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: Fregolle Robert L. JR. (Global Cust. Bus. Dev. Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-08-06	Restricted Stock Units	$	A	854	Acquired		Common Stock (854)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7288.933	Direct
Common Stock	21104.7523	Indirect
Common Stock	9.367	Indirect
Common Stock	9.367	Indirect

Footnotes

F1: Total includes addition of 949.594 shares inadvertently omitted from reporting person's original filing but reflected on a Form 3/A filed 5/13/09 and the grant of dividends in the form of RSUs on 5/15/2009.

F2: Holdings as of 6/30/09.

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.