No-Act: Procter & Gamble 8.10.04

Company Name: Procter & Gamble Co.
Public Availability Date: August 10, 2004

Document Sections:

INQUIRY LETTER
APPENDIX 1
APPENDIX 2
STAFF REPLY LETTER
APPENDIX 3
APPENDIX 4
STAFF REPLY LETTER
INQUIRY LETTER
STAFF REPLY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

June 2, 2004

Via Certified Mail #7099-3400-0001-0767-6979 - Return Receipt Requested and Regular U.S. Mail

OFFICE OF THE CHIEF COUNSEL
DIVISION OF CORPORATION FINANCE
SECURITIES AND EXCHANGE COMMISSION
450 FIFTH STREET, NW
WASHINGTON, DC 20549

Re: The Procter & Gamble Company - Two Shareholder Proposals submitted by John Jennings Crapo

Ladies and Gentlemen:

This letter and the enclosed material are submitted on behalf of The Procter & Gamble Company (the "Company") in accordance with Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Company has received two proposal letters, the first dated February 14, 2004 (the "February Proposal") and the second dated March 12, 2004 (the "March Proposal"), from Mr. John Jennings Crapo (the "Proponent"), for inclusion in the Company's Proxy Statement for its 2004 Annual Meeting of Shareholders. The Company respectfully requests the Staff's concurrence that no enforcement action will be recommended if the Company omits both the February Proposal and the March Proposal from its Proxy Statement.

The Company notes that there are numerous substantive bases for objection to the February Proposal and the March Proposal under Rule 14a-8 (i) under the Exchange Act. In light of the procedural deficiencies discussed in this letter, the Company is refraining from raising those substantive objections at this time. We respectfully reserve our right to raise such objections should the relief requested herein not be granted by the Staff.

Pursuant to Rule 14a-8(j) under the Exchange Act, please find enclosed six copies of the February Proposal, the March Proposal, this letter and all other correspondence between the Proponent and the Company relating to these proposals. The Company is simultaneously providing a copy of this submission to the Proponent.

Background

The Company received the February Proposal on February 27, 2004. The February Proposal proposes that the "Board of Directors publish in the proxy statement of the company of the next successive shareholders meeting a report concerning Metamucil Fiber Wafers, Fiber Laxative" and includes a lengthy, largely incomprehensible supporting statement pertaining to unrelated personal, family, and health matters. On March 5, 2004, within 14 days of receipt of the February Proposal, the Company sent a letter to the Proponent (the "Notice of Defects"), informing the Proponent that the February Proposal was not in compliance with the length requirements prescribed in Rule 14a-8(d) and that the Proponent was required to cure this deficiency within 14 calendar days of receipt of the Notice of Defects. The Company received no response from the Proponent.

Thereafter, the Company received the March Proposal. The March Proposal relates to an entirely different subject matter than the February Proposal, and makes no reference to the February Proposal Specifically, the March Proposal does not mention that it is intended to amend or replace the February Proposal. The March Proposal requests that the Company take action with respect to 14 separate items and includes a supporting statement that makes no mention of any of the 14 items but instead describes the Proponent's recent visit to the supermarket to purchase a liquid soap product and his difficulties carrying satchels and attache|pi|qe cases.

After discussions with the Staff, on May 26, 2004, the Company sent a letter informing the Proponent of the Company's intention to exclude the March Proposal from its Proxy Statement, for the reasons discussed below.

Grounds for Exclusion

Exclusion of the February Proposal pursuant to Rule 14a-8(d) and Rule 14a-8(f).

Rule 14a-8(d) establishes a 500 word limitation for shareholder proposals. Generally, the Staff has permitted the omission of a shareholder proposal from proxy materials where a proponent failed to revise a proposal to comply with the 500 word limitation. See Amgen, Inc., January 12, 2004; Honeywell International, Inc., April 19, 2002; First energy Corp., March 19, 2002 (proposal excluded pursuant to 14a-8(d) as the proponent failed to revise the proposal to less than 500 words within 14 days of receipt of First energy's request and 14a-8(f)). As the February Proposal exceeds the 500 word limit, the Company believes it is excludable pursuant to Rule 14a-8(d). Further, as the Proponent failed to cure the deficiency contained in the February Proposal, the Company believes it may be omitted from the Proxy Statement under Rule 14a-8(f).

