<SUBMISSION>
<ACCESSION-NUMBER>0000080424-96-000039
<TYPE>11-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>19960731
<FILING-DATE>19961018
<SROS>CSE
<SROS>NYSE
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>PROCTER & GAMBLE CO
<CIK>0000080424
<ASSIGNED-SIC>2840
<IRS-NUMBER>310411980
<STATE-OF-INCORPORATION>OH
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>11-K
<ACT>34
<FILE-NUMBER>001-00434
<FILM-NUMBER>96645176
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE PROCTER & GAMBLE PLZ
<CITY>CINCINNATI
<STATE>OH
<ZIP>45202
<PHONE>5139831100
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>11-K
<SEQUENCE>1
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 11-K


/ /ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
   1934 [NO FEE REQUIRED] for the fiscal year ended June 30, 1996, or
/X/TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
   OF 1934 [NO FEE REQUIRED] for the transition period from January 1, 1996
   to July 31, 1996.


Commission file number 001-00434

A. Full title of the plan and the address of the plan, if different from that
   of the issuer named below:  Procter & Gamble Subsidiaries Savings and
   Investment Plan, The Procter & Gamble Company, Two Procter & Gamble Plaza,
   Cincinnati, Ohio  45202.

B. Name of issuer of the securities held pursuant to the plan and the address
   of its principal executive officer:  The Procter & Gamble Company, One
   Procter & Gamble Plaza, Cincinnati, Ohio  45202.


REQUIRED INFORMATION

Item 4.  Plan Financial Statements and Schedules Prepared in Accordance With
         the Financial Reporting Requirements of ERISA



THE TRANSITION REPORT OF THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS
AND INVESTMENT PLAN

Financial Statements for the Seven-Month Period from January 1,
1996 to July 31, 1996 and the Year Ended December 31, 1995 and
Independent Auditors' Report

THE TRANSITION REPORT OF
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS
AND INVESTMENT PLAN

TABLE OF CONTENTS
FOR THE SEVEN-MONTH PERIOD ENDED JULY 31, 1996 AND
THE YEAR ENDED DECEMBER 31, 1995

                                                 Page
INDEPENDENT AUDITORS' REPORT                      1
FINANCIAL STATEMENTS:
  Statement of Net Assets Available
   for Benefits, July 31, 1996 and
   December 31, 1995                              2
  Statements of Changes in Net Assets
   Available for Benefits for the Seven-Month
   Period from January 1, 1996 to
   July 31, 1996 and the Year Ended
   December 31, 1995                              3
  Notes to Financial Statements for the
   Seven-Month Period from January 1, 1996
   to July 31, 1996
   and Year ended December 31, 1995               4


INDEPENDENT AUDITORS' REPORT

To the Plan Committee of The Procter & Gamble Subsidiaries Savings
  and Investment Plan:

We have audited the accompanying statements of net assets
available for benefits of The Procter & Gamble Subsidiaries
Savings and Investment Plan, formerly the Maryland Club Foods,
Inc. Retirement Savings Plan, as of July 31, 1996 and December 31,
1995, and the related statements of changes in net assets
available for benefits for the seven-month period from January 1,
1996 to July 31, 1996 and the year ended December 31, 1995.  These
financial statements are the responsibility of the Plan's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all
material respects, the net assets available for benefits of the
Plan as of July 31, 1996 and December 31, 1995 and the changes in
net assets available for benefits for the seven-month period from
January 1, 1996 to July 31, 1996 and the year ended December 31,
1995 in conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP
September 30, 1996



THE TRANSITION REPORT OF
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS
AND INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR  BENEFITS
JULY 31, 1996 AND DECEMBER 31, 1995

                                             1996         1995
 
INVESTMENTS, At fair value:
  Investment in the Procter &
   Gamble Master Savings Trust          $4,547,837     $3,153,631
  Loans to participants                     93,855        101,733
                                         ---------      ---------
     Total investments                   4,641,692      3,255,364
                                         ---------      ---------
RECEIVABLES - Other                          6,336          2,657
                                         ---------      ---------
  Total assets                           4,648,028      3,258,021
                                         ---------      ---------
LIABILITIES - Other                             -             475
                                         ---------      ---------

NET ASSETS AVAILABLE FOR BENEFITS       $4,648,028     $3,257,546
                                         =========      =========
See notes to financial statements.



