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: Moeller Jon R (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-04	Common Stock	A	173	—	Acquired	1213.973	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-04	Restricted Stock Units	$	A	1710	Acquired		Common Stock (1710)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32351.573	Direct
Common Stock	8794.3803	Indirect
Common Stock	10025.9804	Indirect

Footnotes

F1: Retirement award in the form of Restricted Stock Units, computed per benefit formula for plan year ended 6/30/11.

F2: Balance as of 6/30/11.

F3: 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.

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.

F5: Award in the form of Restricted Stock Units, computed per benefit formula for plan year ended 6/30/11.