PROCTER & GAMBLE Co — Director's Dealing 2010

Feb 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2010-02-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-18	Common Stock	M	17500	$62.925	Acquired	24924.742	Direct
2010-02-18	Common Stock	S	17500	$62.475	Disposed	7424.742	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-16	Restricted Stock Units	$	A	6.044	Acquired		Common Stock (6.044)	Direct
2010-02-18	Stock Option (Right to Buy)	$31.0118	M	17500	Disposed	2015-09-15	Common Stock (17500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9.367	Indirect
Common Stock	22322.669	Indirect
Common Stock	9.367	Indirect

Footnotes

F1: Total includes grant of dividend equivalents on 2/16/10 in the form of RSUs settled in common stock.

F2: Balance as of 12/31/09.

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.