PROCTER & GAMBLE Co — Director's Dealing 2010

Aug 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2010-08-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-05	Common Stock	M	185	$59.85	Acquired	89988.211	Direct
2010-08-05	Common Stock	F	185	$59.85	Disposed	89803.211	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-05	Restricted Stock Units	$	A	4147	Acquired		Common Stock (4147)	Direct
2010-08-05	Restricted Stock Units	$	M	185	Disposed		Common Stock (185)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31979.6639	Indirect
Common Stock	62341	Indirect

Footnotes

F1: Holdings as of 6/30/10.

F2: 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 ended 6/30/10.

F3: These units will 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.

F4: Award in the form of Restricted Stock Units, computed per benefit formula for plan year ended 6/30/10.

F5: Converted on 8/6/10 to common stock to cover taxes withheld on grant of RSUs.