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: Nagrath Moheet (Global Human Resources Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-04	Restricted Stock Units	$	A	1134	Acquired		Common Stock (1134)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	33607.674	Direct
Common Stock	7881.0004	Indirect
Common Stock	11948	Indirect

Footnotes

F1: Balance as of 6/30/11.

F2: By Jennifer A. Nagrath Revocable Trust dated 5/26/00.

F3: Retirement award in the form of Restricted Stock Units, 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.