Exclusion of the March Proposal as the Proponent's second proposal pursuant to Rule 14a-8(c).

Rule 14a-8(c) provides that each shareholder may submit no more than one proposal for a particular shareholders' meeting. The February Proposal and the March Proposal constitute two entirely unrelated and distinct proposals. The Proponent makes no indication that the March Proposal was intended to serve as a replacement to or a revision of the February Proposal. The March Proposal does not mention the February Proposal at all, nor does the March Proposal mention the Company's letter informing the Proponent of the defects in the February Proposal. Therefore, the Company believes the March Proposal may be excluded from the Company's Proxy Statement because it violates Rule 14a-8(c). In this regard, we note that the Staff has consistently concurred with the exclusion of a second proposal pursuant to Rule 14a-8(c). See Citigroup Inc., March 7, 2002; Motorola Inc., December 31, 2001; Beverly Enterprises, Inc., February 7, 1991 (exclusion permitted based upon a shareholder's submission of two proposals). In addition, we note the Proponent should be well aware of the prohibition against the submission of multiple proposals, because the Staff has consistently concurred with the exclusion of proposals in other cases in which the Proponent submitted two proposals. See The Adams Express Company, September 25, 1992, in which the Staff concurred that a second proposal by Mr. Crapo was excludable as a violation of the single proposal requirement. See also The Procter & Gamble Company, March 20, 2003, in which the Staff concurred that a proposal by Mr. Crapo was excludable because he had previously submitted a proposal for inclusion in the Company's proxy materials with respect to the same meeting.

Exclusion of the March Proposal as multiple proposals pursuant to Rule 14a-8(c).

We also believe that the March Proposal may be excluded under Rule 14a-8(c) as the March Proposal itself is not a single proposal, but rather consists of 14 separate items dealing with a variety of unrelated matters. The 14 proposals request:

(1) Elimination of all future stock option grants and rescission of all existing stock options;

(2) Elimination of all bonuses, to be replaced by a merit system of pay increases for all employees;

(3) The imposition of severance pay limitations for all personnel;

(4) Elimination of all "other perks to Corporate America" not granted to all personnel;

(5) Elimination of all present and future "golden parachutes," with all personnel being treated the same as executives;

(6) Elimination of all hiring bonuses;

(7) Elimination of all present and future loans to any members of the Company;

(8) Prohibition of all repurchases of stock from any member of the Company;

(9) Prohibition of any repricing of stock options;

(10) Elimination of all constancy contracts to retiring executives to put them on same parity as all personnel;

(11) Elimination of any special retentive payments to executives;

(12) Prohibition on the purchase of "any special insurance policies for Corporate America that fail to be in compliance with the Corporate insurance policy prevailing for all personnel";

(13) Elimination of any special monetary or other financial grants to retiring executives; and

(14) "We provide a brief summary of what we want."

The foregoing proposals cover a variety of different topics, encompassing matters of executive compensation, various compensation and benefit matters pertaining to employees generally, employee welfare and working conditions, consulting agreements between the Company and its former employees, prohibition of loans to employees, proposed limitations on the Company's ability to repurchase its stock, and a proposal that "[w]e provide a brief summary of what we want."

The Staff has previously concluded that substantially distinct multiple proposals will not be considered as a single proposal and has permitted the exclusion of shareholder proposals containing multiple unrelated concepts. See Ford Motor Company, April 4, 2003 (proponent submitted 18 proposals that did not relate to a single concept); IGEN International, Inc., July 3, 2000 (proponent submitted seven distinct proposals). We note that the Staff has in the past permitted multiple proposals to be treated as one proposal, where those proposals all related to a single, specific concept. However, the Proponent's proposals do not concern a single concept, but rather involve multiple unrelated concepts. Accordingly, we believe that the March Proposal may be excluded from the Company's Proxy Statement under Rule 14a-8(c).

For the foregoing reasons, we respectfully request that you concur in our view that, in accordance with Rule 14a-8(j), the Company may properly exclude from its Proxy Materials for the 2004 Annual Meeting both the February Proposal and the March Proposal. Your confirmation that the Staff will not recommend enforcement action if both proposals are omitted from the 2004 Proxy Statement is respectfully requested.

