Filed by The Procter & Gamble Company
                                                  Pursuant to Rule 425 under the
                                                          Securities Act of 1933

                                           Subject Company: The Gillette Company
                                                  Commission File No.: 001-00922
                                                     Registration No. 333-123309





                                PROCTER & GAMBLE

                             Moderator: Clayt Daley
                                 April 28, 2005
                                  7:30 a.m. CT


Operator: Good day everyone and welcome to the Procter and Gamble third quarter
     earnings release conference call. Just a reminder, today's call is being
     recorded. The rebroadcast, reproduction, or retransmission of this
     conference call in whole or in part is strictly prohibited without the
     prior written consent of the Procter and Gamble company.

     And now for opening remarks and introductions, I'd like to turn the call
     over to the Chief Financial Officer, Mr. Clayt Daley; please go ahead, sir.

Clayt Daley: Thank you. And good morning and welcome to Procter and Gamble's
     quarter end conference call.

     A.G. Lafley our CEO; and John Goodwin, our Treasurer join me this morning.
     I'll begin the call with a summary of our third quarter results. John will
     cover our results by operating segment, and I'll wrap up with an update on
     the Gillette transaction, our expectations for the June quarter and a brief
     outlook on next fiscal year. A.G. will join the call for the Q&A's, and as
     always following the call John Goodwin, Thomas Tippl and I will be
     available to provide additional perspective as needed.

     Now on to the March quarter results. We delivered another strong quarter,
     with organic sales growth of eight percent, driven by seven percent volume
     growth on a comparable basis. Diluted net earnings per share were 63 cents,
     up 15 percent versus year ago, and two cents ahead of the consensus. This
     was our 13th consecutive quarter of top and bottom line growth at or above
     our long-term objectives. And this performance comes on top of a very
     strong base period where organic sales grew a record nine percent, and EPS
     grew 14 percent.

     Third quarter net sales were 14.3 billion, up 10 percent. Acquisitions and
     divestitures reduced sales growth by one percent, due to the juice
     divestiture last August, while foreign exchange added three percent.

     Organic sales growth was up eight percent, comfortably above the top end of
     our target range. Total shipment volume increased six percent, and organic
     volume grew a strong seven percent. All business units delivered volume
     growth of mid single digits or better with health care, baby and family
     care, and beauty care setting the pace. Health care volume grew 14 percent.
     Baby and family care was up eight percent. And beauty care grew seven
     percent.

     Developing market volume grew more than 15 percent. In our December analyst
     meeting, we talked about winning with more of the world's consumers, as a
     key part of our top line growth strategy. These results indicate that we
     are making good progress against this major growth opportunity.

     For the first time in four years, price had a positive impact on sales up
     one percent. This is a result of price increases to recover higher
     commodity costs. And we have announced additional commodity related price
     increases in the US for diapers, dish care, Pepto-Bismol and Metamucil.
     Market acceptance of our price increases has been generally favorable
     particularly in developing markets, family care and coffee. But despite
     escalating prices for petro-chemically derived materials competition has
     not changed price, since our price increases in fabric care, both in the US
     and Western Europe.

     Also competition added escalating promotion spending in categories such as
     dish care, and oral care globally, and diapers and Western Europe. We are
     carefully monitoring our business progress in these categories over the
     June quarter, and are permitted to provide consumers with a competitive
     value proposition.

     Next, earnings and margin performance. Operating income was up 17 percent
     to 2.7 billion. Operating margin expanded a strong 110 basis points. The
     improvement was driven primarily scale leverage from higher volume, and
     tight cost control in areas of cost of goods and SG&A as well as pricings
     to partially recover commodity cost increase. Gross margin was down
     slightly, as we absorbed a significant negative commodity impact of more
     than 100 basis points.

     We expect that we are close to the peak of year-over-year gross margin
     compression from commodities, since we will begin to (lap) higher commodity
     prices in the base period. However, we believe commodity prices will remain
     at high levels for the foreseeable future.

     Selling, general and administrative expenses are down 120 basis points. We
     are benefiting from scale leverage and overhead and marketing support,
     particularly in developing markets, as a result of their continued rapid
     growth. We are maintaining rigorous cost discipline across all businesses,
     resulting in lower overhead spending as a percent of sales. And we are
     making good progress with our marketing ROI work, to get more out of each
     dollar spent. As a result, we continue to deliver very strong top line
     growth with marketing spending as a percent of sales, at or below year ago
     levels, behind a strong initiative program.

     In the back half of the fiscal year, we have been launching in North
     America alone, eight beauty care initiatives, including Pantene color
     expressions, Herbal Essence styling products, Nice and Easy with color seal
     technology, and (Boss Soul). Three fabric and home care upgrades, including
     Tide cold water, and Dawn with bleach alternative, four pet health product
     initiatives, including a new Eukanuba indoor cat formula. As a well as a
     series of oral care initiatives, including Crest Pro Health Rinse, to new
     Scope flavors and Crest sensitive toothpaste. Our initiative program
     outside of the US is equally robust and supported by strong marketing
     programs. This is driving volume and sales growth even in challenging
     markets, such as Western Europe.

     Now before we move to cash performance, I would like to make a few comments
     on the impact of the share repurchase program, foreign exchange and tax. As
     expected, the stepped up share repurchase was neutral to EPS in the March
     quarter. This is due to the treasury stock accounting method, which has a
     lag effect on the average quarterly shares out standing while the
     additional interest expense is immediately reflected in the income
     statement. For the same reasons, plus the fact that we won't purchase
     shares between the time of the proxy and the shareholder vote, we continue
     to expect less than one cent EPS improvement for the fiscal year as a
     result of the stepped up share repurchase program.

     With regard to foreign exchange, we are benefiting from unusually stable
     developing market currencies. This year, P&G's basket of emerging market
     currencies has been appreciating modestly versus the dollar. Therefore,
     compared to the past two fiscal years, we estimate a slightly stronger
     contribution to earnings from currency to the tune of about one percent
     point. Now this is, of course, significantly below the currency benefits on
     the top line because of our substantial natural hedge position, and our
     corporate hedging programs.

     Now let me turn to tax. The higher March tax rate of 31.9 percent is due to
     a provision for taxes on anticipated dividends from foreign subsidiaries.
     This was largely offset by a reduction of tax reserves, relate to favorable
     tax settlements in a number of jurisdictions. These discreet tax items have
     to be recorded in the quarter they occur. In line with prior guidance, the
     company still expects the effective tax rate for the fiscal year to come in
     about 30-and-a-half percent. This is slightly higher than the 30.3 percent
     recorded for the first half of the fiscal year, due to more profit coming
     from higher tax locations. Now I want to note that this does not reflect
     the potential impact of repatriating incomes earned outside of the United
     States under the American Jobs Creation Act, commonly referred to as
     Homeland. We are still waiting for clarification and revision of
     provisions, that need to be redrafted, to determine the amount of earnings
     we may repatriate, if any under the act.

     Now, on to cash. Operating cash flow in the quarter was more than 2.6
     billion, about $330 million less than the same period last year. Working
     capital performance was negatively impacted by higher inventories, up two
     days versus a year ago. This is the result of higher commodity costs,
     pipeline build for the strong initiative programs, as well as rebuilding
     inventories on a number of categories, where we were previously on
     allocation.

     Free cash flow for the quarter was $2.2 billion. Capital spending for the
     quarter was 3.3 percent of sales. And we are on track for another year of
     cap spending at our below our long-term target of four percent. Free cash
     flow productivity was 126 percent for the quarter. This brings the
     year-to-date cash flow productivity to 91 percent. And we remain on track
     to meet our 90 percent target for the fiscal year.

     Now I'll turn it over to John for a discussion of the business unit results
     by segment.

John Goodwin: Thanks, Clayt. Our beauty care business delivered very strong in
     the quarter. Volume increased seven percent led by skin care, fine
     fragrances and feminine care. Sales were $4.9 billion, up nine percent,
     including a three percent gain from foreign exchange. Net earnings were
     $701 million, an increase of 23 percent, driven mainly by strong top line
     growth. Earnings were also helped by synergy savings from the weather
     acquisition integration which remain on track with the initial targets. In
     addition, the increased ownership of the China business, and the weather
     domination agreement added to earnings growth. These benefits funded
     increased marketing support for new initiatives, such as Olay Quench hand
     and body lotions; Olay moisture rinse, in shower body moisturizer; Pantene
     pro health and color expressions initiatives; geographical expansion of
     Herbal Essences into Japan; and hair and skin care portfolio expansion in
     Asia including rejoice, SK2, and Olay white radiance eye cream.

     Global skin car delivered its sixth consecutive quarter of greater than 20
     percent volume growth. The growth this quarter was broad based, with
     developed markets up mid teens, and developing markets up more than 30
     percent. In North America, Olay skin care volume was up mid teens behind
     the launch of the Quench and (Regenerist) night initiatives. Olay past
     three month all outlet value share of US facial moisturizers was 39
     percent, up five points versus the prior year.

