SecProbe.io

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                                       P&G
                                                    Clayton C. Daley, Jr.
                                                    Sr. Vice President &
                                                    Chief Financial Officer
                                                    The Procter & Gamble Company
                                                    1 Procter & Gamble Plaza
                                                    Cincinnati, OH 45202-3315
                                                    (513) 983-4448 phone
                                                    (513) 983-2261 fax
                                                    daley.cc@pg.com
                                                    www.pg.com

                                       February 11, 2005

John Cash, Accounting Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, D.C. 20549-0510

Re:      January 14, 2005 SEC Comment Letter
         The Procter & Gamble Corporation
         Form 10-K for the period ending June 30, 2004
         Form 10-Q for the period ended September 30, 2004 File No. 1-00434

Dear Mr. Cash:

This provides Procter & Gamble's response to your letter dated January 14, 2005
regarding the SEC's review of our Form 10-K for the period ended June 30, 2004
and Form 10-Q for the period ended September 30, 2004. We understand and
appreciate that the purpose of your review is to assist us in our compliance
with the applicable disclosure requirements and enhance the overall disclosures
in our filings. Procter & Gamble (the Company) strives to provide investors with
clear disclosures that provide a transparent discussion of its performance,
business drivers and trends. We believe the SEC Staff's comments and
observations will assist in furthering this effort.

Attached to this cover letter are your individual comments and the Company's
responses including, as appropriate, proposed revisions to disclosures that we
anticipate making in future filings.

We have attempted to provide a clear, complete response and resolution/approach
to each comment provided. In addition, we acknowledge that:

     o  The Company is responsible for the adequacy and accuracy of the
        disclosure in its filings;
     o  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
     o  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.

If you have any questions about our responses or would like to discuss any of
our views further, please feel free to contact Dick Westerheide, Manager,
Corporate Accounting at 513-983-6113 or Mick Homan, Director, Corporate
Accounting at 513-983-6666 on any accounting or disclosure matters, or Chris
Walther, Associate General Counsel, at 513-983-7854 on any legal matters.

                                       Sincerely,

                                       /S/ CLAYTON C. DALEY, JR.
                                       Clayton C. Daley, Jr
                                       Chief Financial Officer
CCD2409
cc:    Mr. A. G. Lafley, President and Chief Executive Officer
       Deloitte & Touche LLP
<PAGE>
The Procter & Gamble Company
Form 10-K for the period ended June 30, 2004
Form 10-Q for the period ended September 30, 2004
Attachment - Page 1

THE PROCTER & GAMBLE COMPANY
----------------------------
Form 10-K for the period ending 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.

         THE PROPOSED RESOLUTION CONTAINED IN THE RESPONSES BELOW, INCLUDING THE
         SPECIFIED REVISED OR ADDITIONAL DISCLOSURES, WILL BE REFLECTED
         PROSPECTIVELY IN ALL FUTURE FILINGS WHERE APPROPRIATE.

   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.

         ITEM 10(E) OF REGULATION S-K PROVIDES ADDITIONAL REQUIREMENTS FOR THE
         USE OF NON-GAAP FINANCIAL MEASURES IN DOCUMENTS FILED WITH THE SEC. THE
         INSIDE FRONT COVER OF OUR ANNUAL REPORT, WHICH CONTAINS THE CHART
         ENTITLED "ADDITIONAL EARNINGS INFORMATION," WAS NOT INCORPORATED BY
         REFERENCE IN OUR 10-K, AND UNDER ITEM 601(13) OF REGULATION S-K IS
         DEEMED FURNISHED TO THE COMMISSION AND NOT FILED. THEREFORE, WE DO NOT
         BELIEVE THE REQUIREMENTS OF ITEM 10(E) OF S-K APPLY TO THIS TABLE.
         WHILE ITEM 10(E) DOES NOT APPLY TO THIS CHART, REGULATION G DOES, AND
         THE PRESENTATION OF THE CHART COMPLIES WITH THAT REGULATION. THE CHART
         IS ACCOMPANIED BY THE CORRESPONDING GAAP MEASURE OF EARNINGS PER SHARE,
         AND WAS RECONCILED TO THIS GAAP MEASURE BOTH (I) VISUALLY IN THE CHART,
         AND (II) NUMERICALLY IN FOOTNOTE 2 ON THE PAGE.

