PROCTER & GAMBLE Co — Director's Dealing 2011

May 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2011-05-16

Reporting Person: Panayotopoulos Evriviades D (Vice Chairman - Global HC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-16	Common Stock	F	7	$66.905	Disposed	249789.348	Direct
2011-05-16	Common Stock	M	26	$66.905	Acquired	249815.348	Direct
2011-05-16	Common Stock	F	26	$66.905	Disposed	249789.348	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-16	Restricted Stock Units	$	A	317.327	Acquired		Common Stock (317.327)	Direct
2011-05-16	Restricted Stock Units	$	M	26	Disposed		Common Stock (26)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1791.1429	Indirect

Footnotes

F1: Total includes grant of dividend equivalents on 5/16/11 in the form of RSUs settled in common stock, the addition of 7.195 shares due to an inadvertent mathematical error on prior filings.

F2: 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.

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: Total includes the addition of 22 shares due to an inadvertent mathematical error on a prior filing.