Item 8.01 Other Events.
On February 6, 2009, The Procter & Gamble Company (the "Company") closed an underwritten public offering of $750,000,000 aggregate principal amount of 3.500% Notes due 2015 and $1,250,000,000 aggregate principal amount of 4.700% Notes due 2019 under the Company's Registration Statement on Form S-3 (Registration No. 333-145938) (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.
Also on February 6, 2009, Procter & Gamble International Funding SCA ("PGIF"), a wholly owned finance subsidiary of the Company, closed an underwritten public offering of $1,000,000,000 aggregate principal amount of Floating Rate Notes due 2010 under the Registration Statement, which are fully and unconditionally guaranteed by the Company. Legal opinions related to these notes and the guarantee are attached hereto as Exhibits (5)(a), (5)(b) 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.

Exhibit Number Description (5)(a) Opinion of Susan S. Whaley, Esq., Associate General Counsel of the Company. (5)(b) Opinion of Arendt & Medernach, Luxembourg counsel for the Company and PGIF. (5)(c) Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, which is referred to in the opinion filed as Exhibit (5)(a). (23)(a) Consent of Susan S. Whaley, Esq., is contained in her opinion filed as Exhibit (5)(a). (23)(b) Consent of Arendt & Medernach, is contained in their opinion filed as Exhibit (5)(b).

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