PROCTER & GAMBLE Co — Director's Dealing 2009

Aug 7, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2009-08-06

Reporting Person: LAFLEY ALAN G (Director, COB)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-08-06	Common Stock	M	286	$52.525	Acquired	1048820.939	Direct
2009-08-06	Common Stock	F	286	$52.525	Disposed	1048534.939	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-08-06	Restricted Stock Units	$	A	6753	Acquired		Common Stock (6753)	Direct
2009-08-06	Restricted Stock Units	$	M	286	Disposed		Common Stock (286)	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: Holdings as of 6/30/09.

F2: By A. G. Lafley Irrevocable Trust II U/A dated March 8, 1999 for benefit of reporting person's children.

F3: Retirement award in the form of Restricted Stock Units which represent a contingent right to receive Procter & Gamble common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/09.

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.

F5: Award in the form of Restricted Stock Units, computed per benefit formula for plan year ended 6/30/09.

F6: Converted on 8/6/09 to common stock to cover taxes withheld on grant of RSUs.