PROCTER & GAMBLE Co — Director's Dealing 2010

Nov 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2010-11-01

Reporting Person: HARRISON R KEITH (Global Product Supply Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-01	Common Stock	M	29370	$45.6625	Acquired	100027.654	Direct
2010-11-01	Common Stock	F	21033	$63.765	Disposed	78994.654	Direct
2010-11-01	Common Stock	F	3623	$63.765	Disposed	75371.654	Direct
2010-11-01	Common Stock	M	25660	$45.6625	Acquired	101031.654	Direct
2010-11-01	Common Stock	F	18376	$63.765	Disposed	82655.654	Direct
2010-11-01	Common Stock	F	2742	$63.765	Disposed	79913.654	Direct
2010-11-01	Common Stock	M	35660	$45.6625	Acquired	115573.654	Direct
2010-11-01	Common Stock	F	25537	$63.765	Disposed	90036.654	Direct
2010-11-01	Common Stock	F	3387	$63.765	Disposed	86649.654	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-30	Series A Preferred Stock	$	A	241.196	Acquired		Common Stock (241.196)	Indirect
2010-11-01	Stock Option (Right to Buy)	$45.6625	M	29370	Disposed	2012-09-13	Common Stock (29370)	Direct
2010-11-01	Stock Option (Right to Buy)	$45.6625	M	25660	Disposed	2012-09-13	Common Stock (25660)	Direct
2010-11-01	Stock Option (Right to Buy)	$45.6625	M	35660	Disposed	2012-09-13	Common Stock (35660)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	30596.0721	Indirect
Common Stock	31622	Indirect
Common Stock	0	Indirect

Footnotes

F1: Balance as of 9/30/10.

F2: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F3: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 7/1/10 through 9/30/10.

F4: Shares held by Retirement Plan Trustees. If officer terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.

F5: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.

F6: Reporting person became Trustee of the Eleanor L. Harrison Living Trust upon her death. Assets of the Trust included Issuer securities.