SecProbe.io

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				May 16, 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. 2 to Form S-4 filed May 10, 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 May 10, 2005

General

1. We note the representation in your response to our prior
comment 1
that you sell certain beauty and paper products to a distributor
who
operates in Syria.  Advise us whether the distributor is a Syrian
person, or Syrian state owned or private entity, and describe the
material terms of the distribution agreement pursuant to which
your
products are sold into Syria.

We note the representation in your response that Gillette`s
distributors sell its products in Iran and Iraq.  Please advise us
whether the distributors who sell Gillette products in those
countries are Iranian or Iraqi persons, or Iranian or Iraqi state
owned or private entities, and describe the material terms of the
distribution agreements pursuant to which Gillette products are
sold
into those countries.  Additionally, please advise us whether
Gillette had any distribution agreements for the sale of its
products
into 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.

In addressing the materiality of your indirect sales into Syria
and
Iran, countries identified as state sponsors of terrorism by the
U.S.
Department of State and subject to U.S. economic sanctions, and
whether those sales constitute a material investment risk for
Company
and/or Gillette security holders, please note 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 same factors should be considered in
evaluating the materiality to you, and to Company and Gillette
security holders, of any sales into Iraq during the time that
country
was identified as a state sponsor of terrorism and subject to U.S.
economic sanctions.

Recent Developments, page I-40

2. Based on your disclosure, we understand that at this time, the
Securities Division of the Massachusetts Secretary`s office is
conducting an inquiry into this transaction, in particular the
fairness opinions, and the extent of any legal proceedings has
been
the service of two subpoenas, the parties` actions to enforce or
quash the subpoenas and the request for a declaration of the
Secretary`s jurisdiction.  To the extent that Gillette or Procter
&
Gamble are or become aware that any material legal proceedings are
contemplated by the Secretary`s office as a result of its inquiry
or
otherwise, please include all of the information that would be
required by Item 103 of Regulation S-K, including a description of
any known facts alleged to underlie the proceedings.

Projections, page I-41

3. We note your response to prior comment 9. Please revise the
second
sentence under the table to eliminate the implication that you are
not responsible for the accuracy of the information in your
prospectus. We do not object if you state that you do not assume
responsibility if future results are materially different from
those
forecast.

Opinion of Procter & Gamble`s Financial Advisor, page I-50

4. We note your response to prior comment 13. Please disclose
whether
you believe that the success fee to be paid to Merrill Lynch will
be
a material amount of your anticipated $145 to $155 million
transaction and merger related costs (which we note include
`investment banking costs`), or if you anticipate that the success
fee, once agreed upon, will materially impact this amount of
merger
related costs. If you have identified a dollar range of the fee to
be
paid, please disclose this.

Explanatory Note Regarding Summary of Merger Agreement . . . ,
page
I-71

5. We note your response to prior comment 15. Please delete the
third
sentence because it may imply that investors are not entitled to
rely
on the merger agreement as disclosure.  Please also delete the
words
"[i]t is understood that" from the sixth sentence. In the last
sentence, please change the words "representations and warranties"
to
"terms and information" to conform to your disclaimer in the
second
sentence.

Proxy Solicitation, page III-8

6. We note your response to prior comment 6.  Please confirm that
you
have included all information required by Items 4(a) and 5(a) of
Schedule 14A with regard to Mr. Buffett.

Exhibits 8.1 and 8.2 - Form of Tax Opinions

7. We note your response to prior comment 20. Please note that the
same comment also applies to the language "each as in effect on
the
date hereof" in the fourth paragraph of each tax opinion.

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

Segment Reporting

8. We continue to review your response to our prior comments 22
and
23 concerning segment reporting. We will issue additional comments
on
this subject at a later time.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, Procter & Gamble and Gillette should each furnish a
letter, at the time of such request, acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct questions regarding accounting comments to
Jennifer Thompson at (202) 824-5259, or in her absence, to John
Cash
at (202) 824-5373. Direct questions on other disclosure issues to
Brigitte Lippmann at (202) 942-0755. You may also call the
undersigned Assistant Director at (202) 942-1950, who supervised
the
review of your filing.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Dennis J. Block, Esq.
	Cadwalader, Wickersham & Taft LLP
	One World Financial Center
	New York, New York 10281
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James J. Johnson, Esq., The Procter & Gamble Company
Richard K. Willard, Esq., The Gillette Company
May 16, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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