     Global retail hair care volume grew mid single digits. The Pantene brand
     grew volume double digits in both developed and developing markets, and the
     rejoice brand grew strong double digits driven by new initiatives in
     developing Asian markets.

     Hair care value share in Western Europe was up nearly two points to 22
     percent. In North America, hair care value share was 32 percent, down just
     over a point. A steady growth of the market leading Pantene brand was more
     than offset by soft Herbal Essences results, and minor brand
     discontinuations.

     The global feminine care business delivered another quarter of strong
     volume growth led by developing markets, with volume up more than 20
     percent. Volume of the (Naturella) brand more than doubled versus the same
     quarter last year, behind expansion into Central and Eastern Europe and
     continued growth in Latin America. The Always Whisper pad franchise grew
     double digits behind the new cotton light top sheet upgrade in developed
     markets, and mid tier entries in developing regions. Always is now at
     record high value share for the feminine pad segments in both the US and UK
     with shares of 49 percent and 66 percent respectively.

     Health care also delivered very strong results. Volume grew 14 percent in
     sales with $2 billion, and increase of 16 percent. Actonel, Prilosec OTC,
     Vicks, and the developing markets oral care businesses led the top line
     growth. Foreign exchange helped sales by two percent. Net earnings were
     $252 million, up 22 percent, driven mainly by the strong top line results.
     Also, this is versus a strong grace period, where earnings grew 48 percent.

     In personal healthcare, Prilosec OTC volume for the quarter was more than
     double the amount shipped in the same quarter last year, partially due to
     the rebuilding trade stock. Prilosec OTC US all outlet value share of the
     heart burn segment is 32 percent, up two points versus last year.

     The Vicks business had a very strong quarter, with double digit global
     volume growth due to the later cold and flu season compared to last year.
     Global oral volume was up high single digits. Developing markets delivered
     another quarter of very strong volume growth which more than offset slight
     volume declines in developed markets. The soft developed results were
     mainly due to contraction of the US tooth whitening market versus the prior
     year. However, volume growth of tooth whitening on a sequential basis, up
     high teens versus the December quarter

     In the toothpaste segment, P&G's US past three month all outlet share is 33
     percent, inline with the same period last year. This is despite increased
     levels of competitive spending. In China, Crest past three month value
     share is now over 26 percent, up seven points versus the prior year.

     Pharmaceuticals posted double digit volume growth led by Actonel. Actonel
     continues to deliver broad based share growth and is now over 33 percent
     global value share, of (biphosonates) for the treatment of osteoporosis.
     Actonel has now grown global share for 34 consecutive months.

     Baby and family care had another good quarter of volume, sales and earnings
     growth. Volume grew eight percent, led by higher single digit growth in
     baby care, and mid single digit growth in family care. Sales increased 13
     percent to $3 billion, including a three percent help from foreign
     exchange. Pricing helped sales growth by one percent, driven mainly by
     increases taken last summer, in North American family care, to partially
     recover higher pulp and energy costs. This has been partially offset by
     pricing adjustments in select Western European baby care markets, to
     respond to heavy competitive promotional spending.

     Net earnings for the quarter were $339 million, an increase of 56 percent.
     The very strong earnings growth was driven by fixed cost leverage from
     volume growth and manufacturing cost savings. Price increases on the family
     care business, largely offset the negative impact of higher commodity
     prices. In family care, US all outlet share for Bounty is 41 percent, up
     nearly a point versus last year. Bounty continues to get excellence
     customer support behind the new pack format introduced last year. Charmin
     US all outlet share is up 27 percent, up versus a point in the prior year.
     Charmin has benefited from a new pack line up and a new mega roll pack to
     address consumer's desire for longer tissue roll life.

     Baby care delivered broad based volume growth with developed markets up
     high single digits, and developing markets, up in the teens. US Pampers
     diaper past three month all outlet value share was over 28 percent, up more
     than two points versus year ago behind the continued growth of the baby
     stages line, specifically the new feel and learn training pant. In
     addition, we recently launched can do toddler care wipes, and hand soap in
     North America, building on their success in Western Europe. Western Europe
     Pampers diaper share is now over 54 percent, up two points versus year ago.
     This growth is being driven by ongoing product innovations on both the baby
     drive, and the premium baby stages of development line.

     Fabric and home care delivered solid top line growth, with volume up five
     percent, and sales were $3.8 billion, up seven percent. Foreign exchange
     helped sales growth by three percent. Mix lowered sales by one percent due
     to rapid growth in the laundry detergents business and developing markets.
     Net earnings for the quarter were $508 million an increase - a decrease,
     sorry, of six percent versus last year, due mainly to higher commodity
     costs. Also, negatively impacting earnings was a one time charge related to
     supply chain sourcing optimization.

     During the quarter, P&G continued the launch of high end initiatives in the
     US with the introduction of Tide cold water. Similar to the recently
     introduced Tide with a touch of Downey, this initiative gives the consumer
     great total wash value from a premium priced product.

     Also during this quarter, P&G increased list prices on the US Era and Gain
     brands, by eight percent to partially offset increases in commodity costs.
     This was coupled with a temporary increase in promotion funds for these
     brands to allow retailers to phase in the higher prices during the quarter.
     And to keep our brands competitive with those that have not taken similar
     price increases.

     Global fabric care volume was up mid single digits, lead by China. P&G
     laundry value share in China is now 19 percent, up five points versus last
     year. In Western Europe, laundry share is now 32 percent, up a point versus
     year ago. And in North America, P&G laundry value share is over 58 percent,
     up slightly versus the prior year.

     Our home care shipments were inline with a very strong prior year base
     period, when volume was up more than 20 percent behind initiative
     introductions. Market share positions in home care remain strong. P&G past
     three month all outlet value share for Swiffer cleaning systems is 78
     percent, up five points versus last year. P&G US hand dish washing liquid
     value share is 54 percent, about flat versus last year. And the market
     leading dorm brand is up 41 percent share, up more than a point. Cascade
     continues to build its leadership share in the US auto dish washing
     segment, with value share of 58 percent, up six points since last year. And
     Febreeze holds a 77 percent value share of fabric sprays, and has quickly
     earned a 12 percent share of the instant air freshener market, behind the
     successful launch of Febreeze air effects.

     P&G remains focused on growing brands over the long term with meaningful
     innovation. But we will also keep brands priced competitively to ensure we
     deliver superior consumer value.

     Snacks and coffee volume increased six percent for the quarter, led by
     double digit volume growth of the coffee business. Sales of $767 million,
     up 16 percent. Foreign exchange helped sales by one percent, and pricing
     increases to align retail prices with green coffee costs increased sales
     growth by nine percent. Net earnings were $105 million, up 91 percent
     versus a low based period. Fixed cost leverage from higher volume growth,
     the price increases to offset higher green coffee costs, and lower
     merchandising spending helped to restore margins to levels existing prior
     to the significant increase in raw material prices.

     Despite the risk of being the first (mover) to increase prices, Folgers
     grew past three month US all outlet value share, versus the prior year, and
     is now at 33 percent of the market. Pringles past three month all outlet
     value share was over 14 percent, up slightly versus last year. And we
     continue to get greater customer and consumer response to our unique
     printing and flavor customization initiatives.

     That concludes the business unit review. Now I'll turn the call back to
     Clayt.

Clayt Daley: Thanks, John. Before closing with guidance, I want to provide a
     brief update on the progress of the Gillette acquisition. We have now
     formed integration teams for the regions, functions and product lines, led
     by (Jim Kilts) and me. Work has started to map out the specific steps that
     capture the committed synergies. The plans are being designed to
     effectively and efficiently bring together these two great companies. And
     while it's early, we're on track so far.

     On the people side, we're putting in place processes, to identify the
     players we want to field as part of the best team. We've also made several
     key decisions about how the combined company will be managed. We will
     operate within the P&G, GBU, MDO structure that has proven successful over
     the last four years, and is frankly fairly similar to Gillette's current
     operating structure.

     We will create a new segment for Gillette consisting of blades and razors,
     (Braun) and Duracell businesses, including the marketing, R&D,
     manufacturing and engineering functions supporting these operations. The
     Gillette segment will report to (Jim Kilts); blades and razors will
     continue to be based in Boston; Braun in (Kroenberg), Germany; and Duracell
     in Bethel, Connecticut for the foreseeable future.

     Gillette's all care and personal care businesses will be combined with
     P&G's oral care, and deodorant and Old Spice businesses, with locations
     still to be determined. The combined oral care business will report to
     Kerry Clark while the combined personal care business will report to Susan
     Arnold.

     Our on the ground operations will go to market as one company everywhere
     around the world. This means that P&G's MBO and Gillette's commercial
     operations will merge into a single organization.

     The combined company will operate under P&G's shared services model. Also,
     Gillette will adopt P&G's reporting framework moving to a fiscal year that
     ends on June 30.

