Company Name: Procter & Gamble Co.
Public Availability Date: August 9, 2007

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

June 7, 2007

VIA FEDERAL EXPRESS

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 Carolyn B. Woodhouse

Dear Ladies and Gentlemen:

The Procter & Gamble Company (the "Company) is filing this letter pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to notify the Securities and Exchange Commission (the "Commission") of the Company's intention to exclude a shareholder proposal (the "Proposal") submitted by Carolyn B. Woodhouse (the "Proponent") from the proxy materials for the Company's 2007 Annual Meeting of Shareholders (the "2007 Proxy Materials"). The Company requests that the staff of the Division of Corporation Finance of the Commission (the "Staff") not recommend enforcement action if the Company excludes the Proposal from its 2007 Proxy Materials for the reasons described below.

Pursuant to Rule 14a-8(j), please find enclosed six copies of this letter, the Proposal and our previous correspondence with the Proponent. The Company is simultaneously providing a copy of this submission to the Proponent.

I. Factual Background

On April 23, 2007, the Company received a letter (Attached as Exhibit A) from the Proponent which stated:

I propose: Wherever in the United States of America that Proctor (sic) and Gamble sponsors a news program in Spanish, that half of that program be incorporated into an English lesson.

This will be beneficial for our country and also for the people who are not proficient in English.

Because the Proponent failed to provide a written statement indicating that she intended to hold the requisite number of shares through the date of the Annual Meeting of Shareholders, the Company responded with a letter dated April 25, 2007, informing the Proponent that the Proposal was procedurally deficient and outlining the necessary steps to cure (Attached as Exhibit B). The Company then issued a second letter on May 4, 2007, responding to a phone call from the Proponent clarifying that she need not re-submit the Proposal when providing a written statement that she intended to hold the requisite number of shares through the Annual Meeting of Shareholders (Attached as Exhibit C). The Proponent cured the procedural deficiency by adding a handwritten statement at the bottom of her original letter stating "I intend to keep may Procter and Gamble stock through the year 2007" and resubmitting that document to the Company by May 8, 2007 (Attached as Exhibit D).

II. No-Action Request

The Company respectfully requests that the Staff confirm that it will not recommend enforcement action to the Commission if the Company omits the Proposal from its 2007 Proxy Materials. The Company believes that there are several substantive bases for exclusion of the Proposal. The Company intends to exclude the Proposal from its 2007 Proxy Materials because: (1) it is not a shareholder proposal within the meaning of Rule 14a-8(a); (2) it is materially vague and indefinite under Rule 14a-8(i)(3); (3) it is irrelevant to the Company's business operations under Rule 14a-8(i)(5); and (4) the Company lacks the power or authority to implement the Proposal under Rule 14a-8(i)(6). Finally, to the extent that the Staff does not agree that any of the foregoing bases for exclusion apply, the Company intends to exclude the Proposal from its 2007 Proxy Materials under Rule 14a-8(i)(7) because it relates to the Company's ordinary business operations. We also respectfully reserve the right to raise additional objections should the relief requested herein not be granted by the Staff.

III. The Proposal Is Not a Shareholder Proposal Within the Meaning of Rule 14a-8(a).

Rule 14a-8(a) under the Exchange Act defines a shareholder proposal as a shareholder's "recommendation or requirement that the company and/or its board of directors take action" (emphasis added). Rule 14a-8 further provides that a shareholder proposal "should state as clearly as possible the course of action that [the proponent] believe[s] the company should follow."

While the Proposal recommends an action be takennamely that half of any Spanish news program sponsored by the Company be incorporated into an English lesson - the Proposal does not recommend or require that the Company or its board of directors take any action. Nor is the Proposal clear on how a company that manufactures, markets and distributes consumer products should undertake the task of creating English lessons or teaching English to those who speak Spanish. As a result, the Proposal does not satisfy the definition of a shareholder proposal set forth in Rule 14a-8(a) and may be excluded from the Company's 2007 Proxy Materials.

