PROCTER & GAMBLE Co — Director's Dealing 2009

Nov 4, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2009-09-30

Reporting Person: LAFLEY ALAN G (Director, COB)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-09-30	Series A Preferred Stock	$	A	240.5098	Acquired		Common Stock (240.5098)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1033978.198	Direct
Common Stock	715.096	Indirect
Common Stock	6158	Indirect
Common Stock	2244.386	Indirect

Footnotes

F1: By A. G. Lafley Irrevocable Trust II U/A dated March 8, 1999 for benefit of reporting person's children.

F2: Balance as of 9/30/09.

F3: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F4: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 7/1/09 through 9/30/09.

F5: Shares held by Retirement Plan Trustees. If officer terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.

F6: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to Retirement Plan provisions.