Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          THE PROCTER & GAMBLE COMPANY
             (Exact name of registrant as specified in its charter)

              Ohio                                   31-0411980
(State or other jurisdiction                         (I.R.S. Employer
 of incorporation or organization)                   Identification No.)

               One Procter & Gamble Plaza, Cincinnati, Ohio 45202
                                 (513) 983-1100
                   (Address, including zip code, and telephone
             number, including area code, of registrant's principal
                               executive offices)

                     THE PROCTER & GAMBLE FUTURE SHARES PLAN
                            (Full title of the plan)

                           Terry L. Overbey, Secretary
                          The Procter & Gamble Company
               One Procter & Gamble Plaza, Cincinnati, Ohio 45202
                                 (513) 983-4463
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
                              Proposed       Proposed
 Title of                      maximum        maximum
securities        Amount      offering       aggregate         Amount of
  to be            to be        price        offering         registration
registered      registered    per unit       price                fee
------------------------------------------------------------------------------
Common Stock    11,000,000    $72.0938(1)   $793,031,800(1)    $240,312.67
(without par
value)


(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) on the basis of the average of the high and low
         prices of the Common Stock reported in the consolidated reporting
         system on October 10, 1997.










                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by The Procter & Gamble Company (the
"Company") with the Securities and Exchange Commission (the "Commission") (File
No. 1-434) pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

     1.   The Company's Annual Report on Form 10-K for the fiscal year ended
          June 30, 1997 (which incorporates by reference portions of the
          Company's definitive Proxy Statement dated August 29, 1997 for the
          Company's Annual Meeting of Shareholders to be held on October 14,
          1997 and portions of its Annual Report to Shareholders for the year
          ended June 30, 1997).

     2.   The Company's Current Reports on Form 8-K dated September 11, 1997,
          September 29, 1997 and October 15, 1997.

     3.   All other documents filed by the Company or Plan pursuant to Sections
          13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
          of this Registration Statement and prior to the filing of a
          post-effective amendment which indicates that all securities offered
          hereby have been sold or which deregisters all securities then
          remaining unsold shall be deemed to be incorporated by reference
          herein and to be a part hereof from the dates of filing of such
          reports and documents. Any statement contained in a document
          incorporated or deemed to be incorporated by reference herein shall be
          deemed to be modified or superseded for purposes of the Registration
          Statement or any Prospectus hereunder to the extent that a statement
          contained herein, in any subsequent Prospectus hereunder or in any
          document subsequently filed with the Commission which also is or is
          deemed to be incorporated by reference herein modifies or supersedes
          such statement. Any such statement so modified or superseded shall not
          be deemed, except as so modified or superseded, to constitute a part
          of the Registration Statement or any Prospectus hereunder.



                                     EXPERTS

     The financial statements incorporated in this Registration Statement by
reference from the Company's Annual Report on Form 10-K for the year ended June
30, 1997 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report which is incorporated herein by reference, and has been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.



Item 4.  DESCRIPTION OF CAPITAL STOCK AND OTHER SECURITIES OFFERED

     The Company's Amended Articles of Incorporation (the "Amended Articles of
Incorporation") authorize the issuance of 5,000,000,000 shares of Common Stock,
600,000,000 shares of Class A Preferred Stock and 200,000,000 shares of Class B
Preferred Stock all of which are without par value ("Common Stock," "Class A
Preferred Stock," and "Class B Preferred Stock," respectively). The holders of
Common Stock and Class A Preferred Stock are entitled to one non-cumulative vote
per share on each matter submitted to a vote of shareholders. The holders of
Class B Preferred Stock are not entitled to vote other than as provided by law.

     The holders of Class A Preferred Stock and Class B Preferred Stock have the
right to receive dividends prior to the payment of dividends on the Common
Stock. The Board of Directors of the Company (the "Board"), which is divided
into three classes, has the power to determine certain terms relative to any
Class A Preferred Stock and Class B Preferred Stock to be issued, such as the
power to establish different series and to set dividend rates, the dates of
payment of dividends, the cumulative dividend rights and dates, redemption
rights and prices, sinking fund requirements, restrictions on the issuance of
such shares or any series thereof, liquidation price and conversion rights.
Also, the Board may fix such other express terms as may be permitted or required
by law. In the event of any liquidation, dissolution or winding up, the holders
of the Common Stock are entitled to receive as a class, pro rata, the residue of
the assets after payment of the liquidation price to the holders of Class A
Preferred Stock and Class B Preferred Stock.

     The Board has determined the terms of shares of Class A Preferred Stock
issued as Series A ESOP Convertible Class A Preferred Stock, which can only be
held by an employee stock ownership plan or other benefit plan of the Company.
Upon transfer of Series A ESOP Convertible Class A Preferred Stock to any other
person, such transferred shares shall be automatically converted into shares of
Common Stock. Each share of Series A ESOP Convertible Class A Preferred Stock
has a cumulative dividend of $1.015 per year and a liquidation price of $13.75
per share (as adjusted for the stock splits on October 20, 1989, May 15, 1992
and August 22, 1997), is redeemable by the Company or the holder, is convertible
at the option of the holder into one share of Common Stock and has certain
anti-dilution protections associated with the conversion rights. Appropriate
adjustments to dividends and liquidation price will be made to give effect to
any stock splits, stock dividends or similar changes to the Series A ESOP
Convertible Class A Preferred Stock.

     The Board has also determined the terms of shares of Class A Preferred
Stock issued as Series B ESOP Convertible Class A Preferred Stock. Each share of
Series B ESOP Convertible Class A Preferred Stock has a cumulative dividend of
$2.06 per year and a liquidation price of $26.12 per share, (as adjusted for the
stock splits on May 15, 1992 and August 22, 1997) is redeemable by the Company
or the holder under certain circumstances, is convertible at the option of the
holder into one share of Common Stock and has certain anti-dilution protections
associated with the conversion rights.

     Appropriate adjustments to dividends and liquidation price will be made to
give effect to any stock splits, stock dividends or similar changes to the
Series B ESOP Convertible Class A Preferred Stock.

     No shares of Class B Preferred Stock are currently issued.

     All of the issued shares of Common Stock of the Company are fully paid and
non-assessable. Common Stock does not have any conversion rights and is not
subject to any redemption provisions. No holder of shares of any class of the
Company's capital stock has or shall have any right, pre-emptive or other, to
subscribe for or to purchase from the Company any of the shares of any class of
the Company hereafter issued or sold. No shares of any class of the Company's
capital stock are subject to any sinking fund provisions or to calls,
assessments by, or liabilities of the Company.

     The Amended Articles of Incorporation provide that actions submitted to
shareholders may be taken if approved by a majority of shares entitled to vote
thereon, except that certain transactions require the affirmative vote of
holders of at least 80% of the outstanding shares of stock entitled to vote
thereon, considered for this purpose to be voting as one class. Such
transactions include certain repurchases of the Company's shares from, mergers
or consolidations with, sales, leases, exchanges, transfers or other
dispositions by the Company of substantial assets to or with, the purchase by
the Company of assets or securities having an aggregate fair market value of
less than $50,000,000 from, the issuance or transfer of any of the Company's
securities to, the adoption of any plan for dissolution, liquidation, spin-off,
split-up of the Company or recapitalization or reclassification of any
securities of the Company, proposed by or on behalf of, and other material
transactions with a person (except one of the Company's employee benefit plans)
who owns more than 5% of the Company's outstanding shares of capital stock
entitled to vote generally in the election of Directors. Amendments to the
Amended Articles of Incorporation which change the supermajority voting
provisions must also be approved by 80% of the outstanding shares entitled to
vote thereon. The supermajority voting provisions remain in effect until the
date of the annual shareholders meeting in the year 2000.



Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 1701.13(E) of the Ohio Revised Code (the "Revised Code") provides
as follows:

          (E)(1) A corporation may indemnify or agree to indemnify any person
     who was or is a party, or is threatened to be made a party, to any
     threatened, pending, or completed action, suit, or proceeding, whether
     civil, criminal, administrative, or investigative, other than an action by
     or in the right of the corporation, by reason of the fact that he is or was
     a director, officer, employee, or agent of the corporation, or is or was
     serving at the request of the corporation as a director, trustee, officer,
     employee, member, manager, or agent of another corporation, domestic or
     foreign, nonprofit or for profit, a limited liability company, or a
     partnership, joint venture, trust, or other enterprise, against expenses,
     including attorney's fees, judgments, fines, and amounts paid in settlement
     actually and reasonably incurred by him in connection with such action,
     suit, or proceeding, if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or proceeding, if he
     had no reasonable cause to believe his conduct was unlawful. The
     termination of any action, suit, or proceeding by judgment, order,
     settlement, or conviction, or upon a plea of nolo contendere or its
     equivalent, shall not, of itself, create a presumption that the person did
     not act in good faith and in a manner he reasonably believed to be in or
     not opposed to the best interests of the corporation, and, with respect to
     any criminal action or proceeding, he had reasonable cause to believe that
     his conduct was unlawful.

          (2) A corporation may indemnify or agree to indemnify any person who
     was or is a party, or is threatened to be made a party, to any threatened,
     pending, or completed action or suit by or in the right of the corporation
     to procure a judgment in its favor, by reason of the fact that he is or was
     a director, officer, employee, or agent of the corporation, or is or was
     serving at the request of the corporation as a director, trustee, officer,
     employee, member, manager, or agent of another corporation, domestic or
     foreign, nonprofit or for profit, a limited liability company, or a
     partnership, joint venture, trust, or other enterprise, against expenses,
     including attorney's fees, actually and reasonably incurred by him in
     connection with the defense or settlement of such action or suit, if he
     acted in good faith and in a manner he reasonably believed to be in or not
     opposed to the best interests of the corporation, except that no
     indemnification shall be made in respect of any of the following:

               (a) Any claim, issue, or matter as to which such person is
          adjudged to be liable for negligence or misconduct in the performance
          of his duty to the corporation unless, and only to the extent that,
          the court of common pleas or the court in which such action or suit
          was brought determines, upon application, that, despite the
          adjudication of liability, but in view of all the circumstances of the
          case, such person is fairly and reasonably entitled to indemnity for
          such expenses as the court of common pleas or such other court shall
          deem proper;

               (b) Any action or suit in which the only liability asserted
          against a director is pursuant to section 1701.95 of the Revised Code.

          (3) To the extent that a director, trustee, officer, employee, member,
     manager, or agent has been successful on the merits or otherwise in defense
     of any action, suit, or proceeding referred to in division (E)(1) or (2) of
     this section, or in defense of any claim, issue, or matter therein, he
     shall be indemnified against expenses, including attorney's fees, actually
     and reasonably incurred by him in connection with the action, suit, or
     proceeding.

          (4) Any indemnification under division (E)(1) or (2) of this section,
     unless ordered by a court, shall be made by the corporation only as
     authorized in the specific case, upon a determination that indemnification
     of the director, trustee, officer, employee, member, manager, or agent is
     proper in the circumstances because he has met the applicable standard of
     conduct set forth in division (E)(1) or (2) of this section. Such
     determination shall be made as follows:

               (a) By a majority vote of a quorum consisting of directors of the
          indemnifying corporation who were not and are not parties to or
          threatened with any such action, suit, or proceeding referred to in
          division (E)(1) or (2) of this section;

               (b) If the quorum described in division (E)(4)(a) of this section
          is not obtainable or if a majority vote of a quorum of disinterested
          directors so directs, in a written opinion by independent legal
          counsel other than an attorney, or a firm having associated with it an
          attorney, who has been retained by or who has performed services for
          the corporation or any person to be indemnified within the past five
          years;

               (c) By the shareholders;

               (d) By the court of common pleas or the court in which such
          action, suit, or proceeding referred to in division (E)(1) or (2) of
          this section was brought.

          Any determination made by the disinterested directors under division
     (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
     section shall be promptly communicated to the person who threatened or
     brought the action or suit by or in the right of the corporation under
     division (E)(2) of this section, and, within ten days after receipt of such
     notification, such person shall have the right to petition the court of
     common pleas or the court in which such action or suit was brought to
     review the reasonableness of such determination.

               (5)(a) Unless at the time of a director's act or omission that is
          the subject of an action, suit, or proceeding referred to in division
          (E)(1) or (2) of this section, the articles or the regulations of a
          corporation state, by specific reference to this division, that the
          provisions of this division do not apply to the corporation and unless
          the only liability asserted against a director in an action, suit, or
          proceeding referred to in division (E)(1) or (2) of this section is
          pursuant to section 1701.95 of the Revised Code, expenses, including
          attorney's fees, incurred by a director in defending the action, suit,
          or proceeding shall be paid by the corporation as they are incurred,
          in advance of the final disposition of the action, suit, or
          proceeding, upon receipt of an undertaking by or on behalf of the
          director in which he agrees to do both of the following:

                    (i) Repay such amount if it is proved by clear and
               convincing evidence in a court of competent jurisdiction that his
               action or failure to act involved an act or omission undertaken
               with deliberate intent to cause injury to the corporation or
               undertaken with reckless disregard for the best interests of the
               corporation;

                    (ii) Reasonably cooperate with the corporation concerning
               the action, suit, or proceeding.

               (b) Expenses, including attorney's fees, incurred by a director,
          trustee, officer, employee, member, manager, or agent in defending any
          action, suit, or proceeding referred to in division (E)(1) or (2) of
          this section, may be paid by the corporation as they are incurred, in
          advance of the final disposition of the action, suit, or proceeding,
          as authorized by the directors in the specific case, upon receipt of
          an undertaking by or on behalf of the director, trustee, officer,
          employee, member, manager, or agent to repay such amount, if it
          ultimately is determined that he is not entitled to be indemnified by
          the corporation.

          (6) The indemnification authorized by this section shall not be
     exclusive of, and shall be in addition to, any other rights granted to
     those seeking indemnification under the articles, the regulations, any
     agreement, a vote of shareholders or disinterested directors, or otherwise,
     both as to action in their official capacities and as to action in another
     capacity while holding their offices or positions, and shall continue as to
     a person who has ceased to be a director, trustee, officer, employee,
     member, manager, or agent and shall inure to the benefit of the heirs,
     executors, and administrators of such a person.

          (7) A corporation may purchase and maintain insurance or furnish
     similar protection, including, but not limited to, trust funds, letters of
     credit, or self-insurance, on behalf of or for any person who is or was a
     director, officer, employee, or agent of the corporation, or is or was
     serving at the request of the corporation as a director, trustee, officer,
     employee, member, manager, or agent of another corporation, domestic or
     foreign, nonprofit or for profit, a limited liability company, or a
     partnership, joint venture, trust, or other enterprise, against any
     liability asserted against him and incurred by him in any such capacity, or
     arising out of his status as such, whether or not the corporation would
     have the power to indemnify him against such liability under this section.
     Insurance may be purchased from or maintained with a person in which the
     corporation has a financial interest.

          (8) The authority of a corporation to indemnify persons pursuant to
     division (E)(1) or (2) of this section does not limit the payment of
     expenses as they are incurred, indemnification, insurance, or other
     protection that may be provided pursuant to divisions (E)(5), (6), and (7)
     of this section. Divisions (E)(1) and (2) of this section do not create any
     obligation to repay or return payments made by the corporation pursuant to
     divisions (E)(5), (6), or (7).

          (9) As used in division (E) of this section, "corporation" include all
     constituent entities in a consolidation or merger and the new or surviving
     corporation, so that any person who is or was a director, officer,
     employee, trustee, member, manager, or agent of such a constituent entity,
     or is or was serving at the request of such constituent entity as a
     director, trustee, officer, employee, member, manager, or agent of another
     corporation, domestic or foreign, nonprofit or for profit, a limited
     liability company, or a partnership, joint venture, trust, or other
     enterprise, shall stand in the same position under this section with
     respect to the new or surviving corporation as he would if he had served
     the new or surviving corporation in the same capacity.

