PROCTER & GAMBLE Co — Director's Dealing 2010

Oct 28, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2010-10-28

Reporting Person: MCDONALD ROBERT A (COB, Pres. & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-28	Common Stock	G	6423	—	Disposed	55918	Indirect
2010-10-28	Common Stock	P	6423	$63.4491	Acquired	62341	Indirect

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	101127.208	Direct
Common Stock	32958.7505	Indirect

Footnotes

F1: Weighted average price of the shares purchased. The price range was $ 63.4474 to $ 63.51. Full information regarding the number of shares purchased at each separate price available upon request.

F2: Balance as of 9/30/10.

F3: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F4: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to formula award provision for the period 7/1/10 throught 9/30/10.

F5: 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.

F6: Series A Preferred Stock allocated to officer's Retirement Plan Account pursuant to Retirement Plan provisions.