PROCTER & GAMBLE Co — Director's Dealing 2009

Nov 19, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2009-11-16

Reporting Person: MCDONALD ROBERT A (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-11-16	Common Stock	F	6	$62.325	Disposed	40408.584	Direct
2009-11-16	Common Stock	M	10	—	Acquired	40418.584	Direct
2009-11-16	Common Stock	F	10	$62325.00	Disposed	40408.584	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-11-16	Restricted Stock Units	$	A	177.611	Acquired		Common Stock (177.611)	Direct
2009-11-16	Restricted Stock Units	$	M	10	Disposed		Common Stock (10)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31031.1833	Indirect
Common Stock	62341	Indirect

Footnotes

F1: Automatic conversion of Restricted Stock Units ("RSUs") to withhold for taxes due upon dividend equivalents granted in the form of RSUs settled in common stock on 11/16/09.

F2: Total includes grant of dividend equivalents on 11/16/09 in the form of RSUs settled in common stock.

F3: Dividend equivalents in the form of RSUs for Retirement Restricted Stock Units previously awarded pursuant to Issuer's retirement program. All such RSUs represent a contingent right to receive Procter & Gamble common stock or cash settlement.

F4: These units will deliver in shares or cash settlement on retirement from the company, unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account.