     Section 1701.13 (F)(7) of the Revised Code provides as follows:

     (F) In carrying out the purposes stated in its articles and subject to
limitations prescribed by law or in its articles, a corporation may:

          (7) Resist a change or potential change in control of the corporation
     if the directors by a majority vote of a quorum determine that the change
     or potential change is opposed to or not in the best interests of the
     corporation:

               (a) Upon consideration of the interests of the corporation's
          shareholders and any of the matters set forth in division (E) of
          section 1701.59 of the Revised Code; or

               (b) Because the amount or nature of the indebtedness and other
          obligations to which the corporation or any successor or the property
          of either may become subject in connection with the change or
          potential change in control provides reasonable grounds to believe
          that, within a reasonable period of time, any of the following would
          apply:

                    (i) The assets of the corporation or any successor would be
               or become less than its liabilities plus its stated capital, if
               any;

                    (ii) The corporation or any successor would be or become
               insolvent;

                    (iii) Any voluntary or involuntary proceeding under the
               federal bankruptcy laws concerning the corporation or any
               successor would be commenced by any person.

     Section 1701.59 of the Revised Code provides as follows:

     (A) Except where the law, the articles, or the regulations require action
to be authorized or taken by shareholders, all of the authority of a corporation
shall be exercised by or under the direction of its directors. For their own
government, the directors may adopt bylaws that are not inconsistent with the
articles or the regulations. The selection of a time frame for the achievement
of corporate goals shall be the responsibility of the directors.

     (B) A director shall perform his duties as a director, including his duties
as a member of any committee of the directors upon which he may serve, in good
faith, in a manner he reasonably believes to be in or not opposed to the best
interests of the corporation, and with the care that an ordinarily prudent
person in a like position would use under similar circumstances. In performing
his duties, a director is entitled to rely on information, opinions, reports, or
statements, including financial statements and other financial data, that are
prepared or presented by:

          (1) One or more directors, officers, or employees of the corporation
     who the director reasonably believes are reliable and competent in the
     matters prepared or presented;

          (2) Counsel, public accountants, or other persons as to matters that
     the director reasonably believes are within the person's professional or
     expert competence;

          (3) A committee of the directors upon which he does not serve, duly
     established in accordance with a provision of the articles or the
     regulations, as to matters within its designated authority, which committee
     the director reasonably believes to merit confidence.

     (C) For purposes of division (B) of this section:

          (1) A director shall not be found to have violated his duties under
     division (B) of this section unless it is proved by clear and convincing
     evidence that the director has not acted in good faith, in a manner he
     reasonably believes to be in or not opposed to the best interests of the
     corporation, or with the care that an ordinarily prudent person in a like
     position would use under similar circumstances, in any action brought
     against a director, including actions involving or affecting any of the
     following:

               (a) A change or potential change in control of the corporation,
          including a determination to resist a change or potential change in
          control made pursuant to division (F)(7) of section 1701.13 of the
          Revised Code;

               (b) A termination or potential termination of his service to the
          corporation as a director;

               (c) His service in any other position or relationship with the
          corporation.

          (2) A director shall not be considered to be acting in good faith if
     he has knowledge concerning the matter in question that would cause
     reliance on information, opinions, reports, or statements that are prepared
     or presented by the persons described in divisions (B)(1) to (3) of this
     section to be unwarranted.

          (3) Nothing contained in this division limits relief available under
     section 1701.60 of the Revised Code.

     (D) A director shall be liable in damages for any action he takes or fails
to take as a director only if it is proved by clear and convincing evidence in a
court of competent jurisdiction that his action or failure to act involved an
act or omission undertaken with deliberate intent to cause injury to the
corporation or undertaken with reckless disregard for the best interests of the
corporation. Nothing contained in this division affects the liability of
directors under section 1701.95 of the Revised Code or limits relief available
under section 1701.60 of the Revised Code. This division does not apply if, and
only to the extent that, at the time of a director's act or omission that is the
subject of complaint, the articles or the regulations of the corporation state
by specific reference to this division that the provisions of this division do
not apply to the corporation.

     (E) For purposes of this section, a director, in determining what he
reasonably believes to be in the best interests of the corporation, shall
consider the interests of the corporation's shareholders and, in his discretion,
may consider any of the following:

          (1) The interests of the corporation's employees, suppliers,
     creditors, and customers;

          (2) The economy of the state and nation;

          (3) Community and societal considerations;

          (4) The long-term as well as short-term interests of the corporation
     and its shareholders, including the possibility that these interests may be
     best served by the continued independence of the corporation.

     (F) Nothing contained in division (C) or (D) of this section affects the
duties of either of the following:

          (1) A director who acts in any capacity other than his capacity as a
     director;

          (2) A director of a corporation that does not have issued and
     outstanding shares that are listed on a national securities exchange or are
     regularly quoted in an over-the-counter market by one or more members of a
     national or affiliated securities association, who votes for or assents to
     any action taken by the directors of the corporation that, in connection
     with a change in control of the corporation, directly results in the holder
     or holders of a majority of the outstanding shares of the corporation
     receiving a greater consideration for their shares than other shareholders.

     Section 1701.95 of the Revised Code provides as follows:

          (A)(1) In addition to any other liabilities imposed by law upon
     directors of a corporation and except as provided in division (B) of this
     section, directors shall be jointly and severally liable to the corporation
     as provided in division (A)(2) of this section if they vote for or assent
     to any of the following:

               (a) The payment of a dividend or distribution, the making of a
          distribution of assets to shareholders, or the purchase or redemption
          of the corporation's own shares, contrary to law or the articles;

               (b) A distribution of assets to shareholders during the winding
          up of the affairs of the corporation, on dissolution or otherwise,
          without the payment of all known obligations of the corporation or
          without making adequate provision for their payment;

               (c) The making of a loan, other than in the usual course of
          business, to an officer, director, or shareholder of the corporation,
          other than in either of the following cases:

                    (i) In the case of a savings and loan association or of a
               corporation engaged in banking or in the making of loans
               generally;

                    (ii) At the time of the making of the loan, a majority of
               the disinterested directors of the corporation voted for the loan
               and, taking into account the terms and provisions of the loan and
               other relevant factors, determined that the making of the loan
               could reasonably be expected to benefit the corporation.

               (2)(a) In cases under division (A)(1)(a) of this section,
          directors shall be jointly and severally liable up to the amount of
          the dividend, distribution, or other payment, in excess of the amount
          that could have been paid or distributed without violation of law or
          the articles but not in excess of the amount that would inure to the
          benefit of the creditors of the corporation if it was insolvent at the
          time of the payment or distribution or there was reasonable ground to
          believe that by such action it would be rendered insolvent, plus the
          amount that was paid or distributed to holders of shares of any class
          in violation of the rights of holders of shares of any other class.

               (b) In cases under division (A)(1)(b) of this section, directors
          shall be jointly and severally liable to the extent that the
          obligations of the corporation that are not otherwise barred by
          statute are not paid or for the payment of which adequate provision
          has not been made.

               (c) In cases under division (A)(1)(c) of this section, directors
          shall be jointly and severally liable for the amount of the loan with
          interest on it at the rate specified in division (A) of section
          1343.03 of the Revised Code until the amount has been paid.

                  (B)(1) A director is not liable under division (A)(1) (a) or
         (b) of this section if, in determining the amount available for any
         dividend, purchase, redemption, or distribution to shareholders, the
         director in good faith relied on a financial statement of the
         corporation prepared by an officer or employee of the corporation in
         charge of its accounts or certified by a public accountant or firm of
         public accountants, or the director in good faith considered the assets
         to be of their book value, or the director followed what the director
         believed to be sound accounting and business practice.

                  (2) A director is not liable under division (A)(1)(c) of this
         section for making any loan to, or guaranteeing any loan to or other
         obligation of, an employee stock ownership plan, as defined in section
         4975(e)(7) of the Internal Revenue Code.

          (C) A director who is present at a meeting of the directors or a
     committee of the directors at which action on any matter is authorized or
     taken and who has not voted for or against the action shall be presumed to
     have voted for the action unless that director's written dissent from the
     action is filed, either during the meeting or within a reasonable time
     after the adjournment of the meeting, with the person acting as secretary
     of the meeting or with the secretary of the corporation.

          (D) A shareholder who knowingly receives any dividend, distribution,
     or payment made contrary to law or the articles shall be liable to the
     corporation for the amount received by that shareholder that is in excess
     of the amount that could have been paid or distributed without violation of
     law or the articles.

