PROCTER & GAMBLE Co — Director's Dealing 2009

Aug 19, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: LAFLEY ALAN G (Director, COB)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-08-17	Common Stock	F	209	$52.34	Disposed	1033680.198	Direct
2009-08-17	Common Stock	M	16	$52.34	Acquired	1033696.198	Direct
2009-08-17	Common Stock	F	16	$52.34	Disposed	1033680.198	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-08-17	Restricted Stock Units	$	A	343.516	Acquired		Common Stock (343.516)	Direct
2009-08-17	Restricted Stock Units	$	M	16	Disposed		Common Stock (16)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1506.824	Indirect
Common Stock	715.096	Indirect
Common Stock	6158	Indirect

Footnotes

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

F2: Total includes grant of dividend equivalents on 8/17/09 in the form of RSUs settled in common stock.

F3: By A. G. Lafley Irrevocable Trust II U/A dated March 8, 1999 for benefit of reporting person's children.

F4: 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.

F5: 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.