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: MCDONALD ROBERT A (COB, Pres. & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-16	Common Stock	F	9	$66.905	Disposed	95419.683	Direct
2011-05-16	Common Stock	M	12	$66.905	Acquired	95431.683	Direct
2011-05-16	Common Stock	F	12	$66.905	Disposed	95419.683	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-16	Restricted Stock Units	$	A	237.609	Acquired		Common Stock (237.609)	Direct
2011-05-16	Restricted Stock Units	$	M	12	Disposed		Common Stock (12)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	33651.2134	Indirect
Common Stock	68633	Indirect

Footnotes

F1: Total includes transfer of 6292 shares to RAM Revocable Trust on 9/24/10, grant of dividend equivalents on 5/16/11 in the form of RSUs settled in common stock and the addition of 7.59 shares due to an inadvertent mathematical error on prior filings.

F2: On 9/24/10 6292 shares of common stock directly held by reporting person were transferred to the RAM Revocable Trust.

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 10 shares due to an inadvertent mathematical error on a prior filing.