          (E) A director against whom a claim is asserted under or pursuant to
     this section and who is held liable on the claim shall be entitled to
     contribution, on equitable principles, from other directors who also are
     liable. In addition, any director against whom a claim is asserted under or
     pursuant to this section or who is held liable shall have a right of
     contribution from the shareholders who knowingly received any dividend,
     distribution, or payment made contrary to law or the articles, and those
     shareholders as among themselves shall also be entitled to contribution in
     proportion to the amounts received by them respectively.

          (F) No action shall be brought by or on behalf of a corporation upon a
     cause of action arising under division (A)(1) or (2) of this section after
     two years from the day on which the violation occurs.

          (G) Nothing contained in this section shall preclude any creditor
     whose claim is unpaid from exercising the rights that that creditor
     otherwise would have by law to enforce that creditor's claim against assets
     of the corporation paid or distributed to shareholders.

          (H) The failure of a corporation to observe corporate formalities
     relating to meetings of directors or shareholders in connection with the
     management of the corporation's affairs shall not be considered a factor
     tending to establish that the shareholders have personal liability for
     corporate obligations.


     Section 8 of Article III of the Company's Regulations provides as follows:

          Section 8. Indemnification of Directors and Officers. The Company
     shall indemnify each present and future Director and officer, his heirs,
     executors and administrators against all costs, expenses (including
     attorneys' fees), judgments, and liabilities, reasonably incurred by or
     imposed on him in connection with or arising out of any claim or any
     action, suit or proceeding, civil or criminal, in which he may be or become
     involved by reason of his being or having been a Director or officer of the
     Company, or of any of its subsidiary companies, or of any other company in
     which he served or serves as a Director or officer at the request of the
     Company, irrespective of whether or not he continues to be a Director or an
     officer at the time he incurs or becomes subjected to such costs, expenses
     (including attorneys' fees), judgments, and liabilities; but such
     indemnification shall not be operative with respect to any matter as to
     which in any such action, suit or proceeding he shall have been finally
     adjudged to have been derelict in the performance of his duties as such
     Director or officer. Such indemnification shall apply when the adjudication
     in such action, suit or proceeding is otherwise than on the merits and also
     shall apply when a settlement or compromise is effected, but in such cases
     indemnification shall be made only if the Board of Directors of the
     Company, acting at a meeting at which a majority of the quorum of the Board
     is unaffected by self interest, shall find that such Director or officer
     has not been derelict in the performance of his duty as such Director or
     officer with respect to the matter involved, and shall adopt a resolution
     to that effect and in cases of settlement or compromise shall also approve
     the same; in cases of settlement or compromise such indemnification shall
     not include reimbursement of any amounts which by the terms of the
     settlement or compromise are paid or payable to the Company itself by the
     Director or officer (or in the case of a Director or officer of a
     subsidiary or another company in which such Director or officer is serving
     at the request of the Company any amounts paid or payable by such Director
     or officer to such company). If the Board of Directors as herein provided
     refuses or fails to act or is unable to act due to the self interest of
     some or all of its members, the Company at its expense shall obtain the
     opinion of counsel and indemnification shall be had only if it is the
     opinion of such counsel that the Director or officer has not been derelict
     in the performance of his duties as such Director or officer with respect
     to the matter involved.

          The right of indemnification provided for in this section shall not be
     exclusive of other rights to which any Director or officer may be entitled
     as a matter of law and such rights, if any, shall also inure to the benefit
     of the heirs, executors or administrators of any such Director or officer.

     The Company's Directors, officers and certain other key employees of the
Company are insured by directors and officers liability insurance policies. The
Company pays the premiums for this insurance. The Company's basic directors and
officers liability insurance provides coverage up to an annual aggregate
liability limitation of $25,000,000. The Company has also contracted for excess
directors and officers liability insurance coverage with an annual aggregate
liability limitation of $125,000,000.

     The Company's Directors, officers and certain other key employees of
the Company are insured against liabilities arising under the Employee
Retirement Income Security Act of 1974 and certain other liabilities by
fiduciary responsibility insurance with an annual aggregate liability limitation
of $30,000,000.


ITEM 8.  EXHIBITS

Exhibit No.                     Description
-----------                     -----------

 *(4)(i)(a)   -- Amended Articles of Incorporation
**(4)(i)(b)   -- Regulations
  (5)         -- Opinion of Counsel
  (23)(a)     -- Consent of Deloitte & Touche LLP.
  (23)(b)     -- Consent of Terry L. Overbey, Esq. is contained in his opinion
                 filed as Exhibit (5)
---------------
 *     Incorporated by reference to the Company's 8-K filed on October 15,
       1997.
**     Incorporated by reference to Exhibit (3-2) of the Company's Annual Report
       on Form 10-K for the fiscal year ended June 30, 1993.





Item 9.  UNDERTAKINGS

          (a) The undersigned registrant hereby undertakes: (1)to file, during
     any period in which offers or sales are being made, a post-effective
     amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective registration
          statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed with
     or furnished to the Commission by the registrant pursuant to section 13 or
     section 15(d) of the Securities Exchange Act of 1934 that are incorporated
     by reference in the registration statement;

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof; and

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering; and

          (b) The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the registrant's annual report pursuant to section 13(a) or section 15(d)
     of the Securities Exchange Act of 1934 that is incorporated by reference in
     the registration statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

          (h) Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant pursuant to the foregoing provisions,
     or otherwise, the registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.



                                   SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cincinnati, State of Ohio, on October 14, 1997.

THE PROCTER & GAMBLE COMPANY



By /S/JOHN E. PEPPER
   ------------------------
John E. Pepper
Chairman of the Board and Chief Executive


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 14, 1997.

     Signature                                        Title



/S/JOHN E. PEPPER
--------------------                 Chairman of the Board and Chief Executive
John E. Pepper                       and Director



/S/ERIK G. NELSON
--------------------                 Senior Vice President (Chief Financial
Erik G. Nelson                       Officer)



/S/DAVID R. WALKER
--------------------                 Vice President and Comptroller
David R. Walker



/S/EDWIN L. ARTZT
--------------------
Edwin L. Artzt                       Director



/S/NORMAN R. AUGUSTINE
--------------------
Norman R. Augustine                  Director



/S/DONALD R. BEALL
--------------------
Donald R. Beall                      Director



/S/GORDON F. BRUNNER
--------------------
Gordon F. Brunner                    Director



/S/RICHARD B. CHENEY
--------------------
Richard B. Cheney                    Director



/S/HARALD EINSMANN
--------------------
Harald Einsmann                      Director



/S/RICHARD J. FERRIS
--------------------
Richard J. Ferris                    Director



/S/JOSEPH T. GORMAN
--------------------
Joseph T. Gorman                     Director



/S/DURK I. JAGER
--------------------
Durk I. Jager                        Director




--------------------
Charles R. Lee                       Director



/S/LYNN M. MARTIN
-------------------
Lynn M. Martin                       Director



/S/JOHN C. SAWHILL
-------------------
John C. Sawhill                      Director



/S/JOHN F. SMITH, JR.
-------------------
John F. Smith, Jr.                   Director



/S/RALPH SNYDERMAN
-------------------
Ralph Snyderman                      Director



/S/ROBERT D. STOREY
-------------------
Robert D. Storey                     Director



/S/MARINA V. N. WHITMAN
-------------------
Marina v. N. Whitman                 Director




                                  EXHIBIT INDEX


Exhibit No.                    Description
-----------                    -----------


 *(4)(i)(a)   -- Amended Articles of Incorporation
**(4)(i)(b)   -- Regulations
  (5)         -- Opinion of Counsel
  (23)(a)     -- Consent of Deloitte & Touche LLP.
  (23)(b)     -- Consent of Terry L. Overbey, Esq. is contained in his opinion
                 filed as Exhibit (5)
---------------
 *     Incorporated by reference to the Company's 8-K filed on October 15,
       1997.
**     Incorporated by reference to Exhibit (3-2) of the Company's Annual Report
       on Form 10-K for the fiscal year ended June 30, 1993.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 48799}]
{"company-data": {"conformed-name": "PROCTER & GAMBLE CO", "cik": "0000080424", "assigned-sic": "2840", "irs-number": "310411980", "state-of-incorporation": "OH", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37905", "film-number": "97695712"}, "business-address": {"street1": "ONE PROCTER & GAMBLE PLZ", "city": "CINCINNATI", "state": "OH", "zip": "45202", "phone": "5139831100"}}
Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          THE PROCTER & GAMBLE COMPANY
             (Exact name of registrant as specified in its charter)

              Ohio                                   31-0411980
(State or other jurisdiction                         (I.R.S. Employer
 of incorporation or organization)                   Identification No.)

