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PROCTER & GAMBLE Co Director's Dealing 2009

Aug 20, 2009

29757_dirs_2009-08-19_74854676-76c1-43a7-87ba-084458e30c7b.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2009-08-17

Reporting Person: Geissler Werner (Vice Chairman - GO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-08-17 Common Stock F 50 $52.34 Disposed 194630.165 Direct
2009-08-17 Common Stock M 4 $52.34 Acquired 194634.165 Direct
2009-08-17 Common Stock F 4 $52.34 Disposed 194630.165 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2009-08-17 Restricted Stock Units $ A 127.228 Acquired Common Stock (127.228) Direct
2009-08-17 Restricted Stock Units $ M 4 Disposed Common Stock (4) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1511.8841 Indirect
Common Stock 1983 Indirect

Footnotes

F1: Automatic conversion of Restricted Stock Units ("RSUs") to withhold for taxes due upon dividend equivalents in the form of RSUs settled in common stock on 8/17/09.

F2: Total includes grant of dividend equivalents on 8/17/09 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.