<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>undagrcv.txt
<DESCRIPTION>8-K - AMENDMENT TO UNDERWRITING AGREEMENT
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)                    June 2, 2006


                          THE PROCTER & GAMBLE COMPANY
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


    Ohio                          1-434                       31-0411980
--------------------------------------------------------------------------------
(State or other            (Commission File Number)           (IRS Employer
jurisdiction of                                               Identification
incorporation)                                                Number)


One Procter & Gamble Plaza, Cincinnati, Ohio                    45202
--------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code   (513) 983-1100
                                                     --------------

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


ITEM 8.01  OTHER EVENTS

On March 11, 2004, The Procter & Gamble Company (the "Company") filed a
Registration Statement on Form S-3 (Registration No. 333-113515), as amended May
5, 2004 (the "Registration Statement"). Exhibit 1 of the Registration Statement
contained a form of Underwriting Agreement (including form of Delayed Delivery
Contract) (the "Form of Underwriting Agreement"). The Company has now amended
the Form of Underwriting Agreement pursuant to the Registration Statement, which
is attached hereto as Exhibit 1.1 and incorporated herein by reference.


                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       THE PROCTER & GAMBLE COMPANY

                                       /S/ STEVEN W. JEMISON
                                       -------------------------------------
                                       Steven W. Jemison, Secretary and
                                       Associate General Counsel
                                       June 2, 2006


                                    EXHIBIT(S)

1.1   Form of Underwriting Agreement (including form of Delayed
      Delivery Contract)
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</DOCUMENT>