               One Procter & Gamble Plaza, Cincinnati, Ohio 45202
                                 (513) 983-1100
                   (Address, including zip code, and telephone
             number, including area code, of registrant's principal
                               executive offices)

                     THE PROCTER & GAMBLE FUTURE SHARES PLAN
                            (Full title of the plan)

                           Terry L. Overbey, Secretary
                          The Procter & Gamble Company
               One Procter & Gamble Plaza, Cincinnati, Ohio 45202
                                 (513) 983-4463
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
                              Proposed       Proposed
 Title of                      maximum        maximum
securities        Amount      offering       aggregate         Amount of
  to be            to be        price        offering         registration
registered      registered    per unit       price                fee
------------------------------------------------------------------------------
Common Stock    11,000,000    $72.0938(1)   $793,031,800(1)    $240,312.67
(without par
value)

(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) on the basis of the average of the high and low
         prices of the Common Stock reported in the consolidated reporting
         system on October 10, 1997.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by The Procter & Gamble Company (the
"Company") with the Securities and Exchange Commission (the "Commission") (File
No. 1-434) pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

     1.   The Company's Annual Report on Form 10-K for the fiscal year ended
          June 30, 1997 (which incorporates by reference portions of the
          Company's definitive Proxy Statement dated August 29, 1997 for the
          Company's Annual Meeting of Shareholders to be held on October 14,
          1997 and portions of its Annual Report to Shareholders for the year
          ended June 30, 1997).

     2.   The Company's Current Reports on Form 8-K dated September 11, 1997,
          September 29, 1997 and October 15, 1997.

     3.   All other documents filed by the Company or Plan pursuant to Sections
          13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
          of this Registration Statement and prior to the filing of a
          post-effective amendment which indicates that all securities offered
          hereby have been sold or which deregisters all securities then
          remaining unsold shall be deemed to be incorporated by reference
          herein and to be a part hereof from the dates of filing of such
          reports and documents. Any statement contained in a document
          incorporated or deemed to be incorporated by reference herein shall be
          deemed to be modified or superseded for purposes of the Registration
          Statement or any Prospectus hereunder to the extent that a statement
          contained herein, in any subsequent Prospectus hereunder or in any
          document subsequently filed with the Commission which also is or is
          deemed to be incorporated by reference herein modifies or supersedes
          such statement. Any such statement so modified or superseded shall not
          be deemed, except as so modified or superseded, to constitute a part
          of the Registration Statement or any Prospectus hereunder.

                                     EXPERTS

     The financial statements incorporated in this Registration Statement by
reference from the Company's Annual Report on Form 10-K for the year ended June
30, 1997 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report which is incorporated herein by reference, and has been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

Item 4.  DESCRIPTION OF CAPITAL STOCK AND OTHER SECURITIES OFFERED

     The Company's Amended Articles of Incorporation (the "Amended Articles of
Incorporation") authorize the issuance of 5,000,000,000 shares of Common Stock,
600,000,000 shares of Class A Preferred Stock and 200,000,000 shares of Class B
Preferred Stock all of which are without par value ("Common Stock," "Class A
Preferred Stock," and "Class B Preferred Stock," respectively). The holders of
Common Stock and Class A Preferred Stock are entitled to one non-cumulative vote
per share on each matter submitted to a vote of shareholders. The holders of
Class B Preferred Stock are not entitled to vote other than as provided by law.

     The holders of Class A Preferred Stock and Class B Preferred Stock have the
right to receive dividends prior to the payment of dividends on the Common
Stock. The Board of Directors of the Company (the "Board"), which is divided
into three classes, has the power to determine certain terms relative to any
Class A Preferred Stock and Class B Preferred Stock to be issued, such as the
power to establish different series and to set dividend rates, the dates of
payment of dividends, the cumulative dividend rights and dates, redemption
rights and prices, sinking fund requirements, restrictions on the issuance of
such shares or any series thereof, liquidation price and conversion rights.
Also, the Board may fix such other express terms as may be permitted or required
by law. In the event of any liquidation, dissolution or winding up, the holders
of the Common Stock are entitled to receive as a class, pro rata, the residue of
the assets after payment of the liquidation price to the holders of Class A
Preferred Stock and Class B Preferred Stock.

     The Board has determined the terms of shares of Class A Preferred Stock
issued as Series A ESOP Convertible Class A Preferred Stock, which can only be
held by an employee stock ownership plan or other benefit plan of the Company.
Upon transfer of Series A ESOP Convertible Class A Preferred Stock to any other
person, such transferred shares shall be automatically converted into shares of
Common Stock. Each share of Series A ESOP Convertible Class A Preferred Stock
has a cumulative dividend of $1.015 per year and a liquidation price of $13.75
per share (as adjusted for the stock splits on October 20, 1989, May 15, 1992
and August 22, 1997), is redeemable by the Company or the holder, is convertible
at the option of the holder into one share of Common Stock and has certain
anti-dilution protections associated with the conversion rights. Appropriate
adjustments to dividends and liquidation price will be made to give effect to
any stock splits, stock dividends or similar changes to the Series A ESOP
Convertible Class A Preferred Stock.

     The Board has also determined the terms of shares of Class A Preferred
Stock issued as Series B ESOP Convertible Class A Preferred Stock. Each share of
Series B ESOP Convertible Class A Preferred Stock has a cumulative dividend of
$2.06 per year and a liquidation price of $26.12 per share, (as adjusted for the
stock splits on May 15, 1992 and August 22, 1997) is redeemable by the Company
or the holder under certain circumstances, is convertible at the option of the
holder into one share of Common Stock and has certain anti-dilution protections
associated with the conversion rights.

     Appropriate adjustments to dividends and liquidation price will be made to
give effect to any stock splits, stock dividends or similar changes to the
Series B ESOP Convertible Class A Preferred Stock.

     No shares of Class B Preferred Stock are currently issued.

     All of the issued shares of Common Stock of the Company are fully paid and
non-assessable. Common Stock does not have any conversion rights and is not
subject to any redemption provisions. No holder of shares of any class of the
Company's capital stock has or shall have any right, pre-emptive or other, to
subscribe for or to purchase from the Company any of the shares of any class of
the Company hereafter issued or sold. No shares of any class of the Company's
capital stock are subject to any sinking fund provisions or to calls,
assessments by, or liabilities of the Company.

     The Amended Articles of Incorporation provide that actions submitted to
shareholders may be taken if approved by a majority of shares entitled to vote
thereon, except that certain transactions require the affirmative vote of
holders of at least 80% of the outstanding shares of stock entitled to vote
thereon, considered for this purpose to be voting as one class. Such
transactions include certain repurchases of the Company's shares from, mergers
or consolidations with, sales, leases, exchanges, transfers or other
dispositions by the Company of substantial assets to or with, the purchase by
the Company of assets or securities having an aggregate fair market value of
less than $50,000,000 from, the issuance or transfer of any of the Company's
securities to, the adoption of any plan for dissolution, liquidation, spin-off,
split-up of the Company or recapitalization or reclassification of any
securities of the Company, proposed by or on behalf of, and other material
transactions with a person (except one of the Company's employee benefit plans)
who owns more than 5% of the Company's outstanding shares of capital stock
entitled to vote generally in the election of Directors. Amendments to the
Amended Articles of Incorporation which change the supermajority voting
provisions must also be approved by 80% of the outstanding shares entitled to
vote thereon. The supermajority voting provisions remain in effect until the
date of the annual shareholders meeting in the year 2000.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 1701.13(E) of the Ohio Revised Code (the "Revised Code") provides
as follows:

          (E)(1) A corporation may indemnify or agree to indemnify any person
     who was or is a party, or is threatened to be made a party, to any
     threatened, pending, or completed action, suit, or proceeding, whether
     civil, criminal, administrative, or investigative, other than an action by
     or in the right of the corporation, by reason of the fact that he is or was
     a director, officer, employee, or agent of the corporation, or is or was
     serving at the request of the corporation as a director, trustee, officer,
     employee, member, manager, or agent of another corporation, domestic or
     foreign, nonprofit or for profit, a limited liability company, or a
     partnership, joint venture, trust, or other enterprise, against expenses,
     including attorney's fees, judgments, fines, and amounts paid in settlement
     actually and reasonably incurred by him in connection with such action,
     suit, or proceeding, if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or proceeding, if he
     had no reasonable cause to believe his conduct was unlawful. The
     termination of any action, suit, or proceeding by judgment, order,
     settlement, or conviction, or upon a plea of nolo contendere or its
     equivalent, shall not, of itself, create a presumption that the person did
     not act in good faith and in a manner he reasonably believed to be in or
     not opposed to the best interests of the corporation, and, with respect to
     any criminal action or proceeding, he had reasonable cause to believe that
     his conduct was unlawful.

