SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

KILTS JAMES M

(Last)

(First)

(Middle)

ONE PROCTER AND GAMBLE PLAZA

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/11/2005

3. Issuer Name and Ticker or Trading Symbol
PROCTER & GAMBLE CO [ PG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice-COB-Gillette

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/11/2005

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	39,827.8725⁽¹⁾	D
Common Stock	682.5⁽¹⁾	I	By Daughter
Common Stock	1,603.7775⁽¹⁾	I	By Savings Plan Trust-401(K)
Common Stock	97.5⁽¹⁾	I	By Son
Common Stock	28,542.15⁽¹⁾	I	The Atlas Heritage Foundation

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Supplemental Svgs Plan Units	⁽²⁾	⁽²⁾	Common Stock	8,043.555⁽³⁾	⁽⁴⁾	D
Stock Option (right to buy)	06/19/2004	06/18/2013	Common Stock	975,000⁽⁵⁾	$33.2103	D
Stock Option (right to buy)	01/19/2001	01/18/2011	Common Stock	1,950,000⁽⁵⁾	$35.0359	D
Stock Option (right to buy)	06/21/2002	06/20/2011	Common Stock	623,402⁽⁵⁾	$28.9846	D
Stock Option (right to buy)	06/20/2003	06/19/2012	Common Stock	682,500⁽⁵⁾	$36.4923	D
Stock Option (right to buy)	01/19/2005	01/01/2014	Common Stock	975,000⁽⁵⁾	$37.2513	D
Stock Option (right to buy)	06/17/2005	06/16/2014	Common Stock	975,000⁽⁵⁾	$44.2051	D
Stock Option (right to buy)	06/16/2006	06/15/2015	Common Stock	780,000⁽⁵⁾	$23.2923	D
Stock Option (right to buy)	⁽⁶⁾	10/06/2015	Common Stock	1,000,000	$56.625	D

Explanation of Responses:

1. These shares were acquired pursuant to the merger agreement between Issuer and The Gillette Company, wherein Reporting Person rec eived .975 shares of Issuer stock for each share of Gillette stock.

2. Allocated to the accounts of participants since 8-15-1996 under Gillette's Supplemental Savings Plan - an excess benefit plan wit hin the definition of Rule 16b(3). These transactions are exempt under Rule 16b.

3. These stock units were acquired pursuant to the merger agreement between Issuer and The Gillette Company, wherein Reporting Perso n received .975 stock units of Issuer for each stock unit of Gillette.

4. 1-for-1

5. Option assumed by Issuer pursuant to merger agreement between Issuer and The Gillette Company and replaced with option to purchas e Issuer shares at exchange ratio of .975 shares of Issuer stock for each share of Gillette stock.

6. This option becomes exercisable as to 500,000 shares on October 6, 2006 and becomes exercisable as to the remaining 500,000 share s on October 6, 2007.

Remarks:

	CAROL S. FISCHMAN as Attorney-in-Fact for James M. Kilts	10/14/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.