Should you have any questions regarding this matter or require any additional information, please contact me at (513) 983-2810. Please acknowledge receipt of this letter by date-stamping the enclosed additional copy of this letter and returning it in the enclosed envelope.

Sincerely,

/s/

Joseph A. Stegbauer
Senior Counsel

Enclosures

cc: John Jennings Crapo - w/enclosures

via Certified Mail #7099-3220-0007-6240-4852 and regular U.S. Mail

[APPENDIX 1]

JOHN JENNINGS CRAPO, PRO SE. Homeless STCHHCDR RTRD CIV SVCE EMPLOYEE.

VE TRAIN US army AND Former SSGT USANMY NATIONAL GUARD, Non PRACNG LCNSED CERT SCL WRKE

Porter Square US Past OKC
Pareoneloil OF Nineiog) Pages nuntes one sids reverse blandly
PO Box 400151
CAMBRIDGE MA 02140-0002

VIA CERTIFIED MAIL

REIVRN RECEIPT REQUESTED (VIA CMRRR) MAIL PILE# 7003 2260 0007 2543 5095 Courtesy copy to Hen USA SECURITIES AND EXCHANGE COMMISSION

To:

14th Ts. February 2004

PROCTER AND GAMBLE COMPANY ATTN PLEASE

Procter and gamble Corporate Secretary or Successor as Actinhe Corporation Secretary

CINCINALLE OHIO

RE: My Shareholder Professional AND accompanies Another Statement to he in introducing In the proxy Statement a the next Meeting a Shareholder and proxies Meeting as an asse en bled meeting a sharr holder and hopes meeting as stock holder meeting a Procter and Gamble Company

Dear Mr./Ms. Corporate Score day

I write In The Midst a exceeding Inconvenient, Lroublen are threatening Circumstance but Ins spite My being homeless,

Making Schizophrenic, FATIGUE, Glaucoma, Being a Homosexual, Walking with Prosthesis, having Psotlasis, having ARTHRIHS, et cedera AND Being syty-sey 166 Years old 100 my FIDUCIANY Duty, AND obeg La laws, Wles, andregulahmerg th US Securities and Exchange Commission ("SEC") AND Nubmit this share holder proposal. Iurge Vou too foobey the lawes, wles, and Ngvlx have g the SEC

I Plan to attend the stochholder meching and prisent my sharr holder profrosat and I plan to canhinve to own the Shares and Nox to Sell any Unhill the adjourn, menty the yorthcoming stoth holder meeling

I Can't Find my State Mind attesling to my ownerShip a Shares a the procter and Gamble Compans AND OF My transter on Desth accounrg Shares JOHN CRAPO TOD (MR) WP SEGARRA Never the less my Ownership a Company Stoch IS Well above the Minimom thres hold g OF Ownership a Sroch to gvaliky FOR

Mesenling my Shaveholder Pvoposat and the owner ship har beey for wellovey the minimum thres hold for cmlinuiry a ownership prior to submission g a shareholder proposal

IN evert You or Srochholders have gveshens in: This Shave leslder proposal please direct them to M Via U.S. Posral Service by lestey to M at my PO Box address

PO Box 400151

CAMBRIDGE MA 02140-0002

My Shaveholder proposal

We, Shareholders Convened as a mechns a Share holders and proxles of the precter AND GAMBLE COMPANY Meeling as an assembs led meeting a Shareholders heveby negvesr OUR Honorable BOARD OF DIRECTONS ("BOARD") to publish in The Proxy Sratement OF THE Company OF The next Sueeyssive Share holder meeling a neport concerning METAMUCIL FIBER WAFERS, FIBER CATATIVE, The Repord neguestig Shall Contain a balances Neport M said laxalive to Inchde The content, It, the nede a tpcrs, the Adverse afficers OF If, theobiechves OF IT, The effecliveness, IT AND The Outlook of it the Report shall not exclude other nelyvart information

Supporting Statement

The Shigholdes proponent (The "proponent") bought thilaxalive this time febrray tenth110M) 2004

Atarting January 2003 proporens has been homeless and livins in a home less men's shelter of the Pirie Street INN Men's Inn yyy Harrison Avenue, Boston's Aenth End. MA, Not to be misunderstood as That of Pine Sret New York City whichis the next Street over of Wall Street and the in Wance of American Interna fienal Croup Inc which has doors at both Wall and Pine Streets And which provides much insurancy on Boston's Central artery project which borders the Pine Street Inn's Women's Inn-at albany Sret Boston MA.

