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PROCTER & GAMBLE Co Director's Dealing 2011

May 18, 2011

29757_dirs_2011-05-18_a221ce38-91fc-4310-b8fe-94ed857255b2.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: HARRISON R KEITH (Global Product Supply Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-05-16 Common Stock F 21 $66.905 Disposed 83193.153 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-05-16 Restricted Stock Units $ A 131.951 Acquired Common Stock (131.951) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 31340.3996 Indirect

Footnotes

F1: Total includes grant of dividend equivalents on 5/16/11 in the form of RSUs settled in common stock and the addition of 19 shares due to an inadvertent mathematical error on a prior filing.

F2: Balance as of 3/31/11.

F3: 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.

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.