Registration No.

                       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)

                          GIORGIO EMPLOYEE SAVINGS 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 share(1)   price(1)             fee
------------------------------------------------------------------------------
Common Stock    150,000       $96.50         $14,475,000       $4,386.36
(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 on the New York Stock Exchange on October
         15, 1996.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit
         plan(s) described herein.







                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed 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, 1996 (which incorporates by reference portions
                  of the Company's definitive Proxy Statement dated August 30,
                  1996 for the Company's Annual Meeting of Shareholders held on
                  October 8, 1996 and portions of its Annual Report to
                  Shareholders for the year ended June 30, 1996).

         2.       The Annual Report of the Giorgio Employee Savings Plan (the
                  "Plan") on Form 11-K for the year ended December 31, 1995.

         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, 1996 and the Plan's Annual Report on Form 11-K for the year ended December
31, 1995 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports which are incorporated herein by reference, and have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.


Item 4.  DESCRIPTION OF CAPITAL STOCK

         The Company's Amended Articles of Incorporation (the "Amended Articles
of Incorporation") authorize the issuance of 2,000,000,000 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 $2.03 per year and a liquidation price of $27.50
per share (as adjusted for the stock splits on October 20, 1989 and May 15,
1992), 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
$4.12 per year and a liquidation price of $52.24 per share, (as adjusted for the
stock split on May 15, 1992) 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, 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 in any such case 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 set
                  forth in 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, he 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
         he in good faith considered the assets to be of their book value, or he
         followed what he 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 his 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 him that is in
         excess of the amount which 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 such 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 any cause of action arising under division (A)(1)(a)
         or (b) of this section at any time 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 such rights as he
         otherwise would have by law to enforce his 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)        -- Consent of Deloitte & Touche LLP.
---------------
 *     Incorporated by reference to Exhibit (3-1) of the Company's Annual Report
       on Form 10-K for the fiscal year ended June 30, 1993.
**     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

         The undersigned registrant hereby undertakes:

                  (a)(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) 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 (and, where applicable, each filing of an employee benefit
         plan's annual report pursuant to 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.

         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 8, 1996.

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 8, 1996.

      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/EDWIN H. EATON, JR.
----------------------               Vice President and Comptroller
Edwin H. Eaton, Jr.



/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




--------------------
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



/s/CHARLES R. LEE
--------------------
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



         THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
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 8, 1996.

Giorgio Employee Savings Plan



/s/JOHN R. SMITH
-----------------------
John R. Smith
Member, Benefits Committee








                                  EXHIBIT INDEX


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


 *(4)(i)(a)   -- Amended Articles of Incorporation
**(4)(i)(b)   -- Regulations
  (5)         -- Opinion of Counsel
  (23)        -- Consent of Deloitte & Touche LLP.
---------------
 *     Incorporated by reference to Exhibit (3-1) of the Company's Annual Report
       on Form 10-K for the fiscal year ended June 30, 1993.
**     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": 53140}]
{"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": "333-14387", "film-number": "96645162"}, "business-address": {"street1": "ONE PROCTER & GAMBLE PLZ", "city": "CINCINNATI", "state": "OH", "zip": "45202", "phone": "5139831100"}}
Registration No.

                       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)

                          GIORGIO EMPLOYEE SAVINGS 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 share(1)   price(1)             fee
------------------------------------------------------------------------------
Common Stock    150,000       $96.50         $14,475,000       $4,386.36
(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 on the New York Stock Exchange on October
         15, 1996.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit
         plan(s) described herein.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed 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, 1996 (which incorporates by reference portions
                  of the Company's definitive Proxy Statement dated August 30,
                  1996 for the Company's Annual Meeting of Shareholders held on
                  October 8, 1996 and portions of its Annual Report to
                  Shareholders for the year ended June 30, 1996).

         2.       The Annual Report of the Giorgio Employee Savings Plan (the
                  "Plan") on Form 11-K for the year ended December 31, 1995.

         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, 1996 and the Plan's Annual Report on Form 11-K for the year ended December
31, 1995 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports which are incorporated herein by reference, and have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

Item 4.  DESCRIPTION OF CAPITAL STOCK

         The Company's Amended Articles of Incorporation (the "Amended Articles
of Incorporation") authorize the issuance of 2,000,000,000 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 $2.03 per year and a liquidation price of $27.50
per share (as adjusted for the stock splits on October 20, 1989 and May 15,
1992), 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
$4.12 per year and a liquidation price of $52.24 per share, (as adjusted for the
stock split on May 15, 1992) 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, 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 in any such case 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 set
                  forth in 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, he 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
         he in good faith considered the assets to be of their book value, or he
         followed what he 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 his 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 him that is in
         excess of the amount which 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 such 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 any cause of action arising under division (A)(1)(a)
         or (b) of this section at any time 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 such rights as he
         otherwise would have by law to enforce his 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)        -- Consent of Deloitte & Touche LLP.
---------------
 *     Incorporated by reference to Exhibit (3-1) of the Company's Annual Report
       on Form 10-K for the fiscal year ended June 30, 1993.
**     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

         The undersigned registrant hereby undertakes:

                  (a)(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) 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 (and, where applicable, each filing of an employee benefit
         plan's annual report pursuant to 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.

         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 8, 1996.

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 8, 1996.

      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/EDWIN H. EATON, JR.
----------------------               Vice President and Comptroller
Edwin H. Eaton, Jr.

/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

--------------------
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

/s/CHARLES R. LEE
--------------------
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

         THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
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 8, 1996.

Giorgio Employee Savings Plan

/s/JOHN R. SMITH
-----------------------
John R. Smith
Member, Benefits Committee

                                  EXHIBIT INDEX

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

 *(4)(i)(a)   -- Amended Articles of Incorporation
**(4)(i)(b)   -- Regulations
  (5)         -- Opinion of Counsel
  (23)        -- Consent of Deloitte & Touche LLP.
---------------
 *     Incorporated by reference to Exhibit (3-1) of the Company's Annual Report
       on Form 10-K for the fiscal year ended June 30, 1993.
**     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.