
                              Exhibit (99.6)
                              --------------
                 Fiduciary Responsibility Insurance Policy


PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY


To be attached to and form part of:  THE PROCTER & GAMBLE COMPANY

     Policy No:     68 FF 100827733 BCA
     Issued to:     THE PROCTER & GAMBLE COMPANY

It is agreed that:

1.   Section IV OTHER DEFINITIONS (3)(a) is amended by adding the
     following, "except for civil penalties resulting from Section 502(l)
     of the Employee Retirement Income Security Act of 1974."

2.   This extension of coverage shall be a part of and not in addition to
     the "Annual Aggregate Limit of Liability" available for settlement or
     adjudication of such claim.  Payment under this endorsement is limited
     to 20% of the settlement or adjudicated amount and shall not, in the
     aggregate, exceed 20% of the "Annual Aggregate Limit of Liability."

3.   Nothing contained herein shall vary, alter, or extend any of the
     terms, conditions, and limitations of the Policy except as stated
     above.

This endorsement forms a part of the policy to which attached, effective on
the inception date of the policy unless otherwise stated herein.

Endorsement No.
Policy No.

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

Complete Only When This Endorsement Is Not Prepared With The Policy Or Is
Not To Be Effective With The Policy.

Issued to (Designated Trust or Plan)
Effective Date of This endorsement


                              AETNA CASUALTY AND SURETY COMPANY

                              By /s/ROBERT D. LANG
                                 Authorized Representative

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

SECTION 502(l) ENDORSEMENT

For use with Aetna C & S Fiduciary
Responsibility Insurance Policy.



RENEWAL CERTIFICATE                XX The Aetna Casualty and Surety Company
FIDUCIARY RESPONSIBILITY              Hartford, Connecticut  06156
INSURANCE POLICY F-1191
                                      The Standard Fire Insurance Company
                                      Hartford, Connecticut  06156

DESIGNATED TRUST OR PLAN                POLICY NUMBER
THE PROCTER & GAMBLE COMPANY PROFIT     68 FF 100827733 BCA
SHARING TRUST; etal                     POLICY PERIOD
                                        FROM JUNE 30, 1994 TO JUNE 30, 1995

RENEWAL PREMIUM
$139,100.00
--------------
PREMIUM PAYABLE

CURRENT                       EACH ANNIVERSARY
$139,100.00                   $N/A


In consideration of the stated renewal premium, the policy is renewed for
the Policy Period indicated.

     The premium for this policy has been paid by the Designated Trust or
Plan.  The Company has the right of recourse pursuant to Condition (10).
Endorsement (F-1280) is attached to eliminate recourse.

Premium for elimination of recourse: $N/A (included in stated renewal
premium)

Payable        In Advance        Each Installment

Endorsements made a part of this policy at renewal (Designated by
Endorsement Number)


/s/RONALD E. COMPTON
Chairman and President        Countersigned by: /s/ROBERT D. LANG



RENEWAL CERTIFICATE                XX The Aetna Casualty and Surety Company
FIDUCIARY RESPONSIBILITY              Hartford, Connecticut  06156
INSURANCE POLICY F-1191
                                      The Standard Fire Insurance Company
                                      Hartford, Connecticut  06156

DESIGNATED TRUST OR PLAN                POLICY NUMBER
THE PROCTER & GAMBLE COMPANY PROFIT     068 FF 100827733 BCA
SHARING TRUST; etal                     POLICY PERIOD
                                        FROM 6/30/95 TO 6/30/96

RENEWAL PREMIUM
$145,000.00
--------------
PREMIUM PAYABLE

CURRENT                       EACH ANNIVERSARY
$145,000.00                   $N/A


In consideration of the stated renewal premium, the policy is renewed for
the Policy Period indicated.

     The premium for this policy has been paid by the Designated Trust or
Plan.  The Company has the right of recourse pursuant to Condition (10).
Endorsement (F-1280) is attached to eliminate recourse.

Premium for elimination of recourse: $N/A (included in stated renewal
premium)

Payable        In Advance        Each Installment

Endorsements made a part of this policy at renewal (Designated by
Endorsement Number)


F-1197

/s/RONALD E. COMPTON
Chairman and President        Countersigned by: /s/ROBERT D. LANG



It is agreed that as of the effective date hereof the policy is amended or
cancelled as indicated by X.

                           X  CHANGE ENDORSEMENT


(Do not use this form to change Policy Effective/Expiry Dates or Policy
Number.)

1.   Name of Designated Trust or Plan form             to

2.   Mailing Address

3. X Insurance Representative - Name is hereby change to: H. L. Maxson

4.   Add designated Trust or Plan

5.   Add Designated Fiduciary

     Delete Designated Fiduciary

6.   Other


                        MIDTERM CANCELLATION NOTICE
                                     
7.   Cancellation by Insured, effective

8.   You are hereby notified that this Company elects to cancel this
     policy, effective         , in accordance with the terms of said
     policy.