THE TRANSITION REPORT OF
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS
AND INVESTMENT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE SEVEN-MONTH PERIOD FROM JANUARY 1, 1996 TO JULY 31, 1996
AND THE YEAR ENDED DECEMBER 31, 1995

                                         1996        1995
ADDITIONS:
  Investment income:
   Equity in net earnings of
    The Procter & Gamble Master
    Savings Trust                   $  136,358  $  560,856
    Interest                             5,874       9,371
                                     ---------   ---------
        Total investment income        142,232     570,227
                                     ---------   ---------
  Contributions:
    Employer contributions                 354
    Employee contributions                 707
                                     ---------   ---------
           Total contributions           1,061
                                     ---------   ---------
  Transfer from merged plans         1,547,924
  Other                                  3,236      19,119
                                     ---------   ---------
    Total additions                  1,694,453     589,346
                                     ---------   ---------
DEDUCTIONS - Distributions
  to participants                      303,971   1,302,221
                                     ---------   ---------

NET INCREASE (DECREASE)              1,390,482    (712,875)

NET ASSETS AVAILABLE FOR BENEFITS:
  Beginning of period                3,257,546   3,970,421
                                     ---------   ---------
  End of period                     $4,648,028  $3,257,546
                                     =========   =========

See notes to financial statements.



THE TRANSITION REPORT OF
THE PROCTER & GAMBLE SUBSIDIARIES SAVINGS
AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
FOR THE SEVEN-MONTH PERIOD FROM JANUARY 1, 1996 TO JULY 31, 1996
AND THE YEAR ENDED DECEMBER 31, 1995

1.  DESCRIPTION OF THE PLAN

The following brief description of The Procter & Gamble
Subsidiaries Savings and Investment Plan (Plan) is provided for
general information purposes only.  Participants should refer to
the Plan document for more complete information.

General - The Plan is a defined contribution plan covering
substantially all employees of Maryland Club Foods, Inc. (Maryland
Club), all eligible employees of Shulton, Inc. (Shulton), and
employees of Fisher Nut Company (Fisher Nut) who are members of
the Twin Cities Bakery and Confectionary Workers Union, Local No.
22.  The Plan was established effective April 1, 1989 and is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).  Effective March 14, 1996, the
Shulton Savings Plan and Fisher Nut Savings Plan were merged into
the Maryland Club Foods, Inc. Retirement Savings Plan and the
Company changed the Plan name from Maryland Club Foods, Inc.
Retirement Savings Plan to The Procter & Gamble Subsidiaries
Savings and Investment Plan.

Contributions and Vesting - Fisher Nut and its employees made
contributions to the Plan until April 1996.  After such time, all
contributions to the Plan were suspended and the participants
became fully vested.

Distributions - On termination of service a participant may elect
to receive an amount equal to the value of the participant's
vested interest in his or her account in either a lump sum amount
or annuity.  A participant who has reached age 59-1/2 may also
request a withdrawal from his or her pre-tax contribution balance
once every six months.

Loan Provision - The Plan allows participants to borrow funds from
their accounts in certain circumstances up to maximum amounts
specified in the Plan agreement.  Loans are repayable in at least
monthly installments of principal and interest over a maximum term
of five years (fifteen years if the loan is used to purchase a
primary residence).

Participant Accounts and Investment Options - Each participant
account is credited with an allocation of Plan earnings.
Allocations are based on participant earnings or account balances,
as defined.  The benefit to which a participant is entitled is the
vested benefit that can be provided from the participant's
account.  Participants may allocate their accounts in one or all
of the following investment options offered by the Master Trust
(Note 4):

Reserve Fund - A fund investing in short to medium length
maturity, interest-bearing instruments.

Company Stock Fund - A fund investing in shares of The Procter &
Gamble Company common stock.

Managed Bond Fund - A fund investing in a diversified portfolio of
publicly and privately traded corporate, government,
international, and mortgage backed bonds.

Management Large Company Fund - A fund investing in equity
securities of approximately 300 domestic, large company stocks.

Diversified Fund - A fund investing in a balanced fund consisting
of both equity and fixed securities.

The activity and balances in the funds are summarized as follows
for the seven-month period from January 1, 1996 to July 31, 1996
and for the year ended December 31, 1995.



<TABLE>
<CAPTION>

                          Management                          Managed
                          Large Company   Reserve Diversified Bond     Loan
                          Fund            Fund    Fund        Fund     Fund      Total
<S>                       <C>          <C>        <C>       <C>       <C>      <C>
Net assets available
 for benefits
 December 31, 1994        $1,167,461   $2,181,011 $253,620  $189,556  $178,773 $ 3,970,421
Equity in net
 earnings of the
 Procter & Gamble
 Master Savings Trust        360,354      110,972   61,093    28,437               560,856
Interest                                                                 9,371       9,371
Distributions               (346,951)    (792,394) (11,799)  (54,980)  (96,097) (1,302,221)
Other                            847        1,434                       16,838      19,119
Interfund transfers, net     105,657     (112,472)  21,087    (7,120)   (7,152)
                            --------    ---------  -------   -------   -------   ---------
Net assets available
 for benefits, December
 31, 1995                  1,287,368    1,388,551  324,001   155,893   101,733   3,257,546