     Now let me update you on the closing timing for the transaction. We expect
     to mail the proxy in the first half of May. The P&G shareholder vote is
     currently scheduled for June 13th. The Gillette shareholder vote is
     currently scheduled to take place on June 14th. These dates are based on
     the expectation that the SEC will declare the refilled S-4 effective in
     early May.

     Next to guidance for the June quarter. Top line for the quarter, as well as
     the fiscal year should continue to expand at a high single digit's rate.

     For the June quarter, foreign exchange is expected to contribute about two
     to three percent to sales growth, the negative impact from developing
     market mix and the juice divestiture should be offset by positive pricing.
     Operating margins is expected to be about flat versus the June quarter a
     year ago.

     In light of higher commodity prices, and uncertainty about competitors
     following our price increases in developed markets, we believe it is
     prudent to make sure we have the financial flexibility to address whatever
     issues confront us in the marketplace. We remain committed to taking
     appropriate steps to maintain competitive value where and when necessary.
     And we will continue to support our strong initiative program to keep the
     top line growing.

     As mentioned earlier in the discussion about tax, we expect the rate for
     the year to come in at about 30-and-a-half percent. We will update tax
     guidance, once we have more clarity about the potential opportunities
     created by the American Jobs Creation Act.

     With regard to earnings per share, we continue and expect a range of 54 to
     55 cents per share for the June quarter. And with the March quarter over
     delivery, we are raising the fiscal year earnings guidance to a range of
     2.64 to 2.65 per share.

     In summary, we are pleased with our ability to deliver a second consecutive
     year of 14 percent earnings per share growth, especially since this year
     has been characterized by a very challenging cost and competitive
     environment.

     Now turning to the next fiscal year, our financial planning process is not
     yet complete, but I want to provide some preliminary perspective. To be
     clear, this is excludes the impact of the Gillette acquisition which we
     outlined at the time of the deal announcement. We will incorporate Gillette
     in our guidance, once the closing date has been established.

     For fiscal 2006, we expect P&G to deliver another year of sales growth, XFS
     towards the upper end of our four to six percent long term target range.
     This is despite a very strong base period comparison where organic sales
     had been growing at a rate of about seven percent.

     Based on our early estimates, we expect fiscal 2006 to be our fifth
     consecutive year of double digit EPS growth. This is consistent with the
     current analyst consensus estimate of about 10 percent growth which we
     believe is appropriately conservative at the current time.

     We continue to expect margin pressure from raw materials, particularly in
     fabric and home care. This is a result of the tight supply situation and a
     number of feed stock chemicals. We also are not counting on competitors to
     reduce promotion spending from the current high levels.

     Finally we are going to (lap) a very strong base period in a number of
     businesses including beauty care, baby and family care, as well as
     developing markets.

     Now with the guidance just mentioned, as I said, it was all on a P&G
     standalone basis without Gillette. As we laid out in New York, post
     Gillette, we will raise our sales growth FX target by one point to five to
     seven percent through the end of the decade. We have confidence in our
     ability to achieve this objective on the basis of our strong track record
     over the past four years, and we'll bust initiative pipeline, Gillette's
     exposure to faster growth categories, and an equally robust pipeline on
     their side.

     Gross synergies generated by the deal in three key areas, in developing
     markets, in categories such as personal care, oral care, and hair removal
     and from approved go to market capabilities and developed markets.

     Again, this is just a quick overview. We are still completing our planning
     for next year, and we'll provide full guidance, on fiscal 2006 during the
     June quarter earnings call.

     Now that concludes the business comments for the quarter. As you know, the
     discussions include a number of forward-looking statements. If you will
     refer to our most recent 10-K and 8-K reports, you will see a discussion of
     factors that could cause the company's actual results to differ materially
     from these projections. And as required by regulation G, we need to make
     you aware that the call has referred to a number of non GAAP measures.

     Management believes these measures provide our investors valuable
     information on the underlying growth trends of the business. Organic refers
     to reported results excluding the impacts of foreign exchange and
     acquisitions and divestitures where applicable. Free cash flow refers to
     operating cash flow less capital expenditures. And we have posted on our
     Web site www.pg.com a full reconciliation of non GAAP measures to US GAAP
     to provide additional clarification.

     And now A.G., John and I would be happy to open up the call to your
     questions.

Operator: Thank you, Mr. Daley, the question-and-answer session will be
     conducted electronically today. If you'd like to ask a question, please
     signal us by pressing star one on your telephone keypad. In fairness to all
     participants and in the interest of time, please limit yourself to one
     question. And again, press star one to enter the queue.

     We'll take our first question today from Amy Chasen with Goldman Sachs.

Amy  Chasen: Good morning. Can you just talk a little bit in more detail about
     the pricing? Obviously, you know, it shifted positive. Is there any place
     where you've taken pricing where it's not kicking in? What other
     opportunities are you thinking about? Just so you know Energizer just
     announced a price increase in the US, so, you know, is there opportunity in
     batteries? And so if you could just talk about that. And I guess what I'm
     really getting at here is you mentioned that on the mid tier laundry
     detergents, that, you know, you're offsetting some of the pricing with
     promotional activity in the short term, are there other categories where
     you're doing that as well?

Clayt Daley: Well, first, we obviously can't comment on batteries. So that's a
     question that would have to be, at this point, directed to Gillette. A.G.,
     do you want to...

A.G. Lafley: Yes, I think Amy, the simple way to think about our pricing
     strategies, our tactics, and our execution is where we're trying to achieve
     the right balance. And we're trying to be responsible and price for
     commodity increases that are going to sustain. And I think we've talked
     about this at two previous earnings calls. We want to make sure that when
     we see commodities rise, that we understand, you know, where they're going
     to be, and how long they're going to be there. And then take appropriate
     pricing action.

     The only place I can think of where, you know, I would say the pricing
     hasn't stuck as well as we would like is in a little bit in Western Europe
     laundry, and a little bit in the US. And I still think it's early in the US
     though and it remains, you know, to be seen how that's going to work out.

     But in all of the other instances I can think of, the pricing, you know,
     our retail partners have moved on the pricing. Consumers have understood it
     and have responded. And as John mentioned in the call, in most of the
     instances, you know, the share progress we were making, we continue to make
     post the price increases.

Amy  Chasen: Can you just tell us, it was up once percent this quarter, what's
     your expectation for next year?

A.G. Lafley: It's too early because we really need to go through all of the
     business sector...

Clayt Daley: Yes, it's one of those things where we'll be - next year, we'll be
     comparing prices increases we took this year, which will have a partial
     year impact to next year. And obviously depending on what happens in
     commodities, we're going to have to determine whether any additional
     pricing is appropriate, but it probably won't be more than one percent.

Amy  Chasen: OK. Could you also just talk a little bit more about Western
     Europe, and give us some idea of what your volume growth in the quarter was
     in that market? And you also alluded to some promotional activity in
     diapers, or maybe it was a list price reduction. Can you give us a little
     more detail on what you did there?

A.G. Lafley: OK. Let me take Europe first, we've been growing, you know, mid
     singles in Western Europe. And our volume has been growing a big ahead of
     our sales. There is some deflationary pricing in some markets in some
     categories. As this won't surprise you, Amy, what we watch like a hawk is
     our market share progression. And, you know, we fairly consistently been
     growing market share on 80 plus percent of our volume in Western Europe. We
     also watched the, you know, what I would call the critical markets.

     And we - you and I have talked about Germany in the past before. And in
     Germany, you know, right now, over the past 12 months, you know, we are
     growing our market share in all of our core businesses. We're growing in
     laundry. We're growing in baby diapers. We're growing in hair care, shampoo
     specifically. And we're growing in fem care. And we're not only growing
     faster than the branded competition, but we're growing. And in all cases,
     for instance, all of the (open same) period is actually giving up share.

     So, you know, if you step back from your questions about pricing, and your
     questions about Western Europe, but we're always trying to do is make sure
     we have the consumer value equation, right. Make sure that we're
     appropriately investing in our innovation so we get trial among consumers,
     and watch our market share progressions.

     You know, Europe's - I mean you know and I know, several European economies
     are slowing down. But our point of view is that's sort of outside our
     control. What's inside our control is what we can do in our businesses with
     our innovation, our branding, our cost structure and our pricing and we try
     to get that right to the consumer and her value.

Amy  Chasen: And just lastly, on the Western European diapers, the promotional
     activity, or the list price reduction can you talk about that?

A.G. Lafley: On Western Europe diapers, yes, I mean the promotional activity by
     our principal competitor is, you know, up dramatically in the past few
     months. But despite that, I think, as John mentioned in the call, you know,
     our market share in Europe is up a couple of points across the board. And
     in the UK where the activity has been really intense, you know, we're above
     a 60 share and growing.

     So, you know, in the end, we're bringing a better brand, and we're bringing
     a better line of products that are delivering value to young moms, and
     that's really what's making the difference.

Amy  Chasen: So did you take a price cut there? Are you just increasing your
     promotional activity?

