  If you intend to incorporate
risk factor disclosure from your Form 10-K or other filings, that
disclosure must be written in plain English and clearly address
material risks as such. See Staff Legal Bulletin No. 7A.
Otherwise,
the risk factor disclosure should appear in the prospectus.

The Proposed Merger, page I-21

Background of the Merger, page I-21

5. We note your response to prior comment 22. However, we note in
the
Fortune article that A.G. Lafley was quoted as saying "On that
first
day when Jim called, I asked him if he had a price in mind. He
said
the usual things about a fair price. He said, "Not $60. But not
$50."
I said, "Jim, I can do the math. Are you thinking $55 a share?"
Please clarify whether offers or counteroffers were discussed
during
this telephone call.

6. We note your response to prior comment 27.  It does not appear
that the communications by Mr. Buffett fit within the exclusion
from
the definition of solicitation found in Rule 14a-1(l)(2)(iv).  The
exclusion applies to "a communication by a security holder who
does
not otherwise engage in a proxy solicitation."  We do not agree
that
a security holder who is providing its views on a solicitation to
a
participant in the solicitation in order for that participant to
publish or use the communication as part of its solicitation is
eligible to rely on the exclusion.  In this regard, we note that
Mr.
Buffett provided his comments on the proposed transaction to the
company at its request and with the knowledge that such comments
would be rebroadcast and published by the company for use in its
solicitation.  Accordingly, it would appear that Mr. Buffett may
be a
participant in the solicitation, absent an applicable exemption.
Please advise.

Factors Considered by, and Recommendation of, the Board of
Directors
of Procter & Gamble, page I-29

7. If the board contemplated any particular time frame for the
cost
and revenue synergies to be achieved, please disclose this.
Information on page 7 of the board book prepared by Merrill Lynch
suggests this may have been the case.

Recent Developments, page I-39

8. Articles in the recent press indicate that the interest of the
Securities Division of the Secretary of the Commonwealth of
Massachusetts is in the fairness of the transaction and the
information they are seeking relates to the fairness opinions.
When
you update your disclosure about the status of the Division`s
inquiries, please make this clear. The discussion currently
focuses
only on requests for documents.

Opinions of Financial Advisors, page I-42

9. We reissue prior comment 39. Please summarize the material
projections that the parties exchanged.

10. We have several comments related to the disclosure of
synergies
contemplated by the boards and the financial advisors, as follows:

* Please clarify, if true, that the "Expected Synergies"
contemplated
by Merrill Lynch are the same as the $10-$11 billion of cost
synergies and the $4-5 billion of revenue synergies that the
Procter
& Gamble board considered.

* Please clarify, if true, that the "Synergies" contemplated by
Goldman and UBS are the same as the $1.05 billion of after-tax
synergies they used when they conducted the pro forma merger
analysis.  Please also clarify, if true, that the amount and
timing
of the synergies that the Gillette board contemplated in
recommending
the transaction to shareholders is this $1.05 billion.

* Please disclose, if true, that the boards believed that the
synergies were reasonably prepared and reflected the best
currently
available estimates and judgments of the management at the time
they
were prepared.  We note that the financial advisors made
assumptions
to this effect, with the consents of the boards.

* If known, please explain why the amount of the "Expected
Synergies"
varies so substantially from the amount of the "Synergies."  In
this
regard, we note that the Synergies were prepared by managements of
both Procter & Gamble and Gillette.

* We understand, based on your response to prior comment 39 that
teams at both companies are currently working to further
substantiate
synergy projections and assumptions.  Please elaborate, in the
filing, why this is necessary.  If the synergy projections and
assumptions that are disclosed in this filing are no longer
believed
to be accurate or have changed in any material way, please
disclose
this.

* Please also tell us, with a view toward disclosure, how you will
address material changes in your assumptions or synergy
projections
that take place after the filing is effective, or after
shareholders
vote on the transactions.  We note that the synergies disclosed in
the filing underlie the boards` recommendations to the
shareholders,
as well as the financial advisor opinions, which we understand
will
not be updated prior to the merger.