IV. The Proposal Is Vague and Indefinite and May Be Excluded Under Rule 14a-8(i)(3).

Rule 14a-8(i)(3) permits a company to exclude a proposal if the proposal or the supporting statement contains materially false or misleading statements in violation of the Commission's proxy rules, including Rule 14a-9. The Staff has consistently taken the position that vague and indefinite shareholder proposals are excludable under Rule 14a-8(i)(3) because "neither the stockholders voting on the proposal, nor the company in implementing the proposal (if adopted), would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires." Staff Legal Bulletin No. 14B (Sept. 15, 2004). See also International Business Machines Corporation (Feb. 2, 2007) (proposal seeking to reduce officer and director salaries excluded under Rule 14a-8(i)(3) as vague and indefinite where the company argued that the proposal could be interpreted in multiple ways); Bank of America Corporation (Feb. 12, 2007) (excluding under Rule 14a-8(i)(3) as vague and indefinite a proposal seeking to reduce company investments until such time as certain conditions regarding the state of Israel are satisfied); The Procter & Gamble Company (Oct. 22, 2005) (proposal seeking creation of witness protection fund for shareholders of publicly owned companies excluded under Rule 14a-8(i)(3) as vague and indefinite); and Philadelphia Electric Company (July 30, 1992) (excluding under Rule 14a-8(i)(3) a proposal seeking creation of a shareholder committee because it was so vague and indefinite that neither the shareholders nor the company would be able to determine "exactly what measures the proposal requires").

Not unlike the proposals cited above, the Proposal is vague and indefinite because critical terms necessary to understand the operation of the Proposal are neither defined nor sufficiently identified. Based on the language of the Proposal, it is entirely unclear what the Proponent is requesting. Is the Proponent requesting that the Company expand its current business of manufacturing, marketing and distributing consumer products to include creating English lessons for Spanish speaking individuals in the U.S.? Or is the Proponent requesting that the content of any Company sponsored news program be incorporated into existing English lessons? Or is the Proponent requesting that the Company require the networks that produce news programs broadcast in Spanish to incorporate half of the program's content into an English lesson that they create? Or perhaps the Proponent is requesting that the Company provide funding to third party organizations that specialize in creating English lessons so that these organizations can incorporate half of the Company sponsored Spanish news programs into these lessons?

The Supporting Statement submitted by the Proponent further obfuscates the issue. It states: "This will be beneficial for our country and also for the people who are not proficient in English." Notwithstanding the issue of whether incorporating half of a Company sponsored Spanish news program into an English lesson is or is not beneficial for the United States or those who are not proficient in English, the Supporting Statement presupposes that these English lessons will then be used to teach someone English - a proposition that is never referred to in the Proposal. Does the Proponent intend for the Company to also teach the English lessons? Or does the Proponent intend for the Company to provide funding to another organization so that it can teach the English lessons? Where should these English lessons be taught and to whom?

Based on these ambiguities and the fact that critical terms used in the Proposal are neither defined nor described in a manner that would allow shareholders to understand how the Proposal would operate, it is unclear what actions shareholders voting for the Proposal would expect the Company to take and what actions the Company would be required to take if the Proposal were adopted. As such, the Proposal is excludable under Rule 14a-8(i)(3) as misleading "because any actions ultimately taken by the Company upon implementation of this proposal could be significantly different from the actions envisioned by shareholders voting on the proposal." Occidental Petroleum Corp. (Feb. 11, 1991). See also Fuqua Industries, Inc. (Jan. 18, 1991); and International Business Machines (Feb. 2, 2005).

V. The Proposal Is Irrelevant to the Company's Business and May Be Excluded Under Rule 14a-8(i)(5).

Rule 14a-8(i)(5) allows for exclusion of a proposal if it relates to operations which account for less than five percent of the company's total assets, net earnings and gross sales at fiscal year end and is not otherwise significantly related to the company's business. The Company's business is the manufacturing, marketing and distribution of consumer products. The Company is empowered by its Amended Articles of Incorporation to produce, manufacture, buy, sell, merchandise and deal in various consumer products including soaps, detergents, cosmetics, perfumes, food products, pharmaceuticals and paper products.