A.G. Lafley: We're just - I'll tell you what we're doing, market by market, baby
     diaper line by baby diaper line, we're looking at where we have to keep the
     pricing relative to the competition to continue to offer a good value. So
     what we're doing is we're dialing our promotional activity very
     specifically on the part of the line where we want to keep the right, and
     the country where we want to keep the value right.

Clayt Daley: It's been primarily through promotion spending, not list.

Amy  Chasen: OK. Great, thank you.

A.G. Lafley: OK.

Operator: We'll take our next question from Ann Gillin with Lehman Brothers.

Ann  Gillin: Thanks. I just wondered if we could switch gears to developing
     markets. And I'm wondering if you've yet assessed how soon after the
     Gillette merger, you might begin to see a positive benefit to operating
     margins from growth in emerging markets?

Clayt Daley: Well there's clearly an opportunity there. And we believe one of
     the synergies of the Gillette acquisition that can be captured on the early
     end is in developing markets where in countries like China we have an
     excellent distribution system. And we're going to be able to give Gillette
     products a lot more reach, a lot more distribution, in front of a lot more
     consumers than they have been able to.

     And on the flip side, Gillette brings meaningful scale to P&G in some
     countries like the (Southern Comb), India, Korea, Australia, New Zealand
     where they substantially add to our business. Well there's a top line
     opportunity here. And I believe that, you know, because the Gillette
     products have such good gross margins and contribution margins, there's no
     question that there should be some operating margin leverage behind that
     top line. And those regions are - you know, as I mentioned on the call,
     we've already formed integration teams in every region combining Gillette
     people with P&G people who are obviously looking at the organization design
     and how to capture the cost synergies, but are also looking at where we can
     get top line growth. Of course, from an anti trust standpoint, we've had to
     be careful in some categories about what we talk about, but obviously, as
     you know, in places like blades and razors and batteries there's little
     anti trust sensitivity.

A.G. Lafley: Ann, this is A.G. Just real quickly, I think the simple way to
     think about it is, and this shouldn't surprise you, we're going to drive
     top line first. We're going to drive distribution, consumer trial, and
     we're going to drive our sales. We're going to get scale, as Clayt
     mentioned. And we're also going to get mix help because of their margins as
     Clayt mentioned. So I think it's a pretty virtuous circle.

Ann  Gillin: So pretty quickly is...

A.G. Lafley: That's my hope.

Ann  Gillin: OK. And then, secondly, I just wondered if you could elaborate on
     what the allocation of various products, and what they were beyond Prilosec
     cost to revenue growth?

A.G. Lafley: Ann, this is A.G. I really don't want to detail it for obvious
     competitive reasons, OK. But I will say this, in addition to the cost
     challenges, in addition to the competitive intensity, we had such a strong
     line up of innovation this year, that frankly, some of the take off on some
     of the items was, you know, beyond what all of our pre market, and frankly
     what our retail partners, and P&G expected it would be. So it was
     consequential. But we were able to manage it. And Prilosec is getting a lot
     better. And we're pretty much shipping all of the turn over product that
     our retailers need. And we're as quickly as possible rebuilding - building
     inventory so we can manage relaunches which many of retailers want to do.
     And virtually everything else is off allocation. Feel and learn diapers is
     off. We may have one or two items that...

John Goodwin: A couple on beauty care are new initiatives. ((inaudible)) in the
     launch period in...

A.G. Lafley: But I mean you're right. It was very tough in the summer, the fall,
     and well into this first quarter, because we had a number of things that
     were rocketing.

     And I guess the last thing I would say is as soon as we have the supply,
     we're going to go back and reinvest because we're not where near the trial
     potential on a lot of these items. So we're going to stick with it until we
     go build trial among the targets.

Ann  Gillin: So another way to look at this might be that you got some benefit
     on the price line this year from having less to ship out?

A.G. Lafley: No. I think - I wouldn't - I don't think that was a major factor on
     the price line. I think the price line and the major factor was really we
     priced, you know, where we had to. And, you know, where it was most urgent
     first, you know, coffee, tissue towel, fabric care. And I think that's
     really what's driving the one point in pricing. It wasn't product supply
     issue.

Ann  Gillin: And then, on mix, though, we might have taken a little bit.

A.G. Lafley: I think our mix could have been - would have been even better.

Ann  Gillin: Right.

A.G. Lafley: If we had shipped everything. So what I'm looking at, frankly, I'm
     optimistic about it because as painful as it was, and as carefully as we
     worked with all of our retailers, you know, in the vast majority of cases,
     you know, we're going to be relaunching these items.

Ann  Gillin: Great, thanks very much.

A.G. Lafley: OK.

Operator: We'll take our next question today from Wendy Nicholson from Smith
     Barney.

Wendy Nicholson: Hi. Could you say one more comment on the Western European
     issue? I know everybody is focused on that. And I guess the concern is that
     even though the economies may be under pressure now, perhaps the role of
     the deep discounters is more of a secular change, or structural change, and
     it's here to stay. So my question is if that's the case, where do you stand
     in terms of your cost structure in Western Europe. Do you think there is
     still ample opportunity for you to whittle down your costs, so that can
     still be, you know, a strong and profitable market for you?

A.G. Lafley: For sure. Wendy, here's the way that we think about Western Europe,
     it is the largest consumer market in the world that we compete in. I mean
     it's an even larger consumer market than the US, OK, if you add up all of
     our categories. We're still - despite our high development in some of our
     core businesses, we're still not as developed as we can be in others. And
     we're still not in all the businesses that we'd like to be in in Western
     Europe. So we sort of take the long term view of Western Europe, which is
     it's an attractive market. It's not growing at the rate of the US, but it
     is still growing. And, you know, we understand the consumer pretty well
     there. And there are a lot of unmet needs and wants.

     The second point is, I think, you're right about the discounter phenomenon.
     It's a different type of discounter phenomenon, but it isn't new. It's been
     around since the 70s. I think it's, you know, we could probably get a good
     discussion going about whether it's peaked or not. You know, I don't even
     want to get into that. But I think the - I think it will be there. I think
     it will be secular. It will be something that we deal with. And that's why
     we focus so hard on making sure we're offering the right consume value
     equation, on every one of our brands, and everyone of our product lines,
     not just versus the branded competition, but also versus the major, you
     know, the major discounters, (All Leads) and (Leedles) of the world.

     And then, finally, in the end it's all about innovation, are we innovating
     and delivering product performance quality and value that is a value to
     consumers? Because they vote on whether it's a better value for them. And
     the fact that our share has been growing on 80 plus percent of our
     businesses is reasonably heartening. We know we're not going to grow at the
     same rate that we can grow in other regions because the economies aren't
     there. But we're hopeful that the economies, you know, will improve in a
     year or two. But it's too big a market. It's too important for us. You
     know, we're going to stay on our strategy which is deliver better consumer
     value, improve the equity of our brands, lead on innovation.

     On the cost side, because you did start out there we've improved our cost
     structure over the last three or four years. There's still a lot of
     opportunity to improve it more. And (Laurel Felipe) and his team are all
     over it.

Wendy Nicholson: And it's fair to assume, I imagine, given the size of
     Gillette's business over there, that that would be one area that would
     offer potential huge opportunities for incremental cost cutting?

A.G. Lafley: When we get into it, I think there will be a fair amount of scale
     leverage in the - as we combine the commercial operations and the go to
     market operations. I think you're right.

Wendy Nicholson: OK. And then, my second question has to do with your plans for
     the share buyback. I know when you announced the Gillette acquisition you
     said that the share buyback would be a big thing over the next couple of
     quarters. But I believe there's a prohibition from you buying back stock
     for a big chunk of the second quarter because of the timing of the mailing
     of the proxy? Does that mean you're just going to be buying back a lot of
     stock during the part of the quarter that you're allowed to? Or should we
     see less of a contribution in the quarter?

Clayt Daley: Well what we said, yes, there will be about a five week period,
     roughly where we have to be out of the market. And as I say, we've been
     buying stock since the announcement of the Gillette acquisition. We bought
     about 30 million shares after that announcement in the quarter. We're going
     to continue to buy until the S-4 is issued, the proxy is issued. And then,
     after the shareholder vote, we'll actually be able to buy more, OK.

     So but still net net net we're talking about, you know, less than a penny
     contribution to EPS in the quarter. We're really going to start to see the
     real impact on earnings next fiscal year, although, of course, we hope to
     get the Gillette deal closed as soon as practical, and that will therefore,
     obviously with all of the news shares that are being issued, have a huge
     impact in the other direction.

Wendy Nicholson: Terrific thanks.

Operator: We'll take our next question from Bill Pecoriello with Morgan Stanley.

Bill Pecoriello: Good morning, everyone. My question is there's always a trade
     off on the margin versus top line. In this quarter, you delivered upside on
     both. Can you talk about the leverage on the SG&A line, how much you
     increased market spending by in the quarter? You had mentioned in the
     prepared comments about getting more bang for the buck on the marketing
     dollars spent.