          (2) A corporation may indemnify or agree to indemnify any person who
     was or is a party, or is threatened to be made a party, to any threatened,
     pending, or completed action or suit by or in the right of the corporation
     to procure a judgment in its favor, by reason of the fact that he is or was
     a director, officer, employee, or agent of the corporation, or is or was
     serving at the request of the corporation as a director, trustee, officer,
     employee, member, manager, or agent of another corporation, domestic or
     foreign, nonprofit or for profit, a limited liability company, or a
     partnership, joint venture, trust, or other enterprise, against expenses,
     including attorney's fees, actually and reasonably incurred by him in
     connection with the defense or settlement of such action or suit, if he
     acted in good faith and in a manner he reasonably believed to be in or not
     opposed to the best interests of the corporation, except that no
     indemnification shall be made in respect of any of the following:

               (a) Any claim, issue, or matter as to which such person is
          adjudged to be liable for negligence or misconduct in the performance
          of his duty to the corporation unless, and only to the extent that,
          the court of common pleas or the court in which such action or suit
          was brought determines, upon application, that, despite the
          adjudication of liability, but in view of all the circumstances of the
          case, such person is fairly and reasonably entitled to indemnity for
          such expenses as the court of common pleas or such other court shall
          deem proper;

               (b) Any action or suit in which the only liability asserted
          against a director is pursuant to section 1701.95 of the Revised Code.

          (3) To the extent that a director, trustee, officer, employee, member,
     manager, or agent has been successful on the merits or otherwise in defense
     of any action, suit, or proceeding referred to in division (E)(1) or (2) of
     this section, or in defense of any claim, issue, or matter therein, he
     shall be indemnified against expenses, including attorney's fees, actually
     and reasonably incurred by him in connection with the action, suit, or
     proceeding.

          (4) Any indemnification under division (E)(1) or (2) of this section,
     unless ordered by a court, shall be made by the corporation only as
     authorized in the specific case, upon a determination that indemnification
     of the director, trustee, officer, employee, member, manager, or agent is
     proper in the circumstances because he has met the applicable standard of
     conduct set forth in division (E)(1) or (2) of this section. Such
     determination shall be made as follows:

               (a) By a majority vote of a quorum consisting of directors of the
          indemnifying corporation who were not and are not parties to or
          threatened with any such action, suit, or proceeding referred to in
          division (E)(1) or (2) of this section;

               (b) If the quorum described in division (E)(4)(a) of this section
          is not obtainable or if a majority vote of a quorum of disinterested
          directors so directs, in a written opinion by independent legal
          counsel other than an attorney, or a firm having associated with it an
          attorney, who has been retained by or who has performed services for
          the corporation or any person to be indemnified within the past five
          years;

               (c) By the shareholders;

               (d) By the court of common pleas or the court in which such
          action, suit, or proceeding referred to in division (E)(1) or (2) of
          this section was brought.

          Any determination made by the disinterested directors under division
     (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
     section shall be promptly communicated to the person who threatened or
     brought the action or suit by or in the right of the corporation under
     division (E)(2) of this section, and, within ten days after receipt of such
     notification, such person shall have the right to petition the court of
     common pleas or the court in which such action or suit was brought to
     review the reasonableness of such determination.

               (5)(a) Unless at the time of a director's act or omission that is
          the subject of an action, suit, or proceeding referred to in division
          (E)(1) or (2) of this section, the articles or the regulations of a
          corporation state, by specific reference to this division, that the
          provisions of this division do not apply to the corporation and unless
          the only liability asserted against a director in an action, suit, or
          proceeding referred to in division (E)(1) or (2) of this section is
          pursuant to section 1701.95 of the Revised Code, expenses, including
          attorney's fees, incurred by a director in defending the action, suit,
          or proceeding shall be paid by the corporation as they are incurred,
          in advance of the final disposition of the action, suit, or
          proceeding, upon receipt of an undertaking by or on behalf of the
          director in which he agrees to do both of the following:

                    (i) Repay such amount if it is proved by clear and
               convincing evidence in a court of competent jurisdiction that his
               action or failure to act involved an act or omission undertaken
               with deliberate intent to cause injury to the corporation or
               undertaken with reckless disregard for the best interests of the
               corporation;

                    (ii) Reasonably cooperate with the corporation concerning
               the action, suit, or proceeding.

               (b) Expenses, including attorney's fees, incurred by a director,
          trustee, officer, employee, member, manager, or agent in defending any
          action, suit, or proceeding referred to in division (E)(1) or (2) of
          this section, may be paid by the corporation as they are incurred, in
          advance of the final disposition of the action, suit, or proceeding,
          as authorized by the directors in the specific case, upon receipt of
          an undertaking by or on behalf of the director, trustee, officer,
          employee, member, manager, or agent to repay such amount, if it
          ultimately is determined that he is not entitled to be indemnified by
          the corporation.

          (6) The indemnification authorized by this section shall not be
     exclusive of, and shall be in addition to, any other rights granted to
     those seeking indemnification under the articles, the regulations, any
     agreement, a vote of shareholders or disinterested directors, or otherwise,
     both as to action in their official capacities and as to action in another
     capacity while holding their offices or positions, and shall continue as to
     a person who has ceased to be a director, trustee, officer, employee,
     member, manager, or agent and shall inure to the benefit of the heirs,
     executors, and administrators of such a person.

          (7) A corporation may purchase and maintain insurance or furnish
     similar protection, including, but not limited to, trust funds, letters of
     credit, or self-insurance, on behalf of or for any person who is or was a
     director, officer, employee, or agent of the corporation, or is or was
     serving at the request of the corporation as a director, trustee, officer,
     employee, member, manager, or agent of another corporation, domestic or
     foreign, nonprofit or for profit, a limited liability company, or a
     partnership, joint venture, trust, or other enterprise, against any
     liability asserted against him and incurred by him in any such capacity, or
     arising out of his status as such, whether or not the corporation would
     have the power to indemnify him against such liability under this section.
     Insurance may be purchased from or maintained with a person in which the
     corporation has a financial interest.

          (8) The authority of a corporation to indemnify persons pursuant to
     division (E)(1) or (2) of this section does not limit the payment of
     expenses as they are incurred, indemnification, insurance, or other
     protection that may be provided pursuant to divisions (E)(5), (6), and (7)
     of this section. Divisions (E)(1) and (2) of this section do not create any
     obligation to repay or return payments made by the corporation pursuant to
     divisions (E)(5), (6), or (7).

          (9) As used in division (E) of this section, "corporation" include all
     constituent entities in a consolidation or merger and the new or surviving
     corporation, so that any person who is or was a director, officer,
     employee, trustee, member, manager, or agent of such a constituent entity,
     or is or was serving at the request of such constituent entity as a
     director, trustee, officer, employee, member, manager, or agent of another
     corporation, domestic or foreign, nonprofit or for profit, a limited
     liability company, or a partnership, joint venture, trust, or other
     enterprise, shall stand in the same position under this section with
     respect to the new or surviving corporation as he would if he had served
     the new or surviving corporation in the same capacity.