         WITH RESPECT TO QUESTION 11 OF FREQUENTLY ASKED QUESTIONS REGARDING THE
         USE OF NON-GAAP FINANCIAL MEASURES, THIS QUESTION CLARIFIES CERTAIN
         MATTERS RELATED TO ITEM 10(E) OF REGULATION S-K WHICH, AS DISCUSSED
         ABOVE, DOES NOT APPLY TO THE "ADDITIONAL EARNINGS INFORMATION" CHART.
         FURTHER, IN SITUATIONS WHERE ITEM 10(E) OF REGULATION S-K DOES APPLY,
         OUR READING OF THE RESPONSE TO QUESTION 11 INDICATES THAT NON-GAAP
         FINANCIAL MEASURES MAY BE MEANINGFUL IN CERTAIN CIRCUMSTANCES, PROVIDED
         REGISTRANTS 1) EXPLAIN HOW THESE MEASURES ARE USED BY MANAGEMENT AND IN
         WHAT WAY THEY PROVIDE MEANINGFUL INFORMATION TO INVESTORS AND 2)
         PROVIDE A RECONCILIATION OF THE MEASURE TO THE APPLICABLE GAAP
         FINANCIAL MEASURE, WHICH ARE SUBSETS OF THE 10(E) REQUIREMENTS. WE WILL
         COMPLY WITH THE REQUIREMENTS OF ITEM 10(E) WHERE APPLICABLE. EVEN
         THOUGH ITEM 10(E) DOES NOT APPLY TO THE CHART AT ISSUE, AS DISCUSSED
         ABOVE WE DID PROVIDE A RECONCILIATION OF THE MEASURE TO THE APPLICABLE
         GAAP FINANCIAL MEASURE. FURTHER, IN PREVIOUS MATERIALS, INCLUDING
         EARNINGS PRESS RELEASES FURNISHED TO THE SEC, WE INCLUDED A DISCUSSION
         OF HOW THESE MEASURES ARE USED BY MANAGEMENT AND IN WHAT WAY THEY
         PROVIDE MEANINGFUL INFORMATION TO INVESTORS.
<PAGE>

The Procter & Gamble Company
Form 10-K for the period ended June 30, 2004
Form 10-Q for the period ended September 30, 2004
Attachment - Page 2

         IMPORTANTLY, WE BELIEVE THAT THE OMISSION OF THIS ADDITIONAL PER SHARE
         DATA COULD BE MISLEADING TO OUR INVESTORS. THE PROGRAM UNDERLYING THE
         RESTRUCTURING CHARGES WAS SUBSTANTIALLY COMPLETED IN OUR FISCAL 2003,
         WITH SIGNIFICANT COSTS INCURRED IN BOTH 2002 AND 2003. AS A RESULT, A
         SIGNIFICANT PORTION OF OUR REPORTED EARNINGS INCREASE IN 2004 WAS
         ATTRIBUTABLE TO THE LACK OF COMPARABLE CHARGES IN THAT YEAR. FOR
         EXAMPLE, REPORTED EARNINGS PER SHARE INCREASED 25% IN 2004, WHILE
         EXCLUDING THE RESTRUCTURING CHARGES, EARNINGS PER SHARE WOULD HAVE ONLY
         INCREASED 14%. WE BELIEVE IT WAS IMPORTANT TO PROVIDE OUR INVESTORS
         WITH THIS INFORMATION SO THEY COULD BETTER UNDERSTAND THE PORTION OF
         OUR EARNINGS GROWTH THAT WAS DRIVEN BY OUR BASE BUSINESS.

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 22-8359. In order
         to help us better understand your presentation, please provide us with
         the following information:

         o    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 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.

              THE THREE PRIMARY MEASURES USED TO EVALUATE THE PERFORMANCE OF OUR
              REPORTABLE SEGMENTS ARE UNIT VOLUME, NET SALES AND NET AFTER-TAX
              EARNINGS. WE WILL CLARIFY THIS IN THE INTRODUCTION TO THE SEGMENT
              RESULTS SECTION OF MD&A. OUR INTRODUCTION TO SEGMENT RESULTS
              PORTION OF MD&A AND NOTE 12 ARE MEANT TO EXPLAIN OUR TREATMENT OF
              NON-CONSOLIDATED AFFILIATES FOR MANAGEMENT REPORTING PURPOSES, AND
              HOW THIS TREATMENT IS THEN RECONCILED TO US GAAP IN CORPORATE. FOR
              MANAGEMENT REPORTING, UNCONSOLIDATED AFFILIATES ARE REFLECTED AS
              IF THEY WERE 100% OWNED AND CONSOLIDATED IN THE SEGMENT INCOME
              STATEMENT THROUGH EARNINGS BEFORE INCOME TAXES (I.E., NET SALES,
              COST OF SALES, SG&A). HOWEVER, THE SEGMENTS' NET AFTER-TAX
              EARNINGS ONLY REFLECT OUR OWNERSHIP PERCENTAGE. OUR INTRODUCTION
              TO THE SEGMENT RESULTS SECTION OF MD&A WILL BE REVISED AS FOLLOWS
              TO CLARIFY THIS:
<PAGE>
The Procter & Gamble Company
Form 10-K for the period ended June 30, 2004
Form 10-Q for the period ended September 30, 2004
Attachment - Page 3