When proponent uses of the savel shether he's aviching sevious harassment of poundins on walls of vollet doset, complaints he takes too long to Eliminate, that he Should drink Chineese Soup st cetera and Comments "Fuck YouFuch Your mother" of cetera of for there are long Streans of torler paker on Ploor of La Loine, Soiled clothes and other such things, stophed up forters, sinhs Neguonthy without Soap, Dinty kloons or cetera.

I Find it Offensive Dropanity he's MY mother-which is libelous and slanderous. I'Ve a serious Comhlant Against my dead mother and others and is my mother's he hutatean is impaired by those comments might not that mean that is the forum and they my case is gone??? Everyone in That place - which is detox, of alcohol and serious other drugs, recovery of serious injuries, necevery of hometessness, serious job trouble, and arrvins time for violahme of law have an interest in bettes housing

apparenthy it's publick informa hon in my trust 1 ash Mr Segarra to expend money In Memory of My Mother tobenefit members of the yours mens chris lian associats for foiler poper-in Cambndn MA, Jus [text illegible] there is lots and Lots in print fn Grrates Boswn (MA) Young Men's chrishian associchen (VMCA) has decided to evict a sheltes for hometess persons June 01, 2004 on It's Memeses at Huntinghn Avenue a very hutorie Rlax sinco at that YMCA Northeastern University had it's genesis

In recent Years proponent has had serious abdominal sungery Narcotics Were prescribed For relief of pain upon the surgery and the laxative was mesen hees for the Conshpation which in my case pollowed the use of nascotics, which 1 bought in a drug store nom a licensed pharmasist upon order of licemsed physician. I'm alcohol tobacco and Narcolics free. I to the lbuprofin for arthritic & neurological pain, sometimes the pain adheaes in the roof of my head.

Proponent obviousty doesn't wish to strain to detecate for leds of more surgery, he has a history of anal surgery and treatment for piles, etc, etc. Surgery is costly, etc psohenent must lenre shelter[text illegible] 8 or 8:30AM, Andusual timein is at 4PM - on Mr Martin Luther King Junion's borthday, Chrestmes Day, and ther such Important days thors are exlyphory but proponent notices mo exceptions on statements that one "Kuck his mother ..." Wasn't Mrs Vins alsa a victimg homicide

Wakins is 4:30AM, or so and bed time's about 5:13 PM or so - after show, eriry. Thire are Very few public foilets, Proponent's slech ISN't great - but he must get so detecate in very early morning hours and just barely avoid, senons injury From being Knocked down by much younger men who come hurrying out of toilet room when [text illegible] slowly waking up and walking [text illegible] sandals into it. proponent Understands at the homeless person's home or the young there may be people my are but I'm not the parents, and grandparents. It's wrong to try to knory in down or to use me as a whippins boy for some one they don't like, the men's room has three (03) commodes for a large mults. fudey men, upto mid week one (01) commods was ones service in That bed nest area after voidiris proponent (laims his nest is better, but that usually endy his hed nest probonent mefers defecation in afternoon so when he showers he can scrahe any lingering defecation off his skin when showering, I worry about Dores AND the poken has for invasion a mrs bodes via sores g injurious baiteria, shares him is 5:15 pm 1 or 50) to y (?)

The shower are doesn'd have foilers AND proponent has Noticed persons using drains as urinals in showers, IN the period 5:15 pm to 5:50 p.m

Today proponent bought procter and camble anti-persptent in store and when a commercial came on for oil OF OLAY - IN cafeteria - on television someone immedeates cleanred dias to ano the channel are persons intimidatins the company

Proponent uses procks gomble shamboo in shower, ther morriers before 5:30 am in overnigter locher noem a man ashed another for useg anti penement by Drockr s Gamble for 50 Cents and man gave him whole containes for said mice - stated but I didn't and notice achial payment AND I DIDN'T NOTICE What was IN container, afternoon before the water temperature was but barely waren.