This endorsement, issued by one of the below named companies, forms a part
of the policy to which attached.

Endorsement effective 6/30/95 Premium for elimination  Document Premium
                                   of recourse
                                 (if applicable)
Designated Trust or Plan

  The Procter & Gamble Company     In Adv.   $         In Adv.      $
   Profit Sharing Trust, et al     1st Anniv. $        1st Anniv.   $
                                   2nd Anniv. $        2nd Anniv.   $
                                             Total Document Premium  $
Policy No. 068 FF 100827733 BCA         Additional Premium   Return Premium

Endorsement No.

THE AETNA CASUALTY AND SURETY COMPANY   Countersigned by /s/ROBERT D. LANG
THE STANDARD FIRE INSURANCE COMPANY          (Authorized Representative)
  Hartford, Connecticut 06156




                         Pension and Welfare Fund
             Fiduciary Responsibility Insurance Declarations


1.   Designated Trust or Plan                          Policy Number

     The Procter & Gamble Company                      68 FF 100827733 BCA
          Profit Sharing Trust; etal

2.   Mailing Address

     One Procter & Gamble Plaza, Cincinnati, Ohio 45202

3.   Policy Period

     From 6/30/93 to 6/30/94 12:01 a.m.
     Standard Time at the Mailing Address Stated in Item 2.

4.   Annual Aggregate Limit of Liability

     Aetna Casualty and Surety Company $20,000,000 part of $30,000,000

     Celtic Insurance Company          $10,000,000 part of $30,000,000

5.   Insurance Representative                     6.   Premium for the
                                                       Policy Period
                                                       $139,100
     Gerald L. Leighton                                Premium Payable to
                                      The Aetna Casualty and Surety Company

7.   Endorsements made a part of the policy (Designated by Endorsement
     Number)

     F-1282, F-1274, F-1401, F-1400, Deductible Endorsement, Impairment of
     Assets Endorsement, Pollution Exclusion Endorsement, Special
     Endorsement #1



                                   Countersigned by /s/ROBERT D. LANG





            PENSION AND WELFARE FUND FIDUCIARY RESPONSIBILITY
                             INSURANCE POLICY
                       THIS IS A CLAIMS MADE POLICY


IN CONSIDERATION of the payment of the premium stated in the Declarations
and subject to all of the terms, conditions, and limitations of this
Policy, the Company agrees as follows:

I.     INSURING AGREEMENT.

       The Company will pay on behalf of the INSURED all sums which the
       INSURED shall become legally obligated to pay as DAMAGES on account
       of any claim made against the INSURED for any WRONGFUL ACT and the
       Company shall have the right and duty to defend such claim against
       the INSURED seeking such DAMAGES, even if any of the allegations of
       the claim are groundless, false or fraudulent, and may make such
       investigation and settlement of any claim as it deems expedient,
       but the Company shall not be obligated to pay any claim or judgment
       or to defend any suit after the applicable limit of the Company's
       liability has been exhausted by payment of judgments or
       settlements.

II.    EXCLUSIONS.

       This insurance does not apply to any claim:

       (1) Arising out of any dishonest, fraudulent or criminal act, or
       willful or reckless violation of any statute, but this exclusion
       does not apply to a claim upon which suit may be brought by reason
       of any alleged dishonesty on the part of the INSURED, unless:

            (a) A judgment or other final adjudication thereof adverse to
            the INSURED shall establish that acts of active deliberate
            dishonesty committed by the INSURED was material to the cause
            of action so adjudicated or

            (b) The claim is a claim by or on behalf of a fidelity insurer
            against a natural person whose dishonesty has resulted in a
            loss which has been paid under a fidelity bond.

       (2) Arising out of libel or slander;

       (3) Arising out of bodily injury, sickness, disease or death, or
       loss of, injury to, destruction of, or loss of use of, any tangible
       property, including loss of currency, coins, bank notes, bullion,
       travelers checks, register checks, money orders, and all negotiable
       and non-negotiable instruments or contracts representing money;

       (4) Arising out of the INSURED'S failure to comply with any law
       concerning Workers' Compensation, Unemployment Insurance, Social
       Security or Disability Benefits, or any similar law;

       (5) Arising out of the failure to procure or maintain adequate
       insurance or bonds on assets or property of the Trust or Employee
       Benefit Plan designated in the Declarations;

       (6) Arising out of liability of others assumed by the INSURED under
       any contract or agreement, either oral or written, except in
       accordance with the Agreement and Declaration of Trust;

       (7) Arising out of the INSURED gaining in fact any personal profit
       or advantage to which such INSURED was not legally entitled or for
       the return by the INSURED of any remuneration paid in fact to such
       INSURED if payment of such remuneration shall be held by the courts
       to have been in violation of law;

       (8) For the failure to collect contributions owed to the Trust or
       Employee Benefit Plan described in the Declarations from employers
       unless such failure is due to the negligence of the INSURED or for
       the return of any contributions to an employer if such amounts are
       or could be chargeable to the Trust or Employee Benefit Plan, but
       this exclusion shall not apply to the Company's obligation to
       defend such claim nor pay the costs and expenses thereof.

