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: Geissler Werner (Vice Chairman - GO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-16	Common Stock	F	48	$66.905	Disposed	230419.723	Direct
2011-05-16	Common Stock	M	6	$66.905	Acquired	230425.723	Direct
2011-05-16	Common Stock	F	6	$66.905	Disposed	230419.723	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-16	Restricted Stock Units	$	A	164.188	Acquired		Common Stock (164.188)	Direct
2011-05-16	Restricted Stock Units	$	M	6	Disposed		Common Stock (6)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3017.9221	Indirect
Common Stock	1983	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 45 shares due to an inadvertent mathematical error on a prior filing.

F2: Balance as 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.

F5: Total includes addition of 6 shares due to an inadvertent mathematical error on a prior filing.