My proctert gamble statements a the Dividend Reinvestment/optional cash purchen plans stock - Including as mrs tod to (mr) W. P. SEGARRA, my executor nominee have not been delivered to me at pine stet INN men's INN, homeless man's she HER

Feb. 15th 2004 Someone ashed me to 1st him use somers my procterd gamble pahes lowers - He said the torletiloset is out y toilet tissue. I said I'm not staff AND I DO NOT wish chance y foilet beeng stophees up because I permitted him to use my pahes lowels. I did leave a such cleans then I found it the morning by wiping it up after my use brushing leeth, ch with proctert gamble too in narts r brush, that I did as gesture which was a senable there to do but that Isn't Sane fuenj Ioonotalways DO.

As I Camehere Inoticed a Battered Poster "Missing Have You Seen ... Patrick Kelly ...?" Possed mear the collector's otticry the Broodway Mshne Seation at (South) Bostin (MA) endy my Supportins statement.

I Serd you two 1021 10 his the Meiong 1011 corn 1 serd to the Hm U.S. Securities and Exchange Commenison Divising Corporation finance also my certified marl # 7003 2260 0007 2544 7395 neturn recent requegiles - and corz J mylethers franonallas to Mrs Dunn, to Division's Derry Director amonnts 30 Pages jinaces

Sinceres and Courageousz

John Jennings Crapo. mrs Se Nemelers Share holders Proctert gamble Comham and non Macticing LENSD CERP SCL WRYR

End cony le Her of fransmittas Via Cmrra to SEC CC to SEC aftn hlsau my martin P. Dunn Via CMRRR 7003 2260 0007 2544 7395

JJC/jjc

[APPENDIX 2]

Mr John Jennings CRAPO, more Po Box 400151 CAMBRIDGE MA 02140-0002

Via Certified near marl Feb 14 2004 niece # 7003 2760 0007 2544 7395

Rehem Uceent requrester

Hin USA Securities and Exchang Commssion Divisions Corporation Kinance attn hleas Division Dehotz Director mr Martin P. Dunn or Successor as actins Division Dehotz Divector 450 Fifth Strt NW Washington DC 20549. 0213

Dear Eintlemen and Lodies the USA Securikes and Exchange Commestion Enclosed on this date Nlase Inc [text illegible] my share noldes proposal uttz to Procter and Gamble, which 1 serd via Certified marl Rchem Riht Requesters

Please put jues - where 1 call to your attention in right nlsce juere.

Sincerely,

/s/

Enclosure

CC to sard Proctert gamble combery Via CMRRR

JJC/jjc

[STAFF REPLY LETTER]

March 5, 2004

Mr. John Jennings Crappo
P.O. Box 400151
Cambridge, MA 02140-0002

Dear Mr. Crappo:

I have received your letter submitting a shareholder proposal for The Procter & Gamble Company's 2004 Proxy Statement.

Your proposal does not comply with the length requirements of the applicable regulations of the United States Securities and Exchange Commission. Specifically, Rule 14a-8d states that a shareholder proposal and the accompanying supporting statement may not exceed 500 words. Your proposal and supporting statement exceeds this limit.

Under Rule 14a-8f, if you want us to consider your proposal you must submit to us a revised proposal. If you elect to send a response via U.S. mail it must be postmarked no later than 14 days from the date you received this letter. If you wish to submit your response electronically, you must submit it to the e-mail address above within 14 days of your receipt of this letter.

If we receive a revised proposal that complies with the length requirement in this timeframe, we will review it on its merits and take appropriate action.

Regards,

/s/

Joseph A. Stegbauer

JAS/tm

[APPENDIX 3]

Mr John Jenninas CRAPO, PRO SE, Hornebess
Procter & Damble Sharehoder
PO Box 400151 CAMBRIDGE MA
02140-0002 (03) pare
Pose mecoilof Farel

VIA Cerlified mail 12 March 2004

Martrice #7003 1010 0003 3508 7042 Richern necesnr reguersed

AODRESS Correclian reguerled to Procter AND CAMBLE COMRANY attn Rleon Corporton Soinetory or Successor AS ACNING Corp SEO one Prorter & Gemble PLZ CONCINOTTI OH 45202.