III.   DEFINITION OF INSURED.

       Each of the following is an INSURED to the extent set forth below:

       (1) The Trust or Employee Benefit Plan designated in the
       Declarations and any additional Trust or Employee Benefit Plan
       created during the policy period by the sole sponsor referred to in
       Item (2) below, or by any interest owned or controlled by said sole
       sponsor, provided written notice of such is given to the Company
       within 90 days.

       (2) An employer who is the sole sponsor of such Trust or Employee
       Benefit Plan.

       (3) Any natural person who at any time holds or shall have held the
       position of:

            (a) Trustee of such Trust or Employee Benefit Plan.

            (b) Director, officer or employee of such Trust or Employee
            Benefit Plan or of such sole sponsor employer.

       (4) Any other person or organization designated in the Declarations
       as a Fiduciary.

       (5) Any other Trust or Employee Benefit Plan of any firm hereafter
       acquired through consolidation, merger or takeover by the sole
       sponsor or by any interest owned or controlled by said sole
       sponsor, provided:

            (a) Written notice of such acquisition is given to the Company
            within 90 days of the effective date of such acquisition, and

            (b) The INSURED pays the Company an additional premium computed
            pro-rata from the date of such acquisition to the end of the
            Policy Period, and

            (c) That specific Application on the Company's form in use at
            the time of acquisition is made to the Company as soon as
            practicable after the aforesaid notice is given.

       The insurance applies separately to each INSURED against whom claim
       is made or suit is brought except with respect to the application
       of the limits of liability, and it shall also apply to the estates,
       heirs and personal representatives of persons INSURED hereunder.

IV.    OTHER DEFINITIONS.

       (1) "WRONGFUL ACT" means a breach of fiduciary duty by the INSURED
       in the discharge of duties as respects the Trust or Employee
       Benefit Plan designated in the Declarations; the term includes any
       negligent act, error or omission of the INSURED in the
       "ADMINISTRATION" of "EMPLOYEE BENEFITS".

       "ADMINISTRATION" as used herein shall mean:

            (a) Giving counsel to employees with respect to EMPLOYEE
            BENEFITS;

            (b) Interpreting EMPLOYEE BENEFITS;

            (c) Handling records in connection with EMPLOYEE BENEFITS;

            (d) Effecting enrollment, termination or cancellation of
            employees under an EMPLOYEE BENEFITS program.

       "EMPLOYEE BENEFITS" as used herein shall mean the Trust or Employee
       Benefit Plan designated in the Declarations, Workers' Compensation
       Insurance, Unemployment Insurance, Social Security or Disability
       Benefits.

       (2) "INSURANCE REPRESENTATIVE" means the person designated in the
       Declarations as the exclusive agent to act on behalf of the
       INSUREDS, individually or collectively, in all matters relating to
       insurance under this policy.

       (3) "DAMAGES" shall mean sums of money payable as compensation for
       loss or in discharge of an obligation of an INSURED to make good a
       shortage in the INSURED Trust or Employee Benefit Plan.  The word
       "DAMAGES" shall not include:

            (a) Fines, penalties, taxes or punitive or exemplary damage.

            (b) Benefits due or to become due under the terms of the Trust
            or Plan, unless and to the extent that recovery for such
            benefits is based upon a WRONGFUL ACT and is payable as a
            personal obligation of an INSURED.

V.     POLICY PERIOD: TERRITORY.

       This insurance applies only to claims first made during the policy
       period described in the Declarations within the United States of
       America, its territories or possessions or Canada; provided the
       INSURED at the effective date of this insurance had no knowledge of
       or could not have reasonably foreseen any circumstances which might
       result in such claim.

VI.    LIMITS OF LIABILITY.

       Regardless of the number of persons or organizations bringing claims
       or suits against the INSURED and regardless of the number of
       persons or organizations INSURED hereunder, the total limit of the
       Company's liability to pay DAMAGES because of all claims made
       against the INSURED during any single policy year shall not exceed
       the amount shown in the Declarations as "Annual Aggregate Limit of
       Liability", regardless of time of payment.

       If the policy period described in the Declarations is for a term of
       more than one year, said "Annual Aggregate Limit of Liability"
       shall apply separately to each consecutive annual period.

