PROCTER & GAMBLE Co — Director's Dealing 2009

Mar 3, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2009-02-27

Reporting Person: LAFLEY ALAN G (Director, COB and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-27	Common Stock	A	161765	—	Acquired	990535.989	Direct
2009-02-27	Common Stock	A	72660	—	Acquired	1063195.989	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-27	Stock Option (Right to Buy)	$48.17	A	566177	Acquired	2019-02-27	Common Stock (566177)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1476.331	Indirect
Common Stock	715.096	Indirect
Common Stock	6158	Indirect

Footnotes

F1: Restricted Stock Units awarded pursuant to Issuer's 2001 Stock and Incentive Compensation Plan.

F2: Special equity grant in the form of RSUs previously disclosed on Form 8-K filed on February 17, 2009, in recognition of Mr. Lafley's foresight for initiating the acquisition of The Gillette Company and his leadership throughout the acquisition and integration processes.

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

F4: Employee stock option granted under Issuer's 2001 Stock and Incentive Compensation Plan.