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RESPONSE LETTER

May 10, 2005

VIA EDGAR AND OVERNIGHT COURIER

Pamela A. Long, Assistant Director

Division of Corporate Finance

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0409

Re: The Procter & Gamble Company; Amendment No. 2 to Registration Statement on Form S-4 (File
No. 333-123309)

Dear Ms. Long:

On behalf of The Procter & Gamble Company (the “Company”), we hereby transmit for filing Amendment
No. 2 (the “Amendment”) to the Registration Statement on Form S-4 (the “Registration Statement”)
under the Securities Act of 1933, as amended (the “Securities Act”), and this letter in response to
comments of the Staff of the Securities and Exchange Commission (the “Commission”) to the
Registration Statement, set forth in your letter to James J. Johnson and Richard K. Willard dated
May 5, 2005. To facilitate your review, we have also provided you with three blacklined copies,
which compare the Amendment to Amendment No. 1 to the Registration Statement. The Company and The
Gillette Company (“Gillette”), in consultation with their respective legal, financial and
accounting advisors, have prepared the following responses to the questions and comments the Staff
has raised. For your convenience, we have set forth below in italics your numbered comments in
their entirety followed by the responses thereto.

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,

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Pamela A. Long

May 10, 2005

    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 as 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.

Response:

With respect to the Company’s Cuban subsidiary—Procter & Gamble Commercial de Cuba, S.
A. (“Commercial”)—the Company supplementally advises the Staff that Commercial has no
active operations and represents no material investment

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Pamela A. Long

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risk to investors. By way of background, Exhibit 21 of the Company’s 10-K for the
fiscal year ended June 30, 2004, lists substantially all of its subsidiaries.
Accordingly, Commercial is listed on Exhibit 21, even though it is dormant. Commercial
exists largely due to the fact it was and is an indirect claimant to the Foreign Claims
Settlement Commission of the United States (“Foreign Claims Commission”). In October,
1959, Commercial sold and/or licensed all of its assets to Sabates Industrial, S. A.
(“Industrial”) for nearly $5 million dollars. In 1960, Industrial was expropriated by
the Cuban government prior to the time Industrial satisfied its obligation to deliver
the purchase price/licensing fees to Commercial. The Company filed a claim with the
Foreign Claims Commission reflecting this loss, although this claim still has not been
settled.

The Company supplementally advises the Staff that it does not have material contacts
with Syria and the contacts that do exist do not represent a material investment risk.
The Company does not operate in Syria, although, via its Egyptian and Saudi operations,
the Company sells certain beauty and paper products to a distributor who operates in
Syria. The total sales of the Company’s products to the Syrian distributor are less
than $20 million per year. The Company does not actively recruit with respect to Syria
and there are no current job openings for positions in Syria, nor are any expected.
From time to time, the Company does receive applications from Syrian citizens.

In response to the Staff’s request, please be advised that Gillette does not recruit
from Iran. As a result, there are no job opportunities listed under the Iran heading on
Gillette’s website. Gillette has received applications from Iranian nationals for
employment outside of Iran, and two Iranian nationals with work authorization were hired
for employment outside of Iran by Gillette after these individuals cleared Gillette’s
security procedures. In addition, there are no job opportunities listed under the Iraq
heading on Gillette’s website because Gillette does not recruit from Iraq, nor did it
recruit from Iraq during the time that Iraq was subject to U.S. economic sanctions
and/or identified by the U.S. State Department as a state sponsor of terrorism.
Gillette does not engage in any direct sales in Iran or Iraq, although its distributors
sell Gillette products in these countries. Given the level of sales in each country and
the lack of recruiting efforts in both countries, Gillette’s contacts in Iran and Iraq
do not constitute a material investment risk for Gillette and/or its shareholders.

The Merger, page I-1

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Pamela A. Long

May 10, 2005

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.

Response:

In response to the Staff’s request, the Company has revised the applicable disclosure as
requested.

    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.

Response:

In response to the Staff’s request, the Company has included disclosure in the Summary
on page I-10 relating to the share repurchase program, and the fact that there is no
legal or other contractual obligation to repurchase its shares. The Company
supplementally advises the Staff that the buyback is unrelated to the expected
synergies.

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.

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Pamela A. Long

May 10, 2005

    See Staff Legal Bulletin No. 7A. Otherwise, the risk factor disclosure should appear in the
prospectus.

Response:

In response to the Staff’s request, the Company has revised the applicable disclosure as
requested.

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.

Response:

In response to the Staff’s request, the Company has revised the applicable disclosure
regarding the November 5, 2004 call between Messrs. Lafley and Kilts to state that Mr.
Kilts did not specify a price, but indicated that he was not expecting a price above $60
per Gillette share or below $50 per Gillette share, which Mr. Lafley interpreted to mean
that Gillette expected an offer equivalent to about $55 per share.

    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 l4a
l(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.

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Pamela A. Long

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Response: In response to the Staff’s request, the Company has included disclosure on
page III-8 to indicate that Mr. Buffett may be deemed to be a participant in the proxy
solicitation.

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.

Response:

In response to the Staff’s request, the Company has revised the applicable disclosure on
page I-30 to indicate that more than $1 billion of annual cost synergies are anticipated
to be achieved by the third year of closing.

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.

Response:

In response to the Staff’s request, the Company has revised the applicable disclosure as
requested.

Opinions of Financial Advisors, page I-42

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

Response:

In response
to the Staff’s request, and as discussed with Brigitte Lippmann,
the Company
has revised the applicable disclosure on
page I-40 to include a summary of the projections included in Gillette’s strategic

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Pamela A. Long

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growth plan, which was provided to Procter & Gamble during the parties’ negotiations.

    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 $l0-$11 billion of cost synergies and the $4-5 billion of revenue
synergies that the Procter & Gamble board considered.

Response:

In response to the Staff’s request, the Company has revised the applicable disclosure on
page I-30 to indicate that the “Expected Synergies” contemplated by Merrill Lynch are
the same as those considered by the board of directors of Procter & Gamble.

    •
    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.

Response:

In response to the Staff’s request, the Company has revised the applicable disclosure on
page I-51 to indicate that the “Synergies” are the same as the $1.05 billion on
after-tax synergies used by Goldman Sachs and UBS to conduct the pro forma merger
analysis. Gillette supplementally advises the Staff that Gillette’s board of directors
was aware of the amount and timing of the synergies that were used in the analyses
prepared by Gillette’s financial advisors. As described in the Registration Statement,
one of the factors that Gillette’s board of directors considered in reaching its
recommendation was the synergies that the combined company would be able to achieve.
Gillette’s Board did not attempt to quantify or rely on any specific figures in reaching
its determination to recommend the transaction to Gillette’s shareholders.

    •
    Please disclose, if true, that the boards believed that the synergies were
reasonably prepared and reflected the best currently available estimates and

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Pamela A. Long

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    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.

Response:

In response to the Staff’s request, the Company has revised the applicable disclosure on
page I-31 to indicate that the Procter & Gamble board of directors believed that the
synergies were reasonably prepared and reflected the best currently available estimates
and judgments of the management at the time