VII.   CLAIMS MADE EXTENSION CLAUSE.

       If, during the policy period hereof, the INSURED shall first become
       aware of any WRONGFUL ACT which may subsequently give rise to a
       claim against any INSURED and shall during the policy period hereof
       give written notice to the Company of such WRONGFUL ACT, then any
       such claim which is subsequently made against the INSURED arising
       out of such WRONGFUL ACT shall for the purposes of this policy be
       deemed to have been first made against the INSURED during the
       policy period.

VIII.  SUPPLEMENTARY PAYMENTS.

       The Company will pay in addition to the limits of liability shown in
       the Declarations all costs, charges and expenses incurred by the
       Company in the investigation, settlement, defense and negotiation
       of any claim coming within the terms of this insurance, but, in the
       event of any judgment in excess of the amount of the aggregate
       limit available under this policy, the Company's liability for the
       costs and expenses incurred by it or with its consent shall be such
       proportion thereof as the amount of the aggregate limit available
       under this policy bears to the amount paid to dispose of the claim.
       In no event shall the Company be obligated to pay any claim or
       judgment or to defend or continue the defense of any suit after the
       aggregate limit of the Company's liability has been exhausted by
       payment of judgments or settlements.

       The Company will pay in addition to the Limits of Liability shown in
       the Declarations reasonable expenses incurred by the INSURED at the
       Company's request.

IX.    CONSENT TO SETTLE.

       The Company may, with the written consent of the INSURED, make such
       settlement or such compromise of any claim or suit as the Company
       deems expedient, and if the INSURED shall refuse to consent to the
       settlement of any claim or suit recommended by the Company, based
       upon a judgment or a bonafide offer of settlement, the INSURED
       shall thereafter negotiate or defend such claim or suit
       independently of the Company and on said INSURED'S own behalf, and
       in such event the DAMAGES and expenses accruing or determined
       through litigation or otherwise in excess of the amount for which
       settlement could have been made as so recommended by the Company
       shall not be recoverable under this policy.

X.     EXTENSION CLAUSE.

       It is agreed that at any time prior to termination or cancellation
       of this policy as an entirety, whether by the INSURED or by the
       Company, the INSURED may give to the Company notice that it desires
       to be INSURED for an additional period of twelve (12) months after
       the effective date of termination or cancellation, at an additional
       premium of 25% of the premium hereunder, for claims made against
       the INSURED during the said twelve (12) month period by reason of a
       WRONGFUL ACT committed or alleged to have been committed prior to
       the effective date of termination or cancellation and which would
       be otherwise INSURED by this policy, subject to the following
       provisions:

            (a) Such additional period shall be deemed part of the policy
            period and not an addition thereto;

            (b) Such additional period of time shall terminate forthwith on
            the effective date of any other insurance obtained by the
            INSURED or its successors in business, replacing in whole or
            in part the insurance afforded by this policy.  Where such
            other policy provides no coverage for loss sustained prior to
            its effective date, it shall not be deemed to be a replacement
            of this policy.

                 If the policy period described in the Declarations is for
            a term of more than one year, the maximum premium for this
            extension shall be 25% of the equivalent annual premium.

XI.    CONDITIONS.

       (1) INSUREDS DUTIES IN THE EVENT OF OCCURRENCE, CLAIM OR SUIT.

       It is a condition precedent to the application of all insurance
       afforded herein that:

            (a) In the event the INSURED shall first become aware of any
            claim or allegation of a WRONGFUL ACT, or any occurrence which
            might reasonably give rise to such claim or allegation of a
            WRONGFUL ACT, written notice containing particulars sufficient
            to identify the INSURED and any claimant and also reasonably
            obtainable information with respect to the time, place and
            circumstances thereof, and the names and addresses of the
            injured parties and of available witnesses, shall be given by
            or for the INSURED to the Company or any of its authorized
            agents as soon as practicable;

            (b) If claim is made or suit is brought against an INSURED, the
            INSURED or INSURANCE REPRESENTATIVE shall immediately forward
            to the Company every demand, notice, summons or other process
            received;

            (c) The INSURED shall cooperate with the Company and, upon the
            Company's request, assist in making settlements, in the
            conduct of suits and in enforcing any right of contribution or
            indemnity against any person or organization who may be liable
            to the INSURED because of an act with respect to which
            insurance is afforded under this policy; and the INSURED shall
            attend hearings and trials and assist in securing and giving
            evidence and obtaining the attendance of witnesses.  The
            INSURED shall not voluntarily assume or admit any liability,
            nor, except at said INSURED'S own cost, voluntarily make any
            payment, assume any obligations or incur any expense without
            the Company's prior written consent.

       (2) ACTION AGAINST THE COMPANY.

       No action shall lie against the Company unless, as a condition
       precedent thereto, there shall have been full compliance with all
       of the terms of this policy, nor until the amount of the INSURED'S
       obligation to pay shall have been finally determined either by
       judgment against the INSURED after actual trial or by written
       agreement of the INSURED, the claimant and the Company.

