PROCTER & GAMBLE Co — Director's Dealing 2010

Sep 1, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2010-08-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-30	Common Stock	M	147	$61.59	Acquired	114431.974	Direct
2010-08-30	Common Stock	F	147	$61.59	Disposed	114284.974	Direct
2010-08-30	Common Stock	F	3363	$61.59	Disposed	110921.974	Direct
2010-08-30	Common Stock	F	649	$59.58	Disposed	110272.974	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-30	Restricted Stock Units	$	M	147	Disposed		Common Stock (147)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17835.8204	Indirect

Footnotes

F1: Automatic conversion of RSUs on 8/30/10 to withhold for taxes due on total RSUs held upon Reporting Person reaching the age of 55.

F2: Shares withheld to cover taxes when RSUs granted on 2/26/10 were no longer forfeitable.

F3: Original retirement award in the form of Restricted Stock Units which represent a contingent right to receive Procter & Gamble common stock or cash settlement. Amount and price computed per benefit formula for plan year ending 6/30/09.

F4: The original units 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.