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RESPONSE LETTER

May 25, 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. 3 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. 3 (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 16, 2005. To facilitate your review, we have also provided you with three blacklined copies,
which compare the Amendment to Amendment No. 2 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 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.

Pamela A. Long

May 25, 2005

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.

Response:

As previously discussed with Brigitte Lippmann, the Company has responded to this
comment directly to Mr. Frank Green, Office of Global Security Risk.

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.

    Response:

Page 2

Pamela A. Long

May 25, 2005

In response to the Staff’s request, the Company has updated its description of the
inquiry from the Securities Division of the Massachusetts Secretary of State. Except as
already detailed in the Registration Statement, the Company and Gillette are not aware
of any material legal proceedings contemplated by the Secretary’s office as a result of
its inquiry.

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.

    Response:

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

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.

    Response:

    In response to the Staff’s request, the Company has
revised its disclosure on page I-8/I-9
to specifically state that the amount of the anticipated merger-related costs does not
include certain fees to be paid to Merrill Lynch, which will be an amount agreed upon by
the Company and Merrill Lynch. The Company has also disclosed that although the exact
amount of the Merrill Lynch fee has not been determined, it is anticipated that it will
be in the range of $30 million.

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

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Pamela A. Long

May 25, 2005

    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.

    Response:

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

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.

    Response:

    In response to the Staff’s request, the Company hereby confirms that it has 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.

    Response:

    In response to the Staff’s request, each tax opinion has been revised as requested.

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.

Page 4

Pamela A. Long

May 25, 2005

Response:

In response to the Staff’s request, the Company acknowledges that the Staff may issue
additional comments with respect to segment reporting at a later time.

* * * * *

Additionally, please be advised that the Company requested confidential treatment for the documents
supplementally provided to the Commission on April 26, 2005, which contained projections and
expected synergies provided to the Company and Gillette, respectively. A request for confidential
treatment also accompanied the documents submitted to the Commission directly from counsel to the
financial advisors. However, no confidential treatment was requested, or is sought, with respect
to the copy of Schedule 3.02(r) of the merger agreement, which was supplementally provided to the
Commission together with our letter dated May 10, 2005.

As previously discussed with the
Commission, the Company hereby requests, pursuant to Rule 461
promulgated under the Securities Act, that the effective time of the Registration Statement be
accelerated so that the same will become effective on May 26, 2005, at 9:00 a.m., Eastern Time, or
as soon thereafter as practicable.

Each of the Company and Gillette has authorized us to represent, on each of their behalf, that the
Company and Gillette hereby acknowledge that:

    •
    should the Commission or the Staff, acting pursuant to delegated authority, declare
the Registration Statement effective, it does not foreclose the Commission from taking
any action with respect to the Registration Statement;

    •
    the action of the Commission or the Staff, acting pursuant to delegated authority,
in declaring the Registration Statement effective, does not relieve the Company or
Gillette from their respective responsibility for the adequacy and accuracy of the
disclosure in the Registration Statement; and

    •
    neither the Company nor Gillette will assert the Staff’s 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.

Page 5

Pamela A. Long

May 25, 2005

It would be appreciated if, as soon as the Registration Statement has been declared effective, you
would so inform Dennis J. Block at (212) 504-5555. In addition, please contact Dennis J. Block if
you have any questions regarding the Amendment or the responses herein provided.

Sincerely,

/s/ Dennis J. Block

    cc:

    James J. Johnson, Esq.

Richard K. Willard, Esq.

George R. Bason, Jr., Esq.

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