     Also, was there anything in that SG&A line in terms of a (lapping), any
     restructuring costs, and the base period? And going forward, how should we
     think about getting leverage out of that line?

A.G. Lafley: Bill, this is A.G. There is leverage on the SG&A line. There is
     leverage on the SR&A, the overhead side, which, you know, Clayt, and I have
     talked about a number of times. But there's still scale leverage there. We
     continue to get leverage in - we continue to get leverage in our GBS
     operation, which is, you know, beating our cost objectives, improving the
     service quality, and still allowing us to innovate where we need to. In IT
     there's - we're still getting leverage in the MDO organization. And as
     Wendy asked, you know, with Gillette, I think there's more leverage there
     when we combine commercial options in MDO. And we're still getting leverage
     in R&D. And we're getting leverage in R&D because we're doing more connect
     and develop. We continue to do more connect and develop on the outside. So
     our research dollars are more productive.

     On the marketing side, specifically, the simple way to think about it is
     our dollar spending was up in support of the innovations and the
     initiatives. But because of marketing mid modeling and marketing ROI, we're
     getting more efficient and more productivity with every dollar that we
     spend. And I think there's still a lot of opportunity there. Every brand in
     every country that has done market mix modeling or marketing ROI has
     improved the productivity of their marketing spending without exception.
     So, you know, this is just - we're just - we're training it like crazy.
     We're finding appropriate, what we call light versions to get into the
     developing markets, where they don't have all of the resources, and can't
     afford, you know, all of, you know, all of the modeling that's required.
     But I think we're going to benefit from this for at least another two or
     three years.

Bill Pecoriello: Great, so the drivers that we saw in this quarter for some time
     to come are going to continue to be drivers.

A.G. Lafley: I think so.

Clayt Daley: Although, Bill, I have to say the margin expansion in this quarter,
     as you saw was unusually high, all right. And so, you know, while the
     leverage points are still there, I wouldn't suggest that we can build this
     kind of - we're obviously not guiding to this margin improvement in the
     fourth quarter and fiscal. And this level of margin improvement is well
     above our long-term goals.

Bill Pecoriello: OK. There was nothing unusual, though, in the quarter, in terms
     of the (lapping) of restructuring this quarter versus last quarter - last
     year?

Clayt Daley: Not really.

Bill Pecoriello: And then, just on the pricing, as you talk about the balance in
     the portfolio, and you mention beyond the West Europe diaper some other
     categories like oral care, dish care, where there's been more promotional
     competitive environment. As you're looking at the criteria like your market
     share trends, promotional price gaps, if you decide you need to reduce
     those promotional price gaps, are you looking elsewhere in the portfolio,
     in terms of additional pricing you can take in other categories or
     geographies to offset anything you need to do, and the ones that you had
     mentioned.

A.G. Lafley: Well we always try to balance. First, we try to balance within the
     category or GBU worldwide. So across categories, and regions. The second
     thing we look at is we look at across the portfolio. The other balance,
     Bill, is, you know, we're still driving cost reduction programs in all of
     these businesses. In other words, they all have cost improvement programs.
     So we try to offset as much of the commodity cost pressure as we can, you
     know, on the cost side, because we're trying to keep the consumer value
     right. And we don't want to get in a situation where you have big swings in
     promotion levels, you know, the depth of promotion. We actually - because
     we think that leads to - you know, that can begin to impact consumer
     loyalty. So when we see deep discounts. You know, that's really not a good
     thing for consumers, because consumers begin to wonder, gee what is the
     price of dish liquid, OK.

     And the other thing we try to do is we think it's bad for your percent
     promoted to get too high. So, you know, we're frankly surprised at the
     level of percent promoted that some of our key competitors have gone to in
     the past, you know, in the past period. We would steer away from that.

Clayt Daley: But in response to your question, we would generally not price one
     place to spend another. We would look at pricing against cost increases on
     a category and geography basis.

Bill Pecoriello: And there's noting yet alarming to you, in terms of your market
     share trends, versus the promotion - the depth of promotion you're seeing
     in some of these categories, requiring any adjustment at this point,
     something you're still monitoring?

A.G. Lafley: Yes, we're monitoring it every day and every week.

Clayt Daley: It's one of the reasons why we stayed conservative on guidance in
     the fourth quarter, because we've got to make sure that we've got the
     flexibility to be competitive on a value basis in the market place.

John Goodwin: Yes, as I mentioned in my section Bill, our shares are holding up
     pretty well. So as A.G. mentioned we're going to monitor them closely in
     the face of continued competitive spending. But there's - you know, there's
     been some other areas, some other companies that have donated shares to
     some of the competitors that have been doing high promotional spending. But
     we're going to very closely monitor our situation.

A.G. Lafley: I guess in general it's more of an issue in the daily, weekly,
     household businesses. It is not - it's not a major issue in health,
     personal care or beauty care. And that's one of the virtues of the balance
     of our portfolio. You know, they just don't come under a lot of pricing and
     promotion pressure.

     We think, frankly, it's been pretty rationale in the family care business,
     that's tissue and towel. And the places that I watch the most closely are,
     you know, the basic fabric and dish care types of businesses.

Clayt Daley: Oral.

A.G. Lafley: Yes, and oral care.

Clayt Daley: OK.

Bill Pecoriello: Thank you very much.

A.G. Lafley: Yes.

Operator: Next up is Bill Schmitz with Deutsche Bank.

Bill Schmitz: Good morning.

Clayt Daley: Hi, Bill.

John Goodwin: Good morning.

Bill Schmitz: Has the allocation stuff gone too far? I mean have you gotten too
     disciplined in terms of your capital spending ahead of big new products?
     Because I know you didn't disclose some of the products that have been in
     allocation, but some of the things we've seen in the marketplace suggest
     that pretty much every big launch you've had recently has been an
     allocation out of the blocks. If you look at Febreeze, the Olay Quench, you
     know, even going back to (Pearl). So there kind of a change in the mind set
     that is (pausing out of) P&G right now?

A.G. Lafley: Well first, you know, to be clear, the vast majority - the majority
     of our innovations and initiatives go out and are not on allocation, OK.
     You did hit a few that we did have to go on allocation. And in every case
     our best pre market research didn't come close to predicting what the take
     off would be with consumers.

     We went through this with a fine tooth combed. And there are different root
     causes in different businesses. I mean the fact that it sprung up across a
     number of businesses. And the fact that it sprung up on low capital
     intensity initiatives, and mid to high capital intensity initiatives, you
     know, let us to conclude that the capital issue was not - you know, was not
     a root cause issue. I mean I'll give you just three or four. One was the
     length of supply chains. You know, the more your supply chains stretch
     around the world, and in to developing markets and the more parties that
     are involved in your supply chains, you know, the more you really have to
     manage the responsiveness and flexibility of the supply chain. Frankly, in
     some cases, we got caught with raw material or packing material shortages,
     OK, and that was part of the economy availability issues.

     In some cases, frankly, we didn't listen to major retailers who said, you
     know, we can do a whole lot better. We didn't listen as carefully. OK, so
     when they said we're going to go vertical on this thing, and it's going to
     blow away the numbers that you're seeing in your pre market, we moved it up
     some, but we didn't move it up all of the way, and frankly, they blew it
     out of the water. So those there kinds of things that got us.

     You know, hopefully, we've learned from it. And as I said before, we're
     going to relaunch because there's still a lot of demand for these new
     products. And there's still a lot of, you know, unmet trial opportunity.
     And we're back in supply on virtually everything with sufficient supply to
     relaunch. So I - you know we learned a lot. We worked our way through it.
     You know, we're looking at this as an engine of growth going forward.

Bill Schmitz: Right. Thanks very much.

A.G. Lafley: Thank you.

Operator: Next, we'll turn to AG Edwards, Jason Gere.

Jason Gere: Good morning.

Clayt Daley: Jason.

Jason Gere: A question for you on the laundry business, I know that the
     commodity costs certainly are a big pressure right now. But you also
     mentioned there was a one time issue with the supply chain optimization.
     How much of that contribute to the 300 basis point decline margins in the
     quarter?

Clayt Daley: It's a couple of percentage points of it.

Jason Gere: OK. I mean when do you expect to see margins start to return? I
     know, obviously, that Western Europe is a bit of a - little bit of an
     overhang right now for everybody. But I mean when would you expect to see
     the margins start, you know, return to kind of some of the levels that they
     were at before?

A.G. Lafley: Jason, this is A.G. We're trying to run a delicate balance in
     laundry right now. And, you know, you have to remember the way P&G runs the
     laundry business, it looks a lot more structurally like a personal care of
     BD care business. So we have pretty strong - we have a pretty strong margin
     position going in. And we've got three things going on. One is we have, you
     know, the majority of the commodity cost hit has come in fabric and home
     care. And as we mentioned earlier, even though we have moved on pricing,
     you know, in some cases the market hasn't moved.

