PROCTER & GAMBLE Co — Director's Dealing 2010

Nov 1, 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: Sheppard Valarie L (Comptroller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-01	Common Stock	S	2417	$63.90	Disposed	6431.208	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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10275.0048	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.