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: SHIRLEY EDWARD D (Vice Chairman-Global Beauty)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-05	Restricted Stock Units	$	A	1934	Acquired		Common Stock (1934)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	63903.492	Direct
Common Stock	49.3292	Indirect
Common Stock	50.0743	Indirect
Common Stock	98.1089	Indirect
Common Stock	23588.7595	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.