     The second thing we have going on is we have a lot of innovation that we're
     bringing to market right now, and we don't want to be penny wise, and pound
     foolish. You know, we don't want to be too short term oriented, and not do
     what's right for the mid and long term. So we've made the conscious
     decision that despite the commodity cost pressures we are going to invest
     in the launches. And we still have a lot of investment to do. And, you
     know, Tide with a touch of Downey, Tide cold waters.

     We have additional innovation coming out this next year. We have, you know,
     the Gain fabric softener. We have the simple pleasures. I mean we just have
     a lot of innovation in the laundry business right now. And it wouldn't be
     the right thing to not invest in it.

     And then, the third thing is this market is shifting. And some of our
     competitors are exiting, or virtually exiting from the market. And as a
     result the primary competition is no longer the branded manufacturers, it's
     the value brand or its the retailer brand. And as that happens, we're
     adjusting our portfolios. And we've talked about this a number of times in
     previous calls. And that means we're making sure we have a strong line up
     of mid tier brands. And we're making sure that our price differences, you
     know, our price premiums are the right premiums to continue to offer
     consumer value. So those are the three things we're trying to dial in. OK,
     we're trying to dial in the recovering the commodity cost pressures. We're
     trying to dial in the right amount of investment in our innovation. And
     we're trying to dial in the right price spread, and the right mix of brands
     and product offerings so we can compete effectively and continue to grow
     share profitably in a new marketing environment.

Jason Gere: Is there any update on the Alexandria plant?

A.G. Lafley: We're up and running.

Jason Gere: OK.

A.G. Lafley: Up and running.

Jason Gere: OK, great. And then just one other question...

A.G. Lafley: (A monster) ...

Jason Gere: What's that?

A.G. Lafley: A monster in the bayou.

Jason Gere: And I was wondering if you could just give a little bit of update on
     Wella, how the integration is going? If there's any change from, you know,
     your past comments there. And also, just I guess some of the learnings and
     beauty care. And maybe touch upon the Herbal Essence weakness.

Clayt Daley: Well I think let me talk briefly about Wella. Wella's integration
     is actually going very well. And in fact, Wella contributed meaningfully to
     the beauty care results in the quarter.

     The integration - you know, once we got the domination agreement in place,
     that pretty much gave us the green light to do the integration work that we
     needed to, and I think the momentum on the Wella business is reasonably
     good.

Jason Gere: OK. And then just on Herbal Essences.

A.G. Lafley: Herbal Essences is the tail of two cities. As John mentioned, we're
     still expanding and growing internationally. And we're redoing the equity
     in the US. And even in the US, you know, with all of its struggle, it's
     still a four-and-a-half or five share business. It's still like the third
     or fourth biggest brand depending on the region, and depending on the
     customer. So we're going to give it, you know, a good face lift. We'll get
     the equity right. We're going to make sure we're targeting the right
     consumers how are the prime prospects for Herbal Essence. And we're going
     to bring in innovation to the brand, and try to get it growing
     domestically, while it's growing fast internationally. It's a great brand.

Jason Gere: OK. Terrific. Thanks a lot.

A.G. Lafley: Yes.

Operator: We'll take our next question from Connie Maneaty with Prudential.

Connie Maneaty: Thanks, my question has been answered.

Clayt Daley: OK.

A.G. Lafley: Thank you, Connie.

Clayt Daley: Thanks.

Operator: And we'll turn now to Chris Ferrara with Merrill Lynch.

Chris Ferrara: Hi. Have you guys talked a little bit about the role of
     developing markets in leveraging overhead in the quarter specifically? I
     was wondering if at this point, are there any specific businesses, where on
     the operating margin side, where the developing markets businesses
     actually, you know, tend to be margin accretive for the business as a
     whole?

Clayt Daley: Margin accretive is beauty, I mean in general. And of course this
     varies from market to market, but in Asia, there's no question about the
     fact that the beauty business is margin accretive, and many of the
     household businesses we still have upside margin potential in some cases
     substantial up side margin opportunity.

     Whereas in places like our Eastern European business, Middle East and
     Africa, that business is much more balanced, a much bigger household
     component, but a household component that makes good money, and a growing
     beauty care component.

     So we - you know - but at the end of the day, when you're growing your unit
     volume at 15 plus percent, you sure ought to be getting some fixed costs
     leverage behind that.

Chris Ferrara: And if you look forward, are there other businesses besides
     beauty that you think maybe five years from now, where your margins in
     developing markets are better than developed markets.

A.G. Lafley: I'd say some of the personal care businesses could be.

Clayt Daley: Yes.

A.G. Lafley: There's no reason, in my opinion, why, for instance our fem care
     business couldn't generate very good margins, whether they're actually
     better because we have 50 plus shares in Western Europe. And we have, you
     know, nearly 50 shares in the US. But I think they could be very good
     margins. There's no reason - oral care margins are good in developing
     markets.

     I think the only place where the margins are really - the two places where
     the margins are really tough in developing markets, are laundry and that's
     because of the low net sales per (pace), OK, and affordability issues. And
     the other place is baby diapers because you need scale. But I think baby
     diapers, you know, I've said this several times. Our leading competitor in
     baby diapers is cloth, OK. There's billions of consumer households around
     the world, you know, who will have babies over the next 25 years. And if we
     can convert cloth, you know, that industry could take off. But over time,
     you know, the key is that over time we have opportunities to build our
     margins in developing markets.

     And Chris, if I just make one more really quick comment, you know, you've
     got to remember in our portfolio, which I think is pretty balanced now,
     it's about a third beauty, it's about a third health and personal care, and
     it's about a third household. And we still have, you know, roughly 30
     percent of our businesses that are not best in class on margins. So I still
     think there's a lot of margin upside. And, you know, those businesses, we
     know who - we know which ones they are. And we're working very deliberately
     to improve their gross margins and improve their operating margins. So I
     certainly don't feel like we've topped out on the margin side. And I
     certainly don't feel like we've topped out on optimizing our cost structure
     and getting the full benefits of scale.

Clayt Daley: The other thing, just to conclude the comment is in a lot of
     developing markets, particularly in beauty care, the focus now is on
     driving top line. You know, our margins are just fine. And therefore, we're
     very much focused on driving sales.

Chris Ferrara: Got it. And then, just on a completely different note you bought
     about $2 billion share, $2 billion worth of shares back. I guess, why
     wasn't that number higher? I mean I guess it looks like about a billion a
     quarter, which is actually a little bit below the run rate to the whole
     program. And presumably this, you know, would be where the share might be
     lowest. You know, were you restrained by other regs besides what I would
     have known I guess?

Clayt Daley: Well yes, there are SEC guidelines of the amount of shares you can
     buy in advance of the proxy and shareholder vote, which provided some
     limitation on us.

Chris Ferrara: So did you buy back nearly as much as you could have? Or could
     you have even bought back more despite that?

Clayt Daley: We bought back the maximum that we felt was prudent given the SEC
     guidelines. So now as I mentioned earlier, once the shareholder vote is
     complete, we'll have more flexibility to buy stock.

Chris Ferrara: Thanks a lot.

Operator: We'll take our next question from Tom Marsico with Marsico Capital.

Tom  Marsico: Thank you. I just wish you could maybe talk a little bit more
     about the emerging markets, what you saw during the quarter. The number of
     new products that were launched in the emerging markets, and the successes
     that you saw from those launches.

A.G. Lafley: Hi, Tom; this is A.G. I think the simplest way to think about
     emerging markets for us is they're clearly strategic. We've spent the last
     three or four years building the capabilities and the capacity to take both
     our brand platforms, and our country organization platforms and to build
     them to a point where they could be platforms for innovation and growth.

     We are in every major developing market region; we are launching a full
     range of innovation across our core businesses, and important businesses.
     So John mentioned in the call, (Naturella) which is a new fem care brand,
     but we're also launching major product improvements on Always at the same
     time we do (Naturella). So we're building a portfolio in fem care as we
     drive towards 40 and 50 shares, which is our ultimate goal in that market.
     In baby care, we have a highly integrated innovation program. And we run a
     whole program of innovation in developing markets.

     Most of the innovation in developing markets, of course, is on the basic
     taped diaper lines because that's what consumers can afford. And we just
     started a very interesting small test, a dramatically new and very
     affordable baby diaper in China. I mentioned cloth is our biggest
     competitor in developing markets. We're very hopeful that this will enable
     a lot of moms in developing markets to be able to afford disposable
     diapers.

     We've got it priced, you know, I can't remember exactly but I want to say
     around 10 to 11 cents a diaper, which is starting to get pretty close to
     the price of an egg in the open market. And we feel if we can get it to the
     price of an egg, which she buys daily, then it might a product that she
     could afford to buy for her baby and use daily.

     All of our hair care programs are essentially global. One of the reasons
     why our hair care business has been so successful in developing markets is
     we bring the same innovation that you see in the US in a more efficient
     form, and appropriately with the right aesthetics and the right packaging,
     and the right sizing and pricing. But we bring that to China. We bring it
     to Latin America. We bring it to Russia. We bring it to the Middle East. So
     the hair care business is probably our most global business with very
     strong developing profile.

