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PROCTER & GAMBLE Co Director's Dealing 2009

May 19, 2009

29757_dirs_2009-05-19_4815f64a-58aa-421c-9362-8e9291444f3c.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: 2009-05-15

Reporting Person: Jemison Steven W (Chief Legal Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-05-06 Common Stock G 5 Disposed 195.724 Indirect
2009-05-15 Common Stock F 4 $50.845 Disposed 17677.997 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 13.841 Indirect
Common Stock 1 Indirect
Common Stock 23672.6237 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 5/15/2009.

F2: Total includes grant of dividend equivalents in the form of RSUs on 5/15/2009, pursuant to Issuer's 2001 Stock and Incentive Compensation Plan.

F3: Holdings as of 3/31/2009.