       Any person or organization or the legal representative thereof who
       has secured such judgment or written agreement shall thereafter be
       entitled to recover under this policy to the extent of the
       insurance afforded by this policy.  No person or organization shall
       have any right under this policy to join the Company as a party to
       any action against the INSURED to determine the INSURED'S liability
       nor shall the Company be impleaded by the INSURED or said INSURED'S
       legal representative.  Bankruptcy or insolvency of the INSURED or
       of the INSURED'S estate shall not relieve the Company of any of its
       obligations hereunder.

       (3) OTHER INSURANCE.

       This insurance shall apply only as excess insurance over any other
       valid and collectible insurance available to the INSURED.

       (4) SUBROGATION.

       In the event of any payment under this policy, the Company shall be
       subrogated to all the INSURED'S rights of recovery therefor against
       any person or organization and the INSURED shall execute and
       deliver instruments and papers and do whatever else is necessary to
       secure such rights.  The INSURED shall do nothing after loss to
       prejudice such rights.

       (5) CHANGES.

       Notice to any agent or knowledge possessed by any agent or by any
       other person shall not effect a waiver or a change in any part of
       this policy or estop the Company from asserting any right under the
       terms of this policy, nor shall the terms of this policy be waived
       or changed, except by endorsement issued to form a part of this
       policy.

       (6) ASSIGNMENT.

       Assignment of interest under this policy shall not bind the Company
       until its consent is endorsed hereon; if, however, the INSURED
       shall become incompetent or die, such insurance as is afforded by
       this policy shall apply to the INSURED'S legal representative as an
       INSURED, but only while acting within the scope of said INSURED'S
       duties as such.

       (7) CANCELLATION.

       This policy may be cancelled on behalf of the INSUREDS at any time
       by written notice to the Company.  This policy may also be
       cancelled on behalf of the Company by mailing to the INSURANCE
       REPRESENTATIVE at the address of the Trust or Plan shown in the
       Declarations, written notice stating when, not less than thirty
       (30) days thereafter, the cancellation shall become effective.  The
       mailing of such notice shall be sufficient proof of notice, and
       this policy shall terminate at the date and hour specified in such
       notice.

       If this policy shall be cancelled by the INSUREDS the Company shall
       retain the customary short rate proportion of the premium hereon.

       If this policy shall be cancelled by or on behalf of the Company,
       the Company shall retain the pro-rata proportion of the premium
       hereon.  Payment or tender of any unearned premium by the Company
       shall not be a condition precedent to the effectiveness of
       cancellation, but such payment shall be made as soon as
       practicable.

       (8)  DECLARATIONS.

       By acceptance of this policy, each INSURED agrees that the
       statements in the Application attached to this policy are said
       INSURED'S agreements and representations, that this policy is
       issued in reliance upon the truth of such representations and that
       this policy embodies all agreements existing between said INSURED
       and the Company or any of its agents relating to this insurance.

       (9)  AUTHORIZATION.

       By acceptance of this policy, the INSURANCE REPRESENTATIVE agrees to
       act on behalf of all INSUREDS with respect to the payment of
       premiums and the receiving of any return premiums that may become
       due under this policy, and the receiving of all notices of
       cancellation, non-renewal or change of coverages and the INSUREDS
       agree that they have, individually and collectively, delegated this
       authority exclusively to the INSURANCE REPRESENTATIVE.  Nothing
       herein shall relieve each INSURED from giving any notice to the
       Company that is required under Condition (1) of the policy.

       (10) RECOURSE.

       In the event that an INSURED breaches any fiduciary obligation
       imposed by the Employee Retirement Income Security Act of 1974, as
       it may be amended from time to time, it is agreed that the Company
       has the right of recourse against any such INSURED for any amount
       paid by the Company on account of such a breach of fiduciary
       obligation, but the Company shall have no such right of recourse if
       this policy has been purchased by an Employer or by an Employee
       organization.

       (11) LIBERALIZATION CLAUSE.

       If during the period that insurance is in force under this policy,
       or within 45 days prior to the inception date thereof, on behalf of
       the Company there be adopted, or filed with and approved or
       accepted by the insurance supervisory authorities, all in
       conformity with law, any changes in the form attached to this
       policy by which this form of insurance could be extended or
       broadened without increased premium charge by endorsement or
       substitution of form, then such extended or broadened insurance
       shall inure to the benefit of the INSURED hereunder as though such
       endorsement or substitution of form had been made.

       IN WITNESS WHEREOF, the Company has caused this policy to be signed
by its President and a Secretary at Hartford, Connecticut, and
countersigned on the Declarations page by a duly authorized agent of the
Company.