Re: Shareholder Proposal

Dear Mr/Ms Secretory

I Write in Meds of Seriousty great in convenlence AND other troubling and shreatenigs CIRCUMS stances

I plan mesent the followins shareholders proposal r accombanyer supporhis Statement in person at the north annual meehns T share nolders and proyies mertins as assembled mutinss stockholder 9th Corporation plese include this as in brodee, karz ms shore holder proposal in the proyy statement and Corporation a com this letter I send via cerpfied mars Return Rocespt to guarter to the hen USA SECUN his and Exchenn Commessen enclosed iscoles ny letts 7 transmitted to seed commonssen & fried contrfosy copy.

Shareholder prokeeos - we RECEST

1. Eliminate all future stock options AND Rescind all stock options that have not Been exercised. IF the la ther cannot be lowfully don cancell all those that have not keen exercised, this applies to to our Boaho or DIRECTONS AND all others OF the CORPORATON where it is COWFULL to AFFELDUOTE This improve ment.

2. Eliminat all bonusses. Renlace incenhave o-Wards with a merit System OF Not move than Twenty Rercent incross For emplorees be ow The execuhves level and o wayineum increase of fifth lees percens for execohus level persunnel

3. Limit severanit payments to not neone than two years Salary forall personnel

4. elemenate any often perles to Corporate AMERICA that have Nor been granted to all personnel

5. Eliminate all future golden [text illegible] and Nescmd all those that have been grandey it That may Nor he lawfully [text illegible] them Evant all employees the James [text illegible] Rersonnel Shall Rebreated Same as execshves

6. Eliminate all wivins henosses

7. Eliminate loans to any [text illegible] the Company AND all those that have been gvantes

8 Eliminate the [text illegible] stoch From any [text illegible] - her [text illegible] the Corpora him

9. Eliminate any neversal or the "strike prices" of exislins sroih options

10 Eliminate the awarding [text illegible] Hanes conbracty sonetirins executive to hut them on same parity all Personnel

11 Eliminate any spocial Nebmhue has marts to executives

12. Eliminate the purchase [text illegible] any shinas Insuramy Pohors for Corporate America that fail to kein Comphants with the Corporate Insurance Policy prevailins for all Personnel

13. Eliminate any shonal montrary or other Financial Grants to nehans execohves

14. We providia a brief Summary of What We Want.

Supporting Statement

Shareholder Prokoneur buy many of the Corporahins Products in Foct Yosterday ne Bousht some olay Bohe Wosh but was disappon led Not to Find IN store Soap dishes so he might buy cakes of Soap Which Would be more convenient so h Carry Doah around Widnond appre henseen bottle of liquid would ohen and be untides - mplechny embarrass ment to the Honoroble BOAND OF Directors of Procter & GAMBLE Company. This Concern for the Negistrant is one all stockholders Identiky With and Enthusio stically apploud. Proponent has sabehell [text illegible] Phillip Van Heusen Comhany by a Mr Cole - and has satchell on portchlp cart with three abbaihe cases all manvfacheres her sard Phillip Von Hevson Company. Proponent bought thers Satihols and cases in imedsd 7 Complaint a bag hid hovmt mannfoihered by a Bosbn arec Company Was too bulky AND taking up too Much Space IN the Shower area of the hemeless Men's Shelter Where Proponend has been d Welling sence January 2003. Proponend Provides brief Neasons

endes Suppor HRS Sraterverll

Sincerely

/s/

CC Via CMRRN [text illegible]
Hon Securities & Exchange Commession United States of America

JJC/jjc

[APPENDIX 4]

Mr John Jennings Crapo, Prosp
Po Box 400151
CAMBRIDGEMA 02140-0002

May 12th 2004

Via livligien west Rehvrn Recuat Reguester # 70031010 0004 6497 1342 united States Securities any Exchange Commission

Division of corpore from financg ofc & Director & Division & Corp. Finance 450 5th St NW DC 20549-0102

Deargrstlemen and Stayt and Cadle

Enclosed is [text illegible] my Share holders proposal to Procter & Gamble Company This date Which I call to Your Attention

Copy this letters [text illegible] to [text illegible] registrans

Sincerely

John Jennings Lvobo

JJC/jjc

[STAFF REPLY LETTER]

May 27, 2004

Via Certified Mail #7099 3220 0007 6240 4784 and Regular First Class United States Mail Delivery

Mr. John Jennings Crapo
P.O. Box 400151
Cambridge, MA 02140-0002

Dear Mr Crapo:

I am writing in response to your letter dated March 12, 2004 (the "March Proposal"), requesting that The Procter & Gamble Company (the "Company") include certain proposals in the Company's Proxy Statement for its 2004 Annual Meeting.

