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: Panayotopoulos Evriviades D (ViceChairman Global Bus Units)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-04	Common Stock	M	154	$60.25	Acquired	249943.348	Direct
2011-08-04	Common Stock	F	154	$60.25	Disposed	249789.348	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-04	Restricted Stock Units	$	A	2505	Acquired		Common Stock (2505)	Direct
2011-08-04	Restricted Stock Units	$	M	154	Disposed		Common Stock (154)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1810.1581	Indirect

Footnotes

F1: Balance as of 6/30/11.

F2: Retirement award in the form of Restricted Stock Units, 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.

F5: Converted on 8/4/11 to common stock to cover taxes withheld on grant of RSUs.