Opinion of Procter & Gamble`s Financial Advisor, page I-42

11. Ensure that the filing addresses all of the analyses that were
conducted by Merrill Lynch and presented to the board.  For
example,
we did not see a discussion of the information set forth on page
5,
and pages 14 through 18 of Merrill Lynch`s materials.  In
addition,
only the Sum of the Parts and Discounted Cash Flow analyses that
appear in the summary of the valuation analyses on page 8 of the
materials appear in the discussion.  Finally, please reconcile for
us
the amounts you disclose under Pro Forma Merger Analysis with
information on page 16 of the materials.  Although the information
on
page 16 of the board book appears to be within the ranges
disclosed
in the filing, it is not clear that Merrill performed this
analysis
in a way that resulted in ranges of pro forma information.

12. Please consider presenting the information in the "Relative
Contribution Analysis" in tabular format.

13. We reissue prior comment 41. Please disclose the contemplated
fee
to be paid to Merrill Lynch in connection with the merger.  If the
fee will be determined according to a formula or identified
criteria,
please disclose this and explain when the amount of the fee will
be
calculated and supplementally provide us a copy of the engagement
letter.
Interests of Certain Persons in the Merger, page I-62

14. We note your response to prior comment 44. However, please
also
quantify the value of James Kilts` Procter & Gamble options,
restricted shares, and long term incentive plan benefits or tell
us
where those values are included in the table.

The Merger Agreement, page I-68

15. We have read your "Explanatory Note..." that precedes your
description of the merger agreement.  Please note that investors
are
entitled to rely upon disclosures in your publicly filed
documents,
including disclosures regarding representations and warranties
contained in a merger agreement.  Please revise your subheading
and
the second sentence accordingly.

We note your statements "The public disclosure of Procter & Gamble
and Gillette are those as are set forth in their respective public
reports filed with the SEC. The merger agreement, although
included
as an appendix to this joint proxy statement/ prospectus, is not
intended to change or supplement the disclosures in the public
reports filed with the SEC."  The merger agreement was filed as an
exhibit to a publicly filed document. Please revise as appropriate
to
remove the implication that the referenced merger agreement and
the
summary thereof does not constitute a public disclosure. Please be
advised that notwithstanding the inclusion of a general
disclaimer,
you are responsible for considering whether additional specific
disclosures of material information regarding material contractual
provisions are required to make the statements included in the
proxy
statement/prospectus not misleading.

We note your statement: "It is understood that matters may change
from the state of affairs contemplated by the representations and
warranties." Please include disclosure acknowledging that if
specific
material facts exist that contradict the representations or
warranties in the merger agreement, you have provided corrective
disclosure.

Unaudited Pro Forma Condensed Combined Statements of Earnings,
page
II-3

16. We note your response to the first portion of our prior
comment
48.  We are still unable to recalculate the number of shares
attributed to Gillette in your pro forma shares outstanding.
Please
supplementally provide us with your calculation of the 965 basic
and
988 diluted shares attributed to Gillette.

Exhibit 2.1

17. We note your response to prior comment 60. Please provide us
supplementally with schedule 3.02(r) Foreign Corrupt Practices and
International Trade Sanctions.

Exhibits - Form of Legal Opinions

18. We note you have filed forms of the legal opinions. Please
file
signed legality opinions before the registration statement is
declared effective.

Exhibits 8.1 and 8.2 - Form of Tax Opinions

19. The tax opinions imply that investors are not entitled to rely
on
the opinion. Please delete the language that the opinions are
solely
for the benefit of the company and may not be relied upon by any
other person.

20. Please delete the language that the opinions are "as of the
date
hereof" or file the opinions on the date you want to go effective.

21. Please revise the tax opinions to express a firm conclusion
that
Gillette shareholders will not recognize gain or loss in the
reorganization.

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

Segment Reporting

22. We note your response to our previous comment 62.  We read in
your response that your chief operating decision maker ("CODM") is
your Chairman and Chief Executive Officer.  Your response
indicates
that your CODM allocates resources and assesses performance based
on
discrete financial information at the level of your three Global
Business Units ("GBUs") and that your GBUs serve as both your
operating and reportable segments.  We note that each of your GBUs
is
comprised of a variety of operations with widely differing
natures,
such as your Health, Baby, and Family Care unit, which includes
pharmaceutical