/s/LOUISE L. MCCORMICK                       /s/RONALD E. COMPTON
Secretary                                    President



                         PENSION AND WELFARE FUND
                FIDUCIARY RESPONSIBILITY INSURANCE POLICY
           OMNIBUS NAME OF DESIGNATED TRUST OR PLAN ENDORSEMENT
       (To be attached to and form part of Pension and Welfare Fund
                Fiduciary Responsibility Insurance Policy)


It is agreed that:

1.     From and after the time this endorsement becomes effective, the Name
       of Designated Trust or Plan referred to in Item 1. of the
       Declarations is:

       Any Employee Benefit Plan sponsored by the employer listed in Item
       2., below, or jointly-sponsored by said employer and a labor
       organization, for the exclusive benefit of the employees of said
       employer; subject, however, to the notice requirement set forth in
       Section III (5) DEFINITION OF INSURED.

2.     Name of employer:  The Procter & Gamble Company



This endorsement, issued by one of the below named companies, forms a part
of the policy to which attached, effective on the inception date of the
policy unless otherwise stated herein.

 (The information below is required only when this endorsement is issued
                subsequent to preparation of the policy.)

Endorsement effective 6-30-93   Policy No. 68 FF 100827733 BCA
                              Endorsement No.


Name of Designated Trust or Plan
The Procter & Gamble Company Profit Sharing Trust; etal


                           Countersigned by   /s/ROBERT D. LANG
                                             (Authorized Representative)

The Aetna Casualty and Surety Company
The Standard Fire Insurance Company
       Hartford, Connecticut 06156



                        PENSION AND WELFARE FUND
                FIDUCIARY RESPONSIBILITY INSURANCE POLICY
                    CONTINUITY OF COVERAGE ENDORSEMENT


It is agreed that the policy is amended as follows:

1.     By deleting Section V. POLICY PERIOD: TERRITORY. and substituting in
       lieu thereof the following:

       V. POLICY PERIOD: TERRITORY.

       This insurance applies only to claims first made during the policy
       period described in the Declarations within the United States of
       America, its territories or possessions or Canada; provided the
       INSURED at the effective date of this insurance, or at the time the
       INSURED first purchased PRIOR SIMILAR COVERAGE, had no knowledge of
       or could not have reasonably foreseen any circumstances which might
       result in such claim; but this insurance shall not apply to claims
       arising out of any WRONGFUL ACT of which the INSURED became aware
       while such PRIOR SIMILAR COVERAGE was in effect and which was
       reported to the company which provided such PRIOR SIMILAR COVERAGE.

2.     By adding to Section IV. OTHER DEFINITIONS. the following new
       definition:

       (4) "PRIOR SIMILAR COVERAGE" shall mean insurance which provides in
       whole or in part the insurance afforded by this policy which the
       INSURED has maintained on an uninterrupted basis until the
       effective date of this policy.



This endorsement forms a part of the policy to which attached, effective on
the inception date of the policy unless otherwise stated herein.

 (The information below is required only when this endorsement is issued
                subsequent to preparation of the policy.)

Endorsement effective 6-30-93 Policy No. 66 FF 100827733 BCA
                                                       Endorsement No.


Name of Designated Trust or Plan
The Procter & Gamble Company Profit Sharing Trust; etal


The Aetna Casualty and Surety Company
Hartford, Connecticut 06156


                           Countersigned by   /s/ROBERT D. LANG
                                             (Authorized Representative)




                         PENSION AND WELFARE FUND
                FIDUCIARY RESPONSIBILITY INSURANCE POLICY
                             ENDORSEMENT FR-1


It is agreed that the policy is amended as follows:

1.     By deleting paragraph (1) of Section II. EXCLUSIONS and substituting
       the following therefor:

       (1) Arising out of any dishonest, fraudulent or criminal act, or
       willful violation of any statute, but this exclusion does not apply
       to a claim upon which suit may be brought by reason of any alleged
       dishonesty on the part of the INSURED, unless:

2.     By deleting Section X. EXTENSION CLAUSE in its entirety and
       substituting the following therefor:

       X. EXTENSION CLAUSE.

       It is agreed that if the Company terminates or refuses to renew this
       policy, the INSURED may give to the Company notice that it desires
       to be INSURED for an additional period of twelve (12) months after
       the effective date of termination or nonrenewal, provided that
       written notice of its desire to be INSURED for said additional
       period is given to the Company prior to the effective date of
       termination or nonrenewal of the policy by the Company or within 10
       days following the effective date of termination or nonrenewal.

       If the INSURED terminates this policy or declines to accept renewal,
       the INSURED may give to the Company notice that it desires to be
       INSURED for an additional period of twelve (12) months after the
       effective date of termination or nonrenewal, provided that written
       notice of its desire to be INSURED for said additional period is
       given to the Company prior to the effective date of termination or
       nonrenewal.

       The Company, at its sole option, may grant further extension periods
       beyond the twelve (12) months provided for herein.