     In laundry we have a very vigorous program in developing markets. And
     again, we use the same chemistry and the same ingredients. We just combine
     them in products that are far more efficient. And we may have mentioned
     this before. We created an entirely new system in China where the simple
     way to think about it is we make - we take the performance actives, and
     make the performance actives cocktail.

     And then we have contract Chinese manufacturers add the commodity
     chemicals, bag or box the detergent and put it into our distribution
     system. And that enables us to be very affordable. And our share has been
     growing very rapidly in China in laundry. And we're now - we can now see
     ourselves with a real shot at becoming the leader in the local market. And
     the leader in the local market has been a Chinese brand from the beginning.

     So it's -I mean Tom, I just feel like we have a really strong program
     across the board. That's why, as Clayt said, we're growing 15 percent on
     the top line.

Tom  Marsico: No, that's what I was interested in focusing on a little bit maybe
     from even a higher level. I see that your cap ex is at the lower end as a
     percentage of sales. Is your infrastructure in the emerging markets, where
     you're growing at a 15 percent rate, instead of talking about Western
     Europe and pricing and laundry so much, is your infrastructure developing
     in the emerging markets and your opportunity there? Is that fulfilled? Is
     your geographic reach where you want it to be? Because there seems to be,
     if you're spending at the lower end on cap ex as a percent of says that you
     have significant leverage there. Am I missing the point here?

A.G. Lafley: No. You definitely - you got it. In terms of geographic reach,
     we're in virtually all of the markets we want to be in.

Clayt Daley: The point though is, the cap ex goal is not at all limiting. So if
     we need capital in developing markets to grow we give it to them.

A.G. Lafley: We spend it, yes. But we have- what we've done (Tom) is we've
     devised more efficient capital solutions. OK, in some cases it's what we
     fabricate, where we fabricate it and how we fabricate it. And we do more of
     the fabrication in the developing market. In some cases, we have a mix
     system, which as I explained in China, we do some of the making. They do
     the finishing and the packing. So we use the contract network. In some
     cases, we just use contractors, which are more efficient, OK, and obviously
     save of the cap ex.

     But to your point about scale and leverage, I don't think there - I can
     only think of maybe one or two markets, that we would like to be in which
     are not open to us now. But we're in 98 percent, 99 percent of the markets
     we want to be in. We have the installed manufacturing capacity or we have
     access to it, so that's not a constraint. And this is important. We also
     have the local organization in place now, so we can execute with
     excellence, and that's really important. Because we have to have the
     distribution system in place. We have to be to market. We have to be able
     to do all of the things that we have to do to deliver the product to the
     consumer where she wants it.

Tom  Marsico: So last question then, it would seem, then you have significant
     operating leverage a GDP of the emerging markets go to a much more rapid
     rate than what we're seeing in the developing markets.

A.G. Lafley: We do.

Tom  Marsico: Thank you.

A.G. Lafley: And that's why we're counting on them for consistent double digit
     top line growth the end of the decade.

Clayt Daley: Right.

Tom Marsico:  Thanks very much.

A.G. Lafley: Thank you, Tom.

Operator: Next, we'll turn to Joe Altobello with CIBC World Markets.

Joe  Altobello: Thanks, good morning, guys.

Clayt Daley: Hi, Joe.

Joe  Altobello: I just wanted to see if you could compare and contrast your
     strategy when it comes to promotional spending versus that of Gillette's
     and how you think that might change post the acquisition?

A.G. Lafley: Joe, it's tough because I would say it's not - the compare and
     contrast thing isn't so much company to company as it is industry to
     industry. And they're just in different industries. And I mean, just an
     obvious point of view, they do a lot more sports and personality marketing,
     OK in the blades and razors business. We do very much of that.

Clayt Daley: Actually...

A.G. Lafley: And also, frankly, you know, we don't - we really shouldn't be
     commenting on Gillette's promotion practices.

Clayt Daley: I think they've said publicly before, you know, their promotion
     spending has been in pretty good control. And so obviously our objective
     would be to keep that.

Joe  Altobello: OK. And then second question, same topic here, have you guys had
     any updates from the DOJ or FTC regarding the anti trust issues on personal
     care and oral care?

Clayt Daley: We are in dialogue with the FTC. They have issued a request for a
     second request of data, which we are in the process of complying with. And
     so the process is proceeding pretty much as we would have expected both in
     the US, and of course, we're also engaged in Europe.

Joe  Altobello: OK. Great, thank you.

A.G. Lafley: Thank you

Operator: We'll now turn to Fulcrum's Alice Longley.

Alice Longley: Hi, good morning.

Clayt Daley: Hi, Alice.

Alice Longley: Hi, two questions. One on oral care, I guess you're growing at
     high in strong double digits in the emerging markets. Can you tell me which
     markets that is, is it mainly China and Central and Eastern Europe? Or is
     it other markets as well?

A.G. Lafley: China and Central and Eastern Europe those are the big ones.

Clayt Daley: That's primarily it.

Alice Longley: And can you tell us what the - what your shares are now versus
     Colgate? I know you said in China you're 26 percent, whereas Colgate, and
     similarly in Russia?

A.G. Lafley: Well we're ahead in China and Russia right now. And I think, you
     know, I think it's going to stay nip and tuck. So I don't want to get too
     hung up.

     You know, what's important Alice is not what our share versus Colgate.
     What's important is that these markets are converting to world class
     products, and product technology. They're responding to the kind of brand
     that we offer in the (Blendamid) and Crest. And I think developing market
     consumers, you know, want an oral care experience, if it's affordable,
     that's not unlike the oral care experience and product line that we offer
     in the US.

     The other thing you have to remember is there's still have the market in
     China that's wide open, you know, to Colgate, and/or P&G. And we obviously
     want to get more than our fair share of that. And the same is true in
     Central and Eastern Europe. So they are relatively white space in
     developing markets. They're not walled cities, and that's we're attracted
     to them.

Alice Longley: OK. And then my other question is back to this pricing issue, can
     you give us a little bit more specificity on the numbers? In other words,
     in Western Europe is pricing on average down one percent, or down five
     percent? And is it mainly other branded companies that are, you know,
     causing this? Or is it the hard discounters?

Clayt Daley: It's definitely not five percent. We're talking about a percent or
     two in most cases and - on average. And, you know, again the problem with
     talking about this subject is it's almost a different story in every
     country and every category as to whether it's been a branded competitor, or
     whether it's been hard discounters. Because not surprisingly, discounters
     have responded to some of the share progress we've made, as well as the
     branded competition.

A.G. Lafley: The way to think about it, though Alice, I think, is if you look at
     our scale, I mean take laundry for example, if you look at our scale, and
     you look at the fundamental cost structure of that industry there's not a
     lot of room, you know, there's just not a lot of - we're the only ones that
     have a lot of room.

     So, you know, so I think what you're seeing is, you know, you're seeing
     this all stabilized. And I'm sure that some competitors, and some markets
     have taken certain hedges. We've taken certain hedges, you know that plays
     in to the game in the short term. But, you know, overall I wouldn't obsess
     - I don't obsess on the price thing. I'm much more interested in who's our
     target consumer. What is affordability for her? And what represents
     superior consumer value. You've got to remember, when you step back from
     this, most P&G brands are sold at a premium. Some are sold at substantial
     premiums, even in the household business. So the issue isn't whether we can
     command a premium. We've got brand strength, brand trust, brand equity, and
     we're delivering products that are superior in performance quality and
     value so we can handle the premium.

     The only thing we have to watch is when the premium gets too high. And we
     went through this in some detail over the last year or so, but there was a
     situation in Germany two or three years ago, where our spreads, our
     premiums had gotten too high. So we managed our premiums down. And we
     invested in innovation. And we reinvested in our brands and marketing, and
     all of the shares and all of the core businesses are up. So I don't get -
     you know, if this were - if these were commodity businesses I'd be watching
     every penny or every percent. But they're not commodity businesses. They're
     branded, value added, differentiated businesses. And so it's more about
     managing the mix, than it is about obsessing with just a price point.

Alice Longley: If we put your volume in Germany together with pricing in
     Germany, were you up in Germany?

A.G. Lafley: Yes.

Clayt Daley: Yes.

Alice Longley: Good. OK. And the last part of that question is if I were to look
     at pricing in the US alone, which is where you've taken all of these price
     increases, about how much is pricing up here? Is it something like five
     percent on average?

A.G. Lafley: No.

Clayt Daley: No. We're talking about, even though the coffee increase is all
     here in the US, the US wouldn't be more than two.

A.G. Lafley: Yes, because coffee is a small percent of our business. Remember,
     we didn't price the entire laundry line. We just priced part of the laundry
     line.

Alice Longley: Right.

A.G. Lafley: We priced the...

Alice Longley: Tissue towel.

A.G. Lafley: The tissue towel.

