PROCTER & GAMBLE Co — Director's Dealing 2010

May 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2010-05-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-04	Common Stock	M	14434	$31.0118	Acquired	27051.742	Direct
2010-05-04	Common Stock	M	3066	$27.4459	Acquired	30117.742	Direct
2010-05-04	Common Stock	S	17500	$61.8336	Disposed	12617.742	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-04	Stock Option (Right to Buy)	$31.0118	M	14434	Disposed	2015-09-15	Common Stock (14434)	Direct
2010-05-04	Stock Option (Right to Buy)	$27.4459	M	3066	Disposed	2015-07-10	Common Stock (3066)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9.367	Indirect
Common Stock	22554.6563	Indirect
Common Stock	9.367	Indirect

Footnotes

F1: Weighted average price of the shares sold. The price range was $61.83 to $61.85. Full information regarding the number of shares sold at each separate price available upon request.

F2: Balance as of 3/31/10.