     Section 1701.13 (F)(7) of the Revised Code provides as follows:

     (F) In carrying out the purposes stated in its articles and subject to
limitations prescribed by law or in its articles, a corporation may:

          (7) Resist a change or potential change in control of the corporation
     if the directors by a majority vote of a quorum determine that the change
     or potential change is opposed to or not in the best interests of the
     corporation:

               (a) Upon consideration of the interests of the corporation's
          shareholders and any of the matters set forth in division (E) of
          section 1701.59 of the Revised Code; or

               (b) Because the amount or nature of the indebtedness and other
          obligations to which the corporation or any successor or the property
          of either may become subject in connection with the change or
          potential change in control provides reasonable grounds to believe
          that, within a reasonable period of time, any of the following would
          apply:

                    (i) The assets of the corporation or any successor would be
               or become less than its liabilities plus its stated capital, if
               any;

                    (ii) The corporation or any successor would be or become
               insolvent;

                    (iii) Any voluntary or involuntary proceeding under the
               federal bankruptcy laws concerning the corporation or any
               successor would be commenced by any person.

     Section 1701.59 of the Revised Code provides as follows:

     (A) Except where the law, the articles, or the regulations require action
to be authorized or taken by shareholders, all of the authority of a corporation
shall be exercised by or under the direction of its directors. For their own
government, the directors may adopt bylaws that are not inconsistent with the
articles or the regulations. The selection of a time frame for the achievement
of corporate goals shall be the responsibility of the directors.

     (B) A director shall perform his duties as a director, including his duties
as a member of any committee of the directors upon which he may serve, in good
faith, in a manner he reasonably believes to be in or not opposed to the best
interests of the corporation, and with the care that an ordinarily prudent
person in a like position would use under similar circumstances. In performing
his duties, a director is entitled to rely on information, opinions, reports, or
statements, including financial statements and other financial data, that are
prepared or presented by:

          (1) One or more directors, officers, or employees of the corporation
     who the director reasonably believes are reliable and competent in the
     matters prepared or presented;

          (2) Counsel, public accountants, or other persons as to matters that
     the director reasonably believes are within the person's professional or
     expert competence;

          (3) A committee of the directors upon which he does not serve, duly
     established in accordance with a provision of the articles or the
     regulations, as to matters within its designated authority, which committee
     the director reasonably believes to merit confidence.

     (C) For purposes of division (B) of this section:

          (1) A director shall not be found to have violated his duties under
     division (B) of this section unless it is proved by clear and convincing
     evidence that the director has not acted in good faith, in a manner he
     reasonably believes to be in or not opposed to the best interests of the
     corporation, or with the care that an ordinarily prudent person in a like
     position would use under similar circumstances, in any action brought
     against a director, including actions involving or affecting any of the
     following:

               (a) A change or potential change in control of the corporation,
          including a determination to resist a change or potential change in
          control made pursuant to division (F)(7) of section 1701.13 of the
          Revised Code;

               (b) A termination or potential termination of his service to the
          corporation as a director;

               (c) His service in any other position or relationship with the
          corporation.

          (2) A director shall not be considered to be acting in good faith if
     he has knowledge concerning the matter in question that would cause
     reliance on information, opinions, reports, or statements that are prepared
     or presented by the persons described in divisions (B)(1) to (3) of this
     section to be unwarranted.

          (3) Nothing contained in this division limits relief available under
     section 1701.60 of the Revised Code.

     (D) A director shall be liable in damages for any action he takes or fails
to take as a director only if it is proved by clear and convincing evidence in a
court of competent jurisdiction that his action or failure to act involved an
act or omission undertaken with deliberate intent to cause injury to the
corporation or undertaken with reckless disregard for the best interests of the
corporation. Nothing contained in this division affects the liability of
directors under section 1701.95 of the Revised Code or limits relief available
under section 1701.60 of the Revised Code. This division does not apply if, and
only to the extent that, at the time of a director's act or omission that is the
subject of complaint, the articles or the regulations of the corporation state
by specific reference to this division that the provisions of this division do
not apply to the corporation.

     (E) For purposes of this section, a director, in determining what he
reasonably believes to be in the best interests of the corporation, shall
consider the interests of the corporation's shareholders and, in his discretion,
may consider any of the following:

          (1) The interests of the corporation's employees, suppliers,
     creditors, and customers;

          (2) The economy of the state and nation;

          (3) Community and societal considerations;

          (4) The long-term as well as short-term interests of the corporation
     and its shareholders, including the possibility that these interests may be
     best served by the continued independence of the corporation.

     (F) Nothing contained in division (C) or (D) of this section affects the
duties of either of the following:

          (1) A director who acts in any capacity other than his capacity as a
     director;

          (2) A director of a corporation that does not have issued and
     outstanding shares that are listed on a national securities exchange or are
     regularly quoted in an over-the-counter market by one or more members of a
     national or affiliated securities association, who votes for or assents to
     any action taken by the directors of the corporation that, in connection
     with a change in control of the corporation, directly results in the holder
     or holders of a majority of the outstanding shares of the corporation
     receiving a greater consideration for their shares than other shareholders.

     Section 1701.95 of the Revised Code provides as follows:

          (A)(1) In addition to any other liabilities imposed by law upon
     directors of a corporation and except as provided in division (B) of this
     section, directors shall be jointly and severally liable to the corporation
     as provided in division (A)(2) of this section if they vote for or assent
     to any of the following:

               (a) The payment of a dividend or distribution, the making of a
          distribution of assets to shareholders, or the purchase or redemption
          of the corporation's own shares, contrary to law or the articles;

               (b) A distribution of assets to shareholders during the winding
          up of the affairs of the corporation, on dissolution or otherwise,
          without the payment of all known obligations of the corporation or
          without making adequate provision for their payment;

               (c) The making of a loan, other than in the usual course of
          business, to an officer, director, or shareholder of the corporation,
          other than in either of the following cases:

                    (i) In the case of a savings and loan association or of a
               corporation engaged in banking or in the making of loans
               generally;

                    (ii) At the time of the making of the loan, a majority of
               the disinterested directors of the corporation voted for the loan
               and, taking into account the terms and provisions of the loan and
               other relevant factors, determined that the making of the loan
               could reasonably be expected to benefit the corporation.

               (2)(a) In cases under division (A)(1)(a) of this section,
          directors shall be jointly and severally liable up to the amount of
          the dividend, distribution, or other payment, in excess of the amount
          that could have been paid or distributed without violation of law or
          the articles but not in excess of the amount that would inure to the
          benefit of the creditors of the corporation if it was insolvent at the
          time of the payment or distribution or there was reasonable ground to
          believe that by such action it would be rendered insolvent, plus the
          amount that was paid or distributed to holders of shares of any class
          in violation of the rights of holders of shares of any other class.

               (b) In cases under division (A)(1)(b) of this section, directors
          shall be jointly and severally liable to the extent that the
          obligations of the corporation that are not otherwise barred by
          statute are not paid or for the payment of which adequate provision
          has not been made.

               (c) In cases under division (A)(1)(c) of this section, directors
          shall be jointly and severally liable for the amount of the loan with
          interest on it at the rate specified in division (A) of section
          1343.03 of the Revised Code until the amount has been paid.

                  (B)(1) A director is not liable under division (A)(1) (a) or
         (b) of this section if, in determining the amount available for any
         dividend, purchase, redemption, or distribution to shareholders, the
         director in good faith relied on a financial statement of the
         corporation prepared by an officer or employee of the corporation in
         charge of its accounts or certified by a public accountant or firm of
         public accountants, or the director in good faith considered the assets
         to be of their book value, or the director followed what the director
         believed to be sound accounting and business practice.

                  (2) A director is not liable under division (A)(1)(c) of this
         section for making any loan to, or guaranteeing any loan to or other
         obligation of, an employee stock ownership plan, as defined in section
         4975(e)(7) of the Internal Revenue Code.

          (C) A director who is present at a meeting of the directors or a
     committee of the directors at which action on any matter is authorized or
     taken and who has not voted for or against the action shall be presumed to
     have voted for the action unless that director's written dissent from the
     action is filed, either during the meeting or within a reasonable time
     after the adjournment of the meeting, with the person acting as secretary
     of the meeting or with the secretary of the corporation.