Clayt Daley: The tissue towel.

A.G. Lafley: But I mean if you add it all up, you're, you know, you're only
     looking at couple of percent.

Alice Longley: Perfect. Thank you very much. Thank you.

Operator: We'll take our next question from Lauren Lieberman with CS First
     Boston.

Lauren Lieberman: Thanks. I'm sorry; I know this is getting to be lengthy. I
     just wanted to talk about margins by division, and I guess overall
     operating profit margin. With the huge out performance in baby and family
     care, I guess my specific question is how much of that is due to the plants
     running, I guess, 24/7 to work on the allocation issue and to rebuilding
     safety stocks?

Clayt Daley: Not a whole lot. I mean I think the margin leverage in baby care,
     has been obviously volume driven. It is a relatively fixed cost, and
     intensive business. So in mix up, with a lot of new products, and a lot of
     innovation.

A.G. Lafley: Baby stage of development, feel and learn they all improve our mix.
     They improve our sales mix, and they improve our margin mix.

Lauren Lieberman: Right. But I mean either of those points on volume or mix are
     not necessarily new this quarter for...

A.G. Lafley: No. But they become - what they are becoming is an increasingly
     larger percentage of our business there. And the other thing, as I said
     Lauren, we've got ongoing cost reduction programs in all of these
     businesses, and frankly our paper businesses have done a good job with our
     cost reduction programs. They've got them cranked up five years ago because
     we had to. They're in businesses with, you know, more intensive capital
     structure. And with, you know, more importance on managing every penny of
     your cost.

     And you've also go to remember that while we think we're tied or maybe even
     have a small advantage on being best in class in tissue towel, you know,
     we're still not best in class in baby diapers, because we don't have as
     much of our business in pants. And we don't have the pants margins that our
     best competitors have. So we've still got opportunities to improve the
     margins.

Clayt Daley: Right.

Lauren Lieberman: OK. So then does that mean we should be thinking of this
     margin change this quarter as being like a step function? I mean we're now
     at a ...

Clayt Daley: You know, again, as I said earlier, we obviously made more margin
     progress this quarter than we anticipate as an ongoing impact. And
     obviously that disproportionately occurred in the paper business. I mean we
     made margin progress as a company at a time where actually the fabric and
     home care margin was down, so the other businesses did extremely well on
     margin. And so it - but there's no question about the fact that margin
     improvement has been a key focus area for the baby care business, and
     they're delivering.

Lauren Lieberman: OK.

John Goodwin: But our approach on margin is more longer term, Lauren.
     ((inaudible)) restructuring, continuing improvement, you can't look at one
     quarter, unfortunately, and read too much into it, you know, because
     there's all sorts of lumpiness within that line. So you've got to look over
     a longer period of time to see the trend.

Clayt Daley: The trend though in paper is up.

Lauren Lieberman: OK. All right. And then, just one last thing is the healthcare
     division revenues were - actually volume was just about double what I had
     expected, so good work there. But I wanted to know if some of that is from
     Prilosec, you know, coming off of allocation? And again is it...

Clayt Daley: There's no question, there's been some pipeline and refill on
     Prilo.

A.G. Lafley: Well Actonel has been incredibly strong.

John Goodwin: Vicks had a good quarter.

A.G. Lafley: Vicks had a good quarter. You have to remember the whole cold
     season came later this year. So I mean we're doing well on Metamucil. You
     know, we're doing well on Thermacare. So I mean it's not - healthcare is
     not a one trick pony.

Lauren Lieberman: OK. And then just you mentioned Actonel, any outlook for
     changes for Actonel as (Beniva) comes to market, I think next month?

A.G. Lafley: Not really. I mean we're still - obviously it's a new competitor.
     We're going to have to see what doc and consumer patient acceptance of
     (Beniva) is going to be. But, you know, we think we're well positioned
     well. Osteoporosis is a disease of fracturing. And physicians are selecting
     therapy based upon strong fracture reduction data. And I think you know
     Actonel provides rapid, and sustained fracture reduction at both vertebral
     and non vertebral sites, such as the write and hip. And this is what's
     important to women and men who suffer from that disease.

     (Beniva) has not demonstrated non vertebral fracture protection. So I think
     - you also have to remember that this is still an under diagnosed, under
     treated disease.

Clayt Daley: You've got a number that's been growing 20 percent a year.

A.G. Lafley: Yes, so I think what - here's the win-win. (Beniva) stimulates
     another round of market expansion and growth and we get more than our fair
     share of it, which is sort of what's been the pattern over the last five
     years. But Actonel is a proven drug. And we keep building share, you know,
     with that brand.

Lauren Lieberman: OK. Thanks, guys.

Clayt Daley: Yes.

A.G. Lafley: Thank you.

Operator: That's all the time we have for questions today. Gentlemen, I'll go
     ahead and turn the call back to you for any additional or closing remarks.

Clayt Daley: Well thanks very much for joining us today. And as I said at the
     outset, John Goodwin, Thomas Tippl and I will be around for the rest of the
     day to take any other questions you have. Thanks for joining us.

Operator: With that, we will conclude today's conference. Thank you everyone for
     your participation.


                                      # # #


ADDITIONAL INFORMATION AND WHERE TO FIND IT
-------------------------------------------

In connection with the proposed merger, The Procter & Gamble Company ("P&G") has
filed a registration statement on Form S-4 on March 14, 2005 with the Securities
and Exchange Commission (Registration No. 333-123309), containing a preliminary
joint proxy statement/prospectus, and Amendment No. 1 to the preliminary joint
proxy statement/prospectus on April 22, 2005. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders may obtain a free copy of the definitive joint proxy
statement/prospectus (when available) and other documents filed by P&G and The
Gillette Company ("Gillette") with the Commission at the Commission's web site
at http://www.sec.gov. Free copies of the definitive joint proxy
statement/prospectus, once available, and each company's other filings with the
Commission may also be obtained from the respective companies. Free copies of
P&G's filings may be obtained by directing a request to P&G Investor Relations
at 513-983-2415. Free copies of Gillette's filings may be obtained by directing
a request to Gillette Investor Relations at 617-421-8172.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.


PARTICIPANTS IN THE SOLICITATION
--------------------------------

P&G, Gillette and their respective directors, executive officers and other
members of their management and employees may be soliciting proxies from their
respective stockholders in favor of the merger. Information concerning persons
who may be considered participants in the solicitation of P&G's stockholders
under the rules of the Commission is set forth in the Proxy Statement filed by
P&G with the Commission on August 27, 2004, and information concerning persons
who may be considered participants in the solicitation of Gillette's
stockholders under the rules of the Commission is set forth in the Proxy
Statement filed by Gillette with the Commission on April 12, 2004.


FORWARD-LOOKING STATEMENTS
--------------------------

All statements, other than statements of historical fact included in this
release, are forward-looking statements, as that term is defined in the Private
Securities Litigation Reform Act of 1995. In addition to the risks and
uncertainties noted in this release, there are certain factors that could cause
actual results to differ materially from those anticipated by some of the
statements made. These include: (1) the ability to achieve business plans,
including with respect to lower income consumers and growing existing sales and
volume profitably despite high levels of competitive activity, especially with
respect to the product categories and geographical markets (including developing
markets) in which the Company has chosen to focus; (2) the ability to
successfully execute, manage and integrate key acquisitions and mergers,
including (i) the Domination and Profit Transfer Agreement with Wella, and (ii)
the Company's agreement to merge with The Gillette Company, including obtaining'
the related required shareholder and regulatory approvals; (3) the ability to
manage and maintain key customer relationships; (4) the ability to maintain key
manufacturing and supply sources (including sole supplier and plant
manufacturing sources); (5) the ability to successfully manage regulatory, tax
and legal matters (including product liability, patent, and other intellectual
property matters), and to resolve pending matters within current estimates; (6)
the ability to successfully implement, achieve and sustain cost improvement
plans in manufacturing and overhead areas, including the Company's outsourcing
projects; (7) the ability to successfully manage currency (including currency
issues in volatile countries), debt (including debt related to the Company's
announced plan to repurchase shares of the Company's stock), interest rate and
certain commodity cost exposures; (8) the ability to manage the continued global
political and/or economic uncertainty and disruptions, especially in the
Company's significant geographical markets, as well as any political and/or
economic uncertainty and disruptions due to terrorist activities; (9) the
ability to successfully manage the pattern of sales, including the variation in
sales volume within periods; (10) the ability to successfully manage competitive
factors, including prices, promotional incentives and trade terms for products;
(11) the ability to obtain patents and respond to technological advances
attained by competitors and patents granted to competitors; (12) the ability to
successfully manage increases in the prices of raw materials used to make the
Company's products; (13) the ability to stay close to consumers in an era of
increased media fragmentation; and (14) the ability to stay on the leading edge
of innovation. For additional information concerning factors that could cause
actual results to materially differ from those projected herein, please refer to
our most recent 10-K, 10-Q and 8-K reports.