PROCTER & GAMBLE Co — Director's Dealing 2010

Nov 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2010-11-15

Reporting Person: Steele Robert Allan (Vice Chair-Global H and WB)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-15	Common Stock	F	25	$64.525	Disposed	114444.658	Direct
2010-11-15	Common Stock	M	6	$64.525	Acquired	114450.658	Direct
2010-11-15	Common Stock	F	6	$64.525	Disposed	114444.658	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-15	Restricted Stock Units	$	A	150.509	Acquired		Common Stock (150.509)	Direct
2010-11-15	Restricted Stock Units	$	M	6	Disposed		Common Stock (6)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18704.8239	Indirect

Footnotes

F1: Automatic conversion of Restricted Stock Units ("RSUs") to withhold for taxes due upon dividend equivalents granted in the form of RSUs settled in common stock on 11/15/10.

F2: Total includes grant of dividend equivalents on 11/15/10 in the form of RSUs settled in common stock.

F3: 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.

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.