          (D) A shareholder who knowingly receives any dividend, distribution,
     or payment made contrary to law or the articles shall be liable to the
     corporation for the amount received by that shareholder that is in excess
     of the amount that could have been paid or distributed without violation of
     law or the articles.

          (E) A director against whom a claim is asserted under or pursuant to
     this section and who is held liable on the claim shall be entitled to
     contribution, on equitable principles, from other directors who also are
     liable. In addition, any director against whom a claim is asserted under or
     pursuant to this section or who is held liable shall have a right of
     contribution from the shareholders who knowingly received any dividend,
     distribution, or payment made contrary to law or the articles, and those
     shareholders as among themselves shall also be entitled to contribution in
     proportion to the amounts received by them respectively.

          (F) No action shall be brought by or on behalf of a corporation upon a
     cause of action arising under division (A)(1) or (2) of this section after
     two years from the day on which the violation occurs.

          (G) Nothing contained in this section shall preclude any creditor
     whose claim is unpaid from exercising the rights that that creditor
     otherwise would have by law to enforce that creditor's claim against assets
     of the corporation paid or distributed to shareholders.

          (H) The failure of a corporation to observe corporate formalities
     relating to meetings of directors or shareholders in connection with the
     management of the corporation's affairs shall not be considered a factor
     tending to establish that the shareholders have personal liability for
     corporate obligations.

     Section 8 of Article III of the Company's Regulations provides as follows:

          Section 8. Indemnification of Directors and Officers. The Company
     shall indemnify each present and future Director and officer, his heirs,
     executors and administrators against all costs, expenses (including
     attorneys' fees), judgments, and liabilities, reasonably incurred by or
     imposed on him in connection with or arising out of any claim or any
     action, suit or proceeding, civil or criminal, in which he may be or become
     involved by reason of his being or having been a Director or officer of the
     Company, or of any of its subsidiary companies, or of any other company in
     which he served or serves as a Director or officer at the request of the
     Company, irrespective of whether or not he continues to be a Director or an
     officer at the time he incurs or becomes subjected to such costs, expenses
     (including attorneys' fees), judgments, and liabilities; but such
     indemnification shall not be operative with respect to any matter as to
     which in any such action, suit or proceeding he shall have been finally
     adjudged to have been derelict in the performance of his duties as such
     Director or officer. Such indemnification shall apply when the adjudication
     in such action, suit or proceeding is otherwise than on the merits and also
     shall apply when a settlement or compromise is effected, but in such cases
     indemnification shall be made only if the Board of Directors of the
     Company, acting at a meeting at which a majority of the quorum of the Board
     is unaffected by self interest, shall find that such Director or officer
     has not been derelict in the performance of his duty as such Director or
     officer with respect to the matter involved, and shall adopt a resolution
     to that effect and in cases of settlement or compromise shall also approve
     the same; in cases of settlement or compromise such indemnification shall
     not include reimbursement of any amounts which by the terms of the
     settlement or compromise are paid or payable to the Company itself by the
     Director or officer (or in the case of a Director or officer of a
     subsidiary or another company in which such Director or officer is serving
     at the request of the Company any amounts paid or payable by such Director
     or officer to such company). If the Board of Directors as herein provided
     refuses or fails to act or is unable to act due to the self interest of
     some or all of its members, the Company at its expense shall obtain the
     opinion of counsel and indemnification shall be had only if it is the
     opinion of such counsel that the Director or officer has not been derelict
     in the performance of his duties as such Director or officer with respect
     to the matter involved.

          The right of indemnification provided for in this section shall not be
     exclusive of other rights to which any Director or officer may be entitled
     as a matter of law and such rights, if any, shall also inure to the benefit
     of the heirs, executors or administrators of any such Director or officer.

     The Company's Directors, officers and certain other key employees of the
Company are insured by directors and officers liability insurance policies. The
Company pays the premiums for this insurance. The Company's basic directors and
officers liability insurance provides coverage up to an annual aggregate
liability limitation of $25,000,000. The Company has also contracted for excess
directors and officers liability insurance coverage with an annual aggregate
liability limitation of $125,000,000.

     The Company's Directors, officers and certain other key employees of
the Company are insured against liabilities arising under the Employee
Retirement Income Security Act of 1974 and certain other liabilities by
fiduciary responsibility insurance with an annual aggregate liability limitation
of $30,000,000.

ITEM 8.  EXHIBITS

Exhibit No.                     Description
-----------                     -----------

 *(4)(i)(a)   -- Amended Articles of Incorporation
**(4)(i)(b)   -- Regulations
  (5)         -- Opinion of Counsel
  (23)(a)     -- Consent of Deloitte & Touche LLP.
  (23)(b)     -- Consent of Terry L. Overbey, Esq. is contained in his opinion
                 filed as Exhibit (5)
---------------
 *     Incorporated by reference to the Company's 8-K filed on October 15,
       1997.
**     Incorporated by reference to Exhibit (3-2) of the Company's Annual Report
       on Form 10-K for the fiscal year ended June 30, 1993.

Item 9.  UNDERTAKINGS

          (a) The undersigned registrant hereby undertakes: (1)to file, during
     any period in which offers or sales are being made, a post-effective
     amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective registration
          statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed with
     or furnished to the Commission by the registrant pursuant to section 13 or
     section 15(d) of the Securities Exchange Act of 1934 that are incorporated
     by reference in the registration statement;

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof; and

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering; and

          (b) The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the registrant's annual report pursuant to section 13(a) or section 15(d)
     of the Securities Exchange Act of 1934 that is incorporated by reference in
     the registration statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

          (h) Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant pursuant to the foregoing provisions,
     or otherwise, the registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                                   SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cincinnati, State of Ohio, on October 14, 1997.

THE PROCTER & GAMBLE COMPANY

By /S/JOHN E. PEPPER
   ------------------------
John E. Pepper
Chairman of the Board and Chief Executive

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 14, 1997.

     Signature                                        Title

/S/JOHN E. PEPPER
--------------------                 Chairman of the Board and Chief Executive
John E. Pepper                       and Director

/S/ERIK G. NELSON
--------------------                 Senior Vice President (Chief Financial
Erik G. Nelson                       Officer)

/S/DAVID R. WALKER
--------------------                 Vice President and Comptroller
David R. Walker

/S/EDWIN L. ARTZT
--------------------
Edwin L. Artzt                       Director

/S/NORMAN R. AUGUSTINE
--------------------
Norman R. Augustine                  Director

/S/DONALD R. BEALL
--------------------
Donald R. Beall                      Director

/S/GORDON F. BRUNNER
--------------------
Gordon F. Brunner                    Director

/S/RICHARD B. CHENEY
--------------------
Richard B. Cheney                    Director

/S/HARALD EINSMANN
--------------------
Harald Einsmann                      Director

/S/RICHARD J. FERRIS
--------------------
Richard J. Ferris                    Director

/S/JOSEPH T. GORMAN
--------------------
Joseph T. Gorman                     Director

/S/DURK I. JAGER
--------------------
Durk I. Jager                        Director

--------------------
Charles R. Lee                       Director

/S/LYNN M. MARTIN
-------------------
Lynn M. Martin                       Director

/S/JOHN C. SAWHILL
-------------------
John C. Sawhill                      Director

/S/JOHN F. SMITH, JR.
-------------------
John F. Smith, Jr.                   Director

/S/RALPH SNYDERMAN
-------------------
Ralph Snyderman                      Director

/S/ROBERT D. STOREY
-------------------
Robert D. Storey                     Director

/S/MARINA V. N. WHITMAN
-------------------
Marina v. N. Whitman                 Director

                                  EXHIBIT INDEX

Exhibit No.                    Description
-----------                    -----------

 *(4)(i)(a)   -- Amended Articles of Incorporation
**(4)(i)(b)   -- Regulations
  (5)         -- Opinion of Counsel
  (23)(a)     -- Consent of Deloitte & Touche LLP.
  (23)(b)     -- Consent of Terry L. Overbey, Esq. is contained in his opinion
                 filed as Exhibit (5)
---------------
 *     Incorporated by reference to the Company's 8-K filed on October 15,
       1997.
**     Incorporated by reference to Exhibit (3-2) of the Company's Annual Report
       on Form 10-K for the fiscal year ended June 30, 1993.