PROCTER & GAMBLE Co — Director's Dealing 2011

Aug 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2011-08-04

Reporting Person: Majoras Deborah P (Chief Legal Officer & Secy)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-04	Restricted Stock Units	$	A	315	Acquired		Common Stock (315)	Direct
2011-08-04	Restricted Stock Units	$	A	549	Acquired		Common Stock (549)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14749.865	Direct
Common Stock	168.5937	Indirect

Footnotes

F1: Balance as of 6/30/11.

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 6/30/11.

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 6/30/11.