SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act Of 1934
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Date
of Report (Date of earliest event reported)
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February
8, 2010
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THE
PROCTER & GAMBLE COMPANY
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(Exact
name of registrant as specified in its
charter)
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Ohio
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1-434
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31-0411980
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
Number)
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One
Procter & Gamble Plaza, Cincinnati, Ohio
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45202
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(Address
of principal executive offices)
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Zip
Code
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(513)
983-1100
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45202
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(Registrant's
telephone number, including area code)
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Zip
Code
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01 Other
Events.
On
February 8, 2010, The Procter & Gamble Company (the “Company”) closed an
underwritten public offering of $1,250,000,000 aggregate principal amount of
1.375% Notes due 2012 under the Company’s Registration Statement on Form S-3
(Registration No. 333-161767) (the “Registration Statement”). Legal
opinions related to these notes are attached hereto as Exhibits (5)(a) and
(5)(c) and are incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(d) The
following exhibits are being filed with this Current Report on Form
8-K.
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Exhibit
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Number
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Description
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(5)(a)
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Opinion
of Jason P. Muncy, Esq., Senior Counsel of the Company.
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(5)(c)
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Opinion
of Fried, Frank, Harris, Shriver & Jacobson LLP, which is referred to
in the opinion filed as Exhibit (5)(a).
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(23)(a)
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Consent
of Jason P. Muncy, Esq., which is contained in his opinion filed as
Exhibit (5)(a).
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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THE
PROCTER & GAMBLE COMPANY
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BY:
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/s/
E.J. WUNSCH
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E.J.
Wunsch
Assistant
Secretary
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February
8, 2010
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Exhibit
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Number
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Description
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(5)(a)
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Opinion
of Jason P. Muncy, Esq., Senior Counsel of the Company.
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(5)(c)
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Opinion
of Fried, Frank, Harris, Shriver & Jacobson LLP, which is referred to
in the opinion filed as Exhibit (5)(a).
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(23)(a)
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Consent
of Jason P. Muncy, Esq., which is contained in his opinion filed as
Exhibit (5)(a).
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