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: 2010-09-30

Reporting Person: Nagrath Moheet (Global Human Resources Officer)

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Indirect
Common Stock	11948	Indirect
Common Stock	7652.6243	Indirect
Common Stock	45046.52	Direct

Footnotes

F1: On 10/26/10 the 60 shares held by the MN Rev. Trust were transferred to the Jennifer A. Nagrath Revocable Trust.

F2: On 10/26/10 60 shares were transferred from the MN Rev. Trust to the Jennifer A. Nagrath Revocable Trust. In addition, 11,888 shares of common stock directly held by reporting person were transferred to the Jennifer A. Nagrath Revocable Trust.

F3: Balance as of 9/30/10.

F4: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F5: 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.

F6: Shares held by Retirement Plan Trustees. If officer terminates employment and elects distribution of shares, or, if after age 50 elects alternate investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.

F7: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.