PROCTER & GAMBLE Co — Director's Dealing 2011

May 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2011-05-02

Reporting Person: Brown Bruce (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-02	Common Stock	M	29518	$45.6625	Acquired	55960.062	Direct
2011-05-02	Common Stock	F	2961	$65.22	Disposed	52999.062	Direct
2011-05-02	Common Stock	S	20737	$65.177	Disposed	32262.062	Direct
2011-05-03	Common Stock	I	5200	$65.3375	Disposed	20687.1785	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-02	Stock Option (Right to Buy)	$45.6625	M	29518	Disposed	2012-09-13	Common Stock (29518)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	30	Indirect

Footnotes

F1: Weighted average price of the shares sold. The price range was $65.17 to $65.20. Full information regarding the number of shares sold at each separate price available upon request.

F2: Includes dividends granted for period 1/1/11-3/31/11.