       The insurance afforded during any extension period or periods shall
       apply only to claims made against the INSURED during the said
       extension period or periods by reason of a WRONGFUL ACT committed
       or alleged to have been committed prior to the effective date of
       termination or nonrenewal and which would be otherwise INSURED by
       this policy, subject to the following provisions:

            (a) Such additional period shall be deemed part of the policy
            period and not an addition thereto;

            (b) Such additional period of time shall terminate forthwith on
            the effective date of any other insurance obtained by the
            INSURED or its successors in business, replacing in whole or
            in part the insurance afforded by this policy.  Where such
            other policy provides no coverage for loss sustained prior to
            its effective date, it shall not be deemed to be a replacement
            of this policy.

       The INSURED shall pay to the Company an additional premium of 25% of
       the equivalent annual premium hereunder for each 12 month period of
       extension.

3.     By deleting subsection (1)(a) of Section XI. CONDITIONS and
       substituting the following therefor:

            (a) In the event the INSURED shall first become aware of any
            claim or allegation of a WRONGFUL ACT, written notice of such
            claim or allegation shall be given by or for the INSURED to
            the Company or any of its authorized agents as soon as
            practicable and the INSURED shall give the Company such
            information concerning such claim or allegation as the Company
            shall reasonably require.

This endorsement forms a part of the policy to which attached, effective on
the inception date of the policy unless otherwise stated herein.

(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)

Endorsement effective 6-30-93          Policy No. 68 FF 100827733 BCA


Name of Designated Trust or Plan
The Procter & Gamble Company Profit Sharing Trust; etal


                           Countersigned by   /s/ROBERT D. LANG
                                             (Authorized Representative)



                         PENSION AND WELFARE FUND
                FIDUCIARY RESPONSIBILITY INSURANCE POLICY
                             ENDORSEMENT FR-2


It is agreed that the policy is amended as follows:

Section I. INSURING AGREEMENT is deleted in its entirety and the following
is substituted therefor:

I.  INSURING AGREEMENT.

The Company will pay on behalf of the INSURED all sums which the INSURED
shall become legally obligated to pay as DAMAGES on account of any claim
made against the INSURED for any WRONGFUL ACT committed or alleged to have
been committed by the INSURED or by any natural person for whose WRONGFUL
ACT the INSURED is legally liable.

The Company shall have the right and duty to defend the INSURED in any
claim seeking pecuniary or nonpecuniary relief for a WRONGFUL ACT even if
the allegations of the claim are groundless, false or fraudulent, and may
make such investigation and settlement of any claim as it deems expedient,
or may, at its sole option, give its written consent to the defense by the
INSURED of such claim, but the Company shall not be obligated to pay any
claim or judgment or to defend any suit, nor pay for the defense of any
suit being conducted by the INSURED with the Company's written consent,
after the applicable limit of the Company's liability has been exhausted by
payment of judgments or settlements.



This endorsement forms a part of the policy to which attached, effective on
the inception date of the policy unless otherwise stated herein.

(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)

Endorsement effective 6-30-93          Policy No. 68 FF 100827733 BCA


Name of Designated Trust or Plan
The Procter & Gamble Company Profit Sharing Trust; etal


                           Countersigned by   /s/ROBERT D. LANG
                                             (Authorized Representative)



    PENSION AND WELFARE FUND FIDUCIARY RESPONSIBILITY INSURANCE POLICY


       To be attached to and form part of Policy No.  68 FF 100827733 BCA

issued to The Procter & Gamble Company Profit Sharing Trust; et al


       It is agreed that:

       The attached policy is amended by adding an additional section
thereto as follows:

       "XII DEDUCTIBLE AMOUNT

       **Twenty Five Thousand and 00/100------ ($25,000.00) (hereinafter
            referred to as Deductible Amount) shall be deducted from the
            amount of each claim covered hereunder, including all expense
            incurred, and the Company shall be liable only in excess of
            such Deductible Amount.  Claims based on or arising out of the
            same Wrongful Act or interrelated Wrongful Acts of one or more
            of the INSUREDS shall be considered a single claim and only
            one Deductible Amount shall be applied to each single claim.

            Subject to Section IX, CONSENT TO SETTLE, of the attached
            policy, the Company may pay any part or all of the Deductible
            Amount to effect settlement of any claim or suit and upon
            notification of the action taken, the INSURED shall promptly
            reimburse the Company for such part of the Deductible Amount
            as has been paid by the Company.

       **This Endorsement has been amended as follows:

         The Deductible is to apply to defense costs only.



                              THE AETNA CASUALTY AND SURETY COMPANY



                              By: /s/ROBERT D. LANG
                                  Authorized Representative


Accepted by:


_____________________________
Insurance Representative



(Excess over an underlying amount)



                               ENDORSEMENT


       To be attached to and form part of

Policy No.  68 FF 100827733 BCA

issued to The Procter & Gamble Company Profit Sharing Trust; etal

       It is agreed that:

       1.   Section II of the attached policy, EXCLUSIONS, is amended by
            adding the following exclusion:

            (9)  Arising out of plan terminations or restructures alleging
                 impairment of assets, or alleging wrongful distribution
                 of plan assets.