This letter is to notify you that, for the reasons set forth below, the Company intends to exclude the March Proposal from its Proxy Statement.

By a letter dated February 14, 2004, you requested that the Company include in its Proxy Statement for the 2004 Annual Meeting a proposal relating to Metamucil (the "February Proposal"). On March 5, 2004, within 14 days of receipt of the February Proposal, we notified you (the "Notice of Defects") that this proposal exceeded the 500 word limit prescribed in Rule 14a-8(d) under the Securities Exchange Act of 1934 (the "Exchange Act"). Under Exchange Act rule 14a-8(f), you were required to correct this deficiency within 14 calendar days of receipt of the Notice of Defects. However the Company did not receive any response from you. As a consequence, the Company is not required to include the February Proposal in its Proxy Statement.

Without responding to the foregoing Notice of Defects or taking any action to withdraw the February Proposal, on March 12 you sent to us the March Proposal. The March Proposal relates to entirely different subject matters than the February Proposal, and makes no reference to the February Proposal. Pursuant to Exchange Act rule 14a-8(c), each shareholder may submit no more than one proposal to a company for a particular shareholder's meeting. Accordingly, the Company believes that it is entitled to exclude the March Proposal from its Proxy Statement, and is seeking confirmation of this from the Securities and Exchange Commission (the "SEC").

While the Company believes it is entitled to exclude the March Proposal as a second proposal for the reason discussed above, we further note that the March Proposal also is not in compliance with Exchange Act rule 14a-8(c) because it is not a single proposal but consists of as many as 14 distinct proposals.

In the event that the SEC were to determine that the March Proposal is not a second proposal, you would be entitled to submit that proposal for inclusion in the Company's proxy statement, but only if you subrnit to the Company a revised proposal that complies with the single proposal requirement of Exchange Act rule 14a-8(c) within 14 days of receipt of this letter. You should understand that the Company does not waive any rights to object to any revised proposal that you may choose to submit, whether pursuant to Exchange Act rule 14a-8(c) or pursuant to any other grounds permitted by rule 14a-8.

Sincerely,

/s/

Joseph A. Stegbauer

[INQUIRY LETTER]

July 9, 2004

Via Fed-Ex and Certified Mail #7000-1670-0001-3329-0292 Return Receipt Requested

ATTENTION GRACE LEE, ESQ.
OFFICE OF THE CHIEF COUNSEL
DIVISION OF CORPORATION FINANCE
SECURITIES AND EXCHANGE COMMISSION
450 FIFTH STREET, NW
WASHINGTON, DC 20549

Re: The Procter & Gamble CompanyTwo Shareholder Proposals submitted by John Jennings Crapo

Ladies and Gentlemen:

As further described in a letter dated June 2, 2004 (the "June SEC Letter"), the Company has received two proposal letters, the first dated February 14, 2004 (the "February Proposal"), and the second dated March 12, 2004 (the "March Proposal"), from Mr. John Jennings Crapo (the "Proponent"), for inclusion in the Company's Proxy Statement for its 2004 Annual Meeting of Shareholders. The Company has previously requested the Staff's concurrence that no enforcement action will be recommended if the Company omits both the February Proposal and the March Proposal from its Proxy Statement.

In addition the Company previously noted that there are numerous substantive bases for objection to the February Proposal and the March Proposal under Rule 14a-8 (i) under the Exchange Act. In light of the procedural deficiencies discussed in this letter, the Company refrained from raising those substantive objections at this time. We respectfully reserve our right to raise such objections should the relief requested herein not be granted by the Staff.

We are copying the Proponent on this letter.

On May 27, 2004, the Company wrote the Proponent a letter (the "March 27 Letter") notifying the Proponent that the Company intended to exclude the Proponent's proposal dated March 12, 2004 because, for the reasons set forth in the March 27 Letter and the June SEC Letter, the proposal constituted a second proposal in violation of Exchange Act rule 14a-8(c) and in addition, standing on its own, the March 12, 2004 proposal itself contained multiple proposals in violation of Exchange Act rule 14a-8(c). In the May 27 Letter, the Company advised the proponent that he had 14 days from the date of his receipt of the May 27 Letter to submit a revised proposal that complied with Exchange Act rule 14a-8(c).