                  THIS MEANS SEGMENT PRE-TAX EARNINGS INCLUDE 100% OF EACH
                  INCOME STATEMENT COMPONENT, WITH ELIMINATIONS TO ADJUST SUCH
                  LINE ITEMS TO US GAAP INCLUDED IN CORPORATE. IN DETERMINING
                  SEGMENT AFTER-TAX EARNINGS, WE ELIMINATE THE SHARE OF EARNINGS
                  APPLICABLE TO OTHER OWNERSHIP INTERESTS, IN A MANNER SIMILAR
                  TO MINORITY INTEREST, AND APPLY THE STATUTORY TAX RATES, WITH
                  ADJUSTMENTS TO ARRIVE AT THE COMPANY'S EFFECTIVE TAX RATE IN
                  CORPORATE.

              WE WILL INCLUDE SIMILAR REVISIONS IN NOTE 12.

         o    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.

              WHILE OUR MD&A OVERVIEW DISCUSSES A FOCUS ON PROFIT MARGINS, THAT
              DISCUSSION IS IN THE CONTEXT OF ENABLERS NEEDED TO SUSTAIN
              CONSISTENT, RELIABLE SALES AND EARNINGS GROWTH TO MEET OUR
              LONG-TERM FINANCIAL TARGETS. AS SUCH, OUR REPORTABLE SEGMENTS DO
              NOT HAVE DISTINCT PROFIT MARGIN TARGETS ON WHICH THEY ARE
              EVALUATED. RATHER, BUSINESSES FOCUS ON IMPROVING COSTS IN ORDER TO
              IMPROVE MARGINS, WHICH ALONG WITH VOLUME AND SALES GROWTH, DRIVES
              THEIR EARNINGS PROGRESSION, THE PRIMARY METRIC ON WHICH THEY ARE
              EVALUATED.

              IMPORTANTLY, WHEN EARNINGS MARGINS CHANGES WERE A SIGNIFICANT
              DRIVER OF A REPORTABLE SEGMENT'S YEAR TO YEAR EARNINGS
              PROGRESSION, WE DID PROVIDE THAT DISCUSSION. FOR EXAMPLE, WITHIN
              FABRIC AND HOME CARE, WE DID NOTE THAT "NET EARNINGS MARGIN WAS
              DOWN SLIGHTLY COMPARED TO 2003 DUE TO THE MIX EFFECT OF
              DISPROPORTIONATE GROWTH OUTSIDE THE U.S.,.......MARKETING
              INVESTMENTS,..... AND START-UP COSTS FOR INCREASED CAPACITY." WE
              ALSO DISCUSSED EARNINGS MARGIN DRIVERS IN BEAUTY CARE AND IN
              HEALTH CARE. NONETHELESS, IN ORDER TO PROVIDE MORE CLARITY IN
              FUTURE FILINGS, WE WILL PROVIDE ADDITIONAL QUANTITATIVE DATA ON
              SEGMENT PROFIT MARGINS, EITHER IN A NARRATIVE OR TABULAR FORMAT.

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.

         AS OF JUNE 30, 2004, WE HAD NO SIGNIFICANT FINANCIAL COVENANTS RELATED
         TO OUR LONG-TERM DEBT AGREEMENTS. SHOULD WE BECOME SUBJECT TO ANY SUCH
         COVENANTS IN THE FUTURE, WE WOULD INCLUDE A DISCUSSION OF COVENANTS AS
         APPROPRIATE.

   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.
<PAGE>
The Procter & Gamble Company
Form 10-K for the period ended June 30, 2004
Form 10-Q for the period ended September 30, 2004
Attachment - Page 4

         AS NOTED ABOVE IN OUR RESPONSE TO QUESTION 4, WE HAVE NO SIGNIFICANT
         FINANCIAL COVENANTS. IN ADDITION, WE WERE IN COMPLIANCE WITH ALL
         NON-FINANCIAL LONG-TERM DEBT COVENANTS AT JUNE 30, 2004. IN FUTURE
         FILINGS, WE DISCLOSE ANY SIGNIFICANT INSTANCES OF NON-COMPLIANCE.

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.

         WE CONFIRM THAT WE ASSESS OUR INDEFINITE-LIVED INTANGIBLES FOR
         IMPAIRMENT SEPARATELY FROM GOODWILL IN ACCORDANCE WITH PARAGRAPH 17 OF
         SFAS 142 AND EITF 02-7. WE WILL CLARIFY OUR DISCLOSURES TO THAT EFFECT
         IN FUTURE FILINGS BY ADDING THE FOLLOWING SENTENCE. "OUR IMPAIRMENT
         TESTING FOR GOODWILL IS PERFORMED SEPARATELY FROM OUR IMPAIRMENT
         TESTING OF INDEFINITE-LIVED INTANGIBLES."

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 operati