This endorsement forms a part of the policy to which attached, effective on
the inception date of the policy unless otherwise stated herein.

(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)

Endorsement effective                  Policy No.


Name of DESIGNATED TRUST OR PLAN



                           Countersigned by    /s/ROBERT D. LANG
                                             (Authorized Representative)


Accepted by:



_______________________________
Insurance Representative


TO EXCLUDE LOSS ALLEGING IMPAIRMENT
OR WRONGFUL DISTRIBUTION OF ASSETS



                               ENDORSEMENT

       To be attached to and form part of Policy No.  68 FF 100827733 BCA

issued to The Procter & Gamble Company Profit Sharing Trust; etal

       It is agreed that:

       1.   Section II of the attached policy, EXCLUSIONS, is amended by
            adding the following exclusion:

            (10) Based on, arising out of, directly or indirectly resulting
                 from, in consequence of, or in any way involving, actual
                 or alleged seepage, pollution or contamination of any
                 kind.




This endorsement forms a part of the policy to which attached, effective on
the inception date of the policy unless otherwise stated herein.

(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)

Endorsement effective                  Policy No.


Name of DESIGNATED TRUST OR PLAN



                           Countersigned by    /s/ROBERT D. LANG
                                             (Authorized Representative)


Accepted by:



_______________________________
Insurance Representative


POLLUTION EXCLUSION ENDORSEMENT





                          SPECIAL ENDORSEMENT #1

       To be attached to and form part of Policy 68 FF 100827733 BCA

issued by The Aetna Casualty and Surety Company (hereinafter called
Controlling Company)

in favor of The Procter & Gamble Profit Sharing Trust; et al.

       It is agreed that:

       1.   The term "Underwriter" as used in the attached policy shall be
construed to mean, unless otherwise specified in this rider, all the
Companies executing the attached policy.

       2.   Each of said Companies shall be liable for such proportion of
any loss under the attached policy as the amount underwritten by such
Company as specified in the Schedule forming a part hereof, bears to the
Annual Aggregate Limit of Liability of the attached policy.

       3.   Each of said Companies shall be liable for any payments made
pursuant to Section VIII, Supplementary Payments in proportion for which
each Companies' respective Limit of Liability bears to the Annual Aggregate
Limit of the policy.

       4.   In the absence of a request from any of said Companies to pay
premiums directly to it, premiums for the attached policy may be paid to
the Controlling Company for the account of all of said Companies.

       5.   In the absence of a request from any of said Companies that
notice of claim and proof of loss be given to or filed directly with it,
the giving of such notice to and the filing of such proof with, the
Controlling Company shall be deemed to be in compliance with the conditions
of the attached policy for the giving of notice of loss and the filing of
proof of loss, if given and filed in accordance with said conditions.

       6.   The Controlling Company may give notice in accordance with the
terms of the attached policy, terminating or canceling the attached policy,
and any notice so given shall terminate or cancel the liability of all of
said Companies.

       7.   Any Company other than the Controlling Company may give notice
in accordance with the terms of the attached policy, terminating or
canceling the entire liability of such other Company under the attached
policy.

       8.   In the absence of a request from any of said Companies that
notice of termination or cancellation by the INSURED of the attached policy
in its entirety be given to or filed directly with it, the giving of such
notice in accordance with the terms of the attached policy to the
Controlling Company shall terminate or cancel the liability of all of said
Companies as an entirety.  The giving of notice for termination or
cancellation in accordance with the terms of the attached bond to any
Companies shall terminate or cancel the liability of the Controlling
Company.

       9.   In the event of the termination or cancellation of the attached
policy as an entirety, no Company shall be liable to the INSURED for a
greater proportion of any return premium due the INSURED than the amount
underwritten by such Company bears to the Annual Aggregate Limit of
Liability of the attached policy.

       10.  In the event of the termination or cancellation of the attached
policy as to any Company, such Company alone shall be liable to the INSURED
for any return premium due the INSURED on account of such termination or
cancellation.  The termination or cancellation of the attached policy as to
any Company other than the Controlling Company shall not terminate, cancel
or otherwise affect the liability of the other Companies under the attached
policy.

       11.  This rider shall become effective as of 12:01 a.m. on 6/30/93
standard time.

Underwritten for the sum of $20,000,000
except as follows:

                                  Controlling Company
                           By:  The Aetna Casualty and Surety Company


                           Attest:  /s/DANIEL A. WALLA


Underwritten for the sum of $10,000,000
except as follows:

                           By:  Celtic Insurance Company


                           Attest:

Accepted:
                 INSURED

By:  The Procter & Gamble Company; etal



