PROCTER & GAMBLE Co — Director's Dealing 2009

Sep 18, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2009-09-15

Reporting Person: MCDONALD ROBERT A (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-09-15	Common Stock	F	11952	$55.26	Disposed	77249.212	Direct
2009-09-15	Common Stock	A	3408	—	Acquired	80657.212	Direct
2009-09-15	Common Stock	F	178	$55.26	Disposed	80479.212	Direct
2009-09-15	Common Stock	F	5676	$55.26	Disposed	74803.212	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	29955.9049	Indirect
Common Stock	27822	Indirect

Footnotes

F1: Shares withheld to cover taxes upon the vesting of RSUs granted on 9/15/04.

F2: Restricted Stock Units awarded pursuant to Issuer's 2001 Stock and Incentive Compensation Plan.

F3: RSUs withheld to cover the taxes on 9/15/09 award of RSUs under the Issuer's 2001 Stock and Incentive Compensation Plan.

F4: Shares withheld to cover taxes upon the vesting of RSUs granted on 9/15/06.