PROCTER & GAMBLE Co — Director's Dealing 2010

May 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2010-05-17

Reporting Person: Pritchard Marc S. (Global Brand Building Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-17	Restricted Stock Units	$	A	63.041	Acquired		Common Stock (63.041)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	62366.7095	Direct
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect
Common Stock	20679.6126	Indirect
Common Stock	602	Indirect

Footnotes

F1: Total includes grant of dividend equivalents on 5/17/10 in the form of RSUs settled in common stock.

F2: Balance as of 3/31/10.

F3: Dividend equivalents in the form of RSUs for Retirement Restricted Stock Units previously awarded pursuant to Issuer's retirement program. All such RSUs represent a contingent right to receive Procter & Gamble common stock or cash settlement.

F4: 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.