PROCTER & GAMBLE Co — Director's Dealing 2011

Feb 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2011-02-15

Reporting Person: Nagrath Moheet (Global Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-15	Common Stock	F	5	$64.165	Disposed	33450.679	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-15	Restricted Stock Units	$	A	23.064	Acquired		Common Stock (23.064)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7727.4422	Indirect
Common Stock	11948	Indirect

Footnotes

F1: Automatic conversion of Restricted Stock Units ("RSUs") to withhold for taxes due upon dividend equivalents granted in the form of RSUs settled in common stock on 2/15/11.

F2: Total includes grant of dividend equivalents on 2/15/11 in the form of RSUs settled in common stock.

F3: Balance as of 12/31/10.

F4: By Jennifer A. Nagrath Revocable Trust dated 5/26/00.

F5: 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.

F6: 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.