UNITED STATES

                             SECURITIES AND EXCHANGE COMMISSION
                                         WASHINGTON ,   D . C . 20549



     DIVISION OF
CORPORATION FINANCE




                                                              September 24,
2019

Michael Homan
Vice President, Corporate Accounting
PROCTER & GAMBLE Co
1 Procter & Gamble Plaza
Cincinnati, OH 45202

         Re: PROCTER & GAMBLE Co
             Form 10-K for Fiscal Year Ended June 30, 2019
             Filed August 6, 2019
             File No. 1-00434

Dear Mr. Homan:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

         After reviewing your response to these comments, we may have
additional comments.

Form 10-K for Fiscal Year Ended June 30, 2019

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Cash Flow, Financial Condition and Liquidity
Operating Cash Flow, page 21

1.      We note your disclosure on page 22 that your accounts payable, accrued
and other
        liabilities generated $1.9 billion of cash and your days payable
outstanding increased by 8
        days as of year-end. You state that these increases were primarily
driven by extending
        payment terms with your suppliers. However, you anticipate similar
"extended payment
        terms" cash flow benefits could decline in fiscal 2020. Please tell us
whether the
        extended payment terms with suppliers are related to the supply chain
finance program
        described on your website. Further, provide us with the material and
relevant terms of
        your program along with the general benefits and risks introduced by
the arrangements.
        For example, address if your payment obligations under your supply
chain finance
        program are different than the terms originally negotiated with your
suppliers and if so,
 Michael Homan
PROCTER & GAMBLE Co
September 24, 2019
Page 2
         how. Also address if the program was also established with your
subsidiaries and
         guaranteed by the parent company.
2.       Please consider expanding your liquidity disclosures to address the
trends and
         uncertainties related to the extended payment terms for suppliers (and
the supply chain
         finance program) that have impacted historical results or are
reasonably likely to
         materially impact liquidity in the future. Include additional
narrative disclosure to enable
         an understanding of the accounts payable amounts in the financial
statements. Refer to
         Item 103 of Regulation S-K and the related Commission Interpretive
Releases No. 33-
         8350 and No. 33-9144. For example, consider disclosing the following:

             Your plan to further extend payment terms to your suppliers and
the factors that may
             limit your ability to continue to increase operating cash flows
using this strategy in the
             future;
             Additional information about the period-end accounts payable
amount and intra-period
             variations of it including:
               o Amount of accounts payable which has been settled by your
suppliers under the

                 supply chain finance program and pending your payment as of
the report date;
               o Amount of accounts payable sold by suppliers during the
reporting period and the

                 percentage of your suppliers participating in your program;
and
               o Accounts payable days outstanding and any increase or decrease
in the number of

                 days outstanding.

       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

      You may contact Kevin Stertzel at (202) 551-3723 or W. John Cash at (202)
551-
3768 with any questions.



                                                                Sincerely,
FirstName LastNameMichael Homan
                                                                Division of
Corporation Finance
Comapany NamePROCTER & GAMBLE Co
                                                                Office of
Manufacturing and
September 24, 2019 Page 2                                       Construction
FirstName LastName