The Company is not engaged in any businesses involving or related to: (1) the development or creation of English lessons or (2) the teaching or instruction of the English language to those who speak Spanish. Nor do Company sales of products to Spanish speaking individuals in the U.S. who are not proficient in English rise to the requisite five percent thresholds set forth in Rule 14a-8(i)(5). Furthermore, the development, creation of, and/or administration of English lessons for Spanish speaking individuals in the U.S. is not otherwise significantly related to the Company's consumer products business. As a result, the Proposal is irrelevant to the Company's business and should be excludable under Rule 14a-8(i)(5).

VI. The Company Lacks the Power/Authority to Implement the Proposal So the Company May Exclude the Proposal Under Rule 14a-8(i)(6).

Rule 14a-8(i)(6) permits the exclusion of shareholder proposals that the company would lack the power to implement. The Staff has acknowledged that a company lacks the power to implement a proposal where "the proposal is so vague and indefinite that a [company] would be unable to determine what action should be taken." International Business Machines Corporation (Jan. 14, 1992). As described in Section IV of this letter, the Proposal is vague and indefinite because critical terms necessary to understand the operation of the Proposal are neither defined nor sufficiently identified. Based on the language in the Proposal, it is unclear as to: (1) who the Proponent is requesting to take action (e.g., the Company, its board of directors, or a third party) and (2) what action the Proponent is requesting that party to take (e.g., incorporating content from the Company sponsored program into an existing English lesson, creating an English lesson of its own, teaching English lessons to Spanish speakers, etc.).

Moreover, even if the Proposal were clear as to who/which entity the Proponent expects to take action, it is unclear whether the Company or its board of directors has the ability or the power to create or teach English lessons or to require Spanish speaking people in the U.S. to participate in such lessons or become proficient in English. The Company manufactures, markets and distributes consumer products; it does not create English lessons or teach English to those who are not proficient. Because neither the Company nor its board of directors has the power or authority to implement the Proposal, and because it would be impossible for the Company to determine what action should be taken due to the vague and indefinite nature of the Proposal, the Proposal may be excluded from the Company's 2007 Proxy Materials under Rule 14a-8(i)(6).

VII. The Proposal Relates to the Company's Ordinary Business Operations and May Be Excluded Under Rule 14a-8(i)(7).

In the event that the Staff does not agree that the preceding paragraphs provide a basis for excluding the Proposal from the Company's 2007 Proxy Materials, Rule 14a-8(i)(7) permits the exclusion of shareholder proposals that deal with matters relating to the company's ordinary business operations. The Commission has acknowledged that the underlying policy of Rule 14a-8(i)(7) is "to confine the resolution of ordinary business problems to management and the board of directors, since it is impracticable for shareholders to decide how to solve such problems at an annual shareholders meeting." SEC Release No. 34-40018 at III (May 21, 1998).

The Company is the world's largest consumer products company and manufactures, markets and distributes soaps, detergents, shampoos, diapers, cosmetics and diapers in more than 180 countries around the globe. As one of the largest advertisers in the United States, the Company's day-to-day decisions regarding advertising and sponsorship opportunities are routine matters constituting ordinary business within the meaning of Rule 14a-8(i)(7). Simply because the program sponsored happens to be broadcast in Spanish does not remove it from the realm of a routine and ordinary business decision.

Moreover, the Staff has consistently recognized that the nature, presentation, and content of an advertiser's programming and film production constitute ordinary business under Rule 14a-8(i)(7). See General Electric Company (Jan. 10, 2005) (allowing exclusion under Rule 14a-8(i)(7) because focus of proposal was on the ordinary business matter of nature, presentation and content of programming and film production) and Gannet Co. Inc. (Mar. 18, 1993) (proposal excludable under Rule 14a-8(i)(7) because it relates to nature, presentation and content of news and advertising of company which is ordinary business).

