Company Name: Procter & Gamble Co.
Public Availability Date: July 27, 2006

Document Sections:

INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

VIA FEDERAL EXPRESS

June 6, 2006

U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

RE: The Procter & Gamble Company / Proposal Submitted by John J. Crapo

Ladies and Gentlemen:

This letter and the enclosed materials 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 received a shareholder proposal from John Jennings Crapo (the "Proponent") in a handwritten submission dated March 6, 2006 (the "Proposal"), received to the Secretary's Office on March 14th. Mr. Crapo requested inclusion of the proposal in the Company's Proxy Statement for its 2006 Annual Meeting of shareholders. Because this submission exceeded 500 words, the Company timely requested that Mr. Crapo submit a revised proposal that complied with the requirements of Rule 14a-8. Mr. Crapo failed to respond to our request.

The Company intends to omit the Proposal under Rule 14a-8(f)(1) on the ground that the Proponent has not complied with the word limit requirements of paragraph (d). The Company respectfully requests the Staff's concurrence that no enforcement action will be recommended if the Company omits the Proposal.

Pursuant to Rule 14a-8(j) under the Exchange Act, please find enclosed six copies of the Proposal by Mr. Crapo, this letter, and our correspondence with the Proponent concerning his proposal. The Company is simultaneously providing a copy of this submission to Mr. Crapo.

The Proposal fails to comply with Rule 14a-8(d).

Rule 14a-8(f)(1) provides that a company may exclude a shareholder proposal if the proponent fails to comply with the eligibility or procedural requirements, provided that the company timely notifies the proponent of the deficiency and the proponent fails to correct the deficiency within the required time. Rule 14a-8(d) states that "the proposal, including any accompanying statement, may not exceed 500 words." The Staff has explained that "any statements that are, in effect, arguments in support of the proposal constitute part of the supporting statement" for purposes of this word limit. Please see Staff Legal Bulletin No. 14 §C(2)(a) ("SLB 14") (July 13, 2001) (stating that any "title" or "heading" that meets this test may be counted towards the 500 word limit).

1. The Proposal exceeds 500 words.

Mr. Crapo's handwritten Proposal contains over 800 words, well-exceeding the 500 word limit. Please see Exhibit A.

2. The Company timely notified Mr. Crapo of this procedural deficiency and he failed to respond.

Accordingly, within 14 days of receipt of the proposal, the Company notified Mr. Crapo of this deficiency by letter dated March 22, 2006. Please see Exhibit B. This letter noted that the Proponent's proposal and statement consisted of more than 500 words and invited Mr. Crapo to submit a revised submission that complied with the required limit. The Company's letter clearly explained:

the requirement of Rule 14a-8(d) that a proposal, together with any supporting statement, not exceed 500 words; and

the requirement that a conforming response had to be postmarked or submitted electronically within 14 days of receipt of the Company's notice.

Consistent with SLB 14, the Company enclosed a copy of Rule 14a-8 in its March notice. The Company subsequently received a return receipt from the U.S. Postal Service confirming that the Proponent received the March 22 letter on March 28, 2006. To date, the Company has received no response from Mr. Crapo, and the allotted 14 days have long since passed.

3. The Proposal does not comply with the procedural requirements.

The Proponent is a seasoned shareholder, experienced with the procedural requirements of Rule 14a-8(d). See, e.g., Bank of America Corp. (Jan. 27, 2005) (concurring that Mr. Crapo's proposal may be excluded because it exceeded 500 words); The Procter & Gamble Co. (Aug. 10, 2004) (concurring that one of Mr. Crapo's proposals may be excluded for exceeding 500 words). Following our notice of March 22, 2006, Mr. Crapo had an opportunity to revise the statement. That is all that is required by Rule 14a-8. See, e.g., Amgen, Inc. (Jan. 12, 2004) (proponent was given the opportunity to reduce the length of a submission to 500 words but failed to do so, resulting in exclusion of the proposal) (reconsideration request denied, Feb. 10, 2005); Northrop Grumman Corp. (Mar. 17, 2000) (same). Despite notice and an opportunity to cure, the proposal does not comply with the 500 word limit required by Rule 14a-8(d).

Accordingly, since the Proponent failed to reduce the length of the proposal and supporting statement within 14 days as provided in Rule 14a-8(f)(1), the Company respectfully requests that you concur in its view that, in accordance with Rule 14a-8(j), it may properly exclude the Proposal from its Proxy Materials for the 2006 Annual Meeting. Your confirmation that the Staff will not recommend enforcement if the Proposal is omitted from the 2006 Proxy Statement is respectfully requested.

The Company also notes that there are substantive bases for objection to the Proposal under 14a-8(i) of the Exchange Act. In light of the procedural deficiency discussed in this letter, the Company refrains from raising 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.

Should you have any questions regarding this matter or require additional information, please contact me at 513-983-7695. Please acknowledge receipt of this letter by date-stamping the enclosed additional copy of this letter and returning it to me in the enclosed envelope.

Very truly yours,

/s/

Susan S. Whaley
Senior Counsel

Enclosures

Hand written text will be available August 9, 2006.
Hand written text will be available August 9, 2006.
Hand written text will be available August 9, 2006.
Hand written text will be available August 9, 2006.

[STAFF REPLY LETTER]

July 27, 2006

Response of the Office of Chief Counsel Division of Corporation Finance

Re: The Procter & Gamble Company Incoming letter dated June 6, 2006

The proposal requests an explanation of the procedures for including shareholder proposals in proxy statements.

There appears to be some basis for you view that Procter & Gamble may exclude the 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).

Sincerely,

/s/

Ted Yu
Special Counsel