The Company subsequently received a return receipt from the U.S. Postal Service confirming that the Proponent received the May 27 Letter on June 16, 2004. To date, the Company has received no response from the Proponent, and the allotted 14 days have long since passed. We have enclosed six (6) copies of the May 27 Letter and the return receipt.

Accordingly, for the reasons set forth in this letter and the June SEC Letter, the Company respectfully requests that you concur in our view that, in accordance with Rule 14a-8(j), the Company may properly exclude from its Proxy Materials for the 2004 Annual Meeting both the February Proposal and the March Proposal. Your confirmation that the Staff will not recommend enforcement action if both proposals are omitted from the 2004 Proxy Statement is respectfully requested.

Sincerely,

/s/

Joseph A. Stegbauer
Senior Counsel

Enclosures

cc: John Jennings Crapow/enclosures

via Certified Mail #7000 1670 0001 3329 0308 and regular U.S. Mail

[STAFF REPLY LETTER]

May 27, 2004

Via Certified Mail #7099 3220 0007 6240 4784 and Regular First Class United States Mail Delivery

Mr. John Jennings Crapo
P.O. Box 400151
Cambridge, MA 02140-0002

Dear Mr. Crapo:

This letter is to notify you that, for the reasons set forth below, the Company intends to exclude the March Proposal from its Proxy Statement.

By a letter dated February 14, 2004, you requested that the Company include in its Proxy Statement for the 2004 Annual Meeting a proposal relating to Metamucil (the "February Proposal"). On March 5, 2004, within 14 days of receipt of the February Proposal, we notified you (the "Notice of Defects") that this proposal exceeded the 500 word limit prescribed in Rule 14a-8(d) under the Securities Exchange Act of 1934 (the "Exchange Act"). Under Exchange Act rule 14a-8(f), you were required to correct this deficiency within 14 calendar days of receipt of the Notice of Defects. Howeven the Company did not receive any response from you. As a consequence, the Company is not required to include the February Proposal in its Proxy Statement.

In the event that the SEC were to determine that the March Proposal is not a second proposal, you would be entitled to submit that proposal for inclusion in the Company's proxy statement, but only if you submit to the Company a revised proposal that complies with the single proposal requirement of Exchange Act rule 14a-8(c) within 14 days of receipt of this letter. You should understand that the Company does not waive any rights to object to any revised proposal that you may choose to submit, whether pursuant to Exchange Act rule 14a-8(c) or pursuant to any other grounds permitted by rule 14a-8.

Sincerely,

/s/

Joseph A. Stegbauer

[STAFF REPLY LETTER]

August 10, 2004

Response of the Office of Chief Counsel Division of Corporation Finance

Re: The Procter & Gamble Company Incoming letter dated June 2, 2004

The first proposal requests a report regarding "Metamucil Fiber Wafers, Fiber Laxative." The second proposal requests that Procter & Gamble take action with respect to 14 items.

There appears to be some basis for you view that Procter & Gamble may exclude the first proposal under rule 14a-8(f). We note in particular that the proposal appears to exceed the 500-word limitation imposed by rule 14a-8(d). Accordingly, we will not recommend enforcement action to the Commission if Procter & Gamble omits the proposal from its proxy materials in reliance on rules 14a-8(d) and 14a-8(f).

There appears to be some basis for your view that Procter & Gamble may exclude the second proposal under rule 14a-8(f) because the proponent exceeded the one-proposal limitation in rule 14a-8(c). Accordingly, we will not recommend enforcement action to the Commission if Procter & Gamble omits the second proposal from its proxy materials in reliance on rules 14a-8(c) and 14a-8(f).

Sincerely,

/s/

Grace K. Lee
Special Counsel

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Company Name: Procter & Gamble Co. Public Availability Date: August 10, 2004

[INQUIRY LETTER]

[APPENDIX 1]

[APPENDIX 2]

[STAFF REPLY LETTER]

[APPENDIX 3]

[APPENDIX 4]

[STAFF REPLY LETTER]

[INQUIRY LETTER]

[STAFF REPLY LETTER]

[STAFF REPLY LETTER]

Company Name: Procter & Gamble Co.
Public Availability Date: August 10, 2004