Michael G. Homan Vice President Corporate Accounting The Procter & Gamble Company 1 Procter & Gamble Plaza Cincinnati, OH  45202 (513) 983-6666 phone (513) 945-2177 e-fax (513) 602-7240 mobile homan.mg@pg.com www.pg.com

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Melissa N. Rocha                                                                                                                             October 14, 2016

Senior Assistant Chief Accountant

Office of Manufacturing and Construction

Re:	The Procter & Gamble Company
	Form 8-K filed August 2, 2016
	File No. 1-00434

Dear Ms. Rocha,

This letter responds to the comments on The Procter & Gamble Company (the "Company" or "P&G") Form 8-K provided by the staff ("Staff") of the Securities and Exchange Commission (the "Commission") in your letter dated October 12, 2016.  We have repeated your comments below in italics and have included our responses to each.

1. We note your response to Comment 2.  Please expand your description of the incremental restructuring adjustment in future earnings releases to clarify that the adjustment is only for the restructuring costs above what you believe are the annual, normal recurring level of restructuring costs.

Response

We acknowledge the Staff's comment.  In future earnings releases we will expand our description of incremental restructuring adjustments to clarify that the adjustment is only for the restructuring costs above what we believe are the annual normal recurring level of restructuring costs.

If you or any other member of the Staff has any further questions or comments concerning the Company's responses, please contact me at (513) 983-6666.

Sincerely,

Mick Homan

Vice President, Finance & Accounting - Corporate Accounting

cc: Sandy Lane

      Associate General Counsel