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: Fregolle Robert L. JR. (Global Cust. Bus. Dev. Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-05	Restricted Stock Units	$	A	844	Acquired		Common Stock (844)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12664.557	Direct
Common Stock	9.367	Indirect
Common Stock	22806.9527	Indirect
Common Stock	9.367	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.