Allowing shareholders to vote on proposals which would require the Company to incur significant additional costs as a result of an ordinary business decision would circumvent the intent of Rule 14a-8(i)(7) and would be inconsistent with the Staff's previous guidance in this area. It would, in essence, place shareholders in a position to supplant company management in making the day-to-day operational decisions for the business.

The fact that a proposal may touch on a social policy issue should not change the legal conclusion that the proposal can properly be omitted from the 2007 Proxy Materials by virtue of Rule 14a-8(i)(7). The English proficiency of Spanish speaking individuals in the United States is, at best, only peripherally related to the Company's consumer products business and does not raise a significant social policy issue like those previously recognized by the Staff as non-excludable under Rule 14a-8(i)(7) (e.g., nuclear power and safety, doing business in countries with a history of human rights violations, slave labor dealings with mainland China and the former Soviet Union, termination of animal testing, etc.). As such, the Company believes that the Proposal is excludable under Rule 14a-8(i)(7) because it deals with a matter relating to the Company's ordinary business.

VIII. Conclusion

For the foregoing reasons, the Company respectfully requests that the Staff confirm that it will not recommend that the Commission take any enforcement action if the Company excludes the Proposal from its 2007 Proxy Materials. If you have any questions or if the Staff is unable to concur with out conclusions without additional information or discussion, we respectfully request the opportunity to confer with members of the Staff prior to the issuance of any written response to this letter.

Should you have any questions regarding this matter or require additional information, please contact me at (513) 983-1042. Please be aware that the Company intends to mail the 2007 Proxy Materials for the Annual Meeting of Shareholders on or about August 28, 2007.

Please acknowledge receipt of this letter by date-stamping the attached copy of this letter and returning it to me in the self-addressed, stamped envelope provided for your convenience.

Respectfully Yours,

/s/

Jason P. Muncy

Cc: Carolyn B. Woodhouse

Enclosure

[INQUIRY LETTER]

April 19, 2007

The Proctor and Gamble Company

In Care of: Secretary

One Proctor and Gamble Plaza

Cincinnati, Ohio 45202-3315

Re: Shareholder Proposal submitted by Mrs. Carolyn B. Woodhouse, 5931 Donjoy Drive, Cincinnati, Ohio 45242

I propose: Wherever in the United States of America that Proctor and Gamble sponsors a news program in Spanish, that half of that program be incorporated into an English lesson.

This will be beneficial for our country and also for the people who are not proficient in English.

/s/

[INQUIRY LETTER]

April 19, 2007

The Proctor and Gamble Company

In Care of: Secretary

One Proctor and Gamble Plaza

Cincinnati, Ohio 45202-3315

Re: Shareholder Proposal submitted by Mrs. Carolyn B. Woodhouse, 5931 Donjoy Drive, Cincinnati, Ohio 45242

I propose: Wherever in the United States of America that Proctor and Gamble sponsors a news program in Spanish, that half of that program be incorporated into an English lesson.

This will be beneficial for our country and also for the people who are not proficient in English. This graphic not available in DOS

/s/

[STAFF REPLY LETTER]

August 9, 2007

Response of the Office of Chief Counsel Division of Corporation Finance

Re: The Procter & Gamble Company Incoming letter dated June 7, 2007

The proposal provides that if the company "sponsors a news program in Spanish," then "half of that program be incorporated into an English lesson."

There appears to be some basis for your view that Procter & Gamble may exclude the proposal under rule 14a-8(i)(7), as relating to Procter & Gamble's ordinary business operations (i.e., the manner in which a company sponsors a program). Accordingly, we will not recommend enforcement action to the Commission if Procter & Gamble omits the proposal from its proxy materials in reliance on rule 14a-8(i)(7). In reaching this position, we have not found it necessary to address the alternative bases for omission upon which Procter & Gamble relies.

Sincerely,

/s/

Ted Yu

Special Counsel