Equity in net earnings
 (loss) of the Procter
 & Gamble Master
 Savings Trust                73,043       52,327   11,447      (459)              136,358
Transfer from merged
 plans                       647,029      796,003   65,916    37,499     1,477   1,547,924
Interest                                                                 5,874       5,874
Distributions               (142,748)    (161,223)                                (303,971)
Contributions                    265          796                                    1,061
Other                          3,190           16       19        11                 3,236
Interfund transfers, net      42,859       23,254  (15,927)  (34,957)  (15,229)
                            --------      --------  ------   -------    ------    --------
Net assets available
 for benefits,
 July 31, 1996            $1,911,006   $2,099,724 $385,456  $157,987  $ 93,855 $ 4,648,028
                           =========    ========= ========   =======    ======   =========

</TABLE>



Plan Termination - Although it has not expressed any intent to do
so, the Company has the right under the Plan to terminate the Plan
subject to the provisions of ERISA.  If the Plan is terminated,
the net assets of the Plan will be distributed to the participants
in an order of priority determined in accordance with ERISA and
its applicable regulations and the Plan document.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting - The accompanying financial statements have
been prepared on an accrual basis of accounting and the Plan's net
assets and transactions are recorded at fair value.  The Plan's
investment funds (funds) are valued by the fund managers based
upon the fair value of the funds' underlying investments. Income
from investments is recognized when earned and is allocated to
each plan participating in the Master Trust and each participant's
account by PNC Bank, Ohio, N.A., the trustee of the plan.

Expenses of the Plan - Trustee fees and other expenses of the Plan
are paid by the Company.

Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying
notes.  Actual results could differ from those estimates.

3.  INCOME TAX STATUS

The Internal Revenue Service (IRS) has determined and informed the
Company by letter dated March 11, 1991, that the Plan is designed
in accordance with applicable sections of the Internal Revenue
Code (IRC).  The Plan has been amended since receiving the
determination letter.  However, the plan administrator believes
that the Plan is designed and is currently being operated in
compliance with the applicable provisions of the IRC at July 31,
1996 and December 31, 1995.

4.  INTEREST IN MASTER TRUST

Effective January 1, 1993, the Company formed The Procter & Gamble
Master Savings Trust (Master Trust) in accordance with a master
trust agreement with PNC Bank, Ohio, N.A. (PNC).

Use of a Master Trust permits the commingling of various
Company-sponsored benefit plans for investment and administrative
purposes.  Although assets are commingled in the Master Trust, PNC
Bank maintains records for the purpose of allocating contributions
and changes in net assets of the Master Trust to both
participating plans and individual participant accounts based upon
each plan's or participant's proportionate interest in the Master
Trust.  The following represents the audited information regarding
the Master Trust for the seven-month period from January 1, 1996
to July 31, 1996 and the year ended December 31, 1995.



Assets of the Master Trust at July 31, 1996 are summarized as follows:

<TABLE>
<CAPTION>
                                     Management
                                     Large         Collective                         Managed
                        Company      Company       Income     Reserve    Diversified   Bond
                        Stock Fund   Fund          Fund       Fund       Fund          Fund       Total
<S>                     <C>          <C>         <C>        <C>         <C>         <C>        <C>

Investments,
 at fair value          $36,868,392  $37,798,060 $1,070,543 $32,545,683 $27,955,130 $6,128,066 $142,365,874
Accrued interest
 and dividends              185,152          426          -         307         101          -      185,986
                        -----------  ----------- ---------- ----------- ----------- ---------- ------------
Total                   $37,053,544  $37,798,486 $1,070,543 $32,545,990 $27,955,231 $6,128,066 $142,551,860
                        ===========  =========== ========== =========== =========== ========== ============
Plan's investment
 in Master Trust                  -   $1,871,503          - $ 2,079,930 $   403,461 $  192,943 $  4,547,837
                        ===========  =========== ========== =========== =========== ========== ============
Plan's percentage
 ownership interest
 in Master Trust                  -            5%         -           6%          1%         3%           3%
                        ===========  =========== ========== =========== =========== ========== ============

</TABLE>

Investments held by the Master Trust at July 31,1996 are summarized as follows:

<TABLE>
<CAPTION>
                                        Management
                                        Large        Collective                              Managed
                         Company        Company      Income        Reserve    Diversified    Bond
Fair Value               Stock Fund     Fund         Fund           Fund       Fund          Fund       Total
<S>                     <C>          <C>           <C>           <C>         <C>          <C>        <C>

The Procter &
 Gamble Company
 common stock           $36,611,332                                                                  $ 36,611,332
Registered
 investment
 companies                                         $1,070,533                                           1,070,533
Mutual Funds                         $37,511,137                 $32,477,887 $27,886,373  $6,127,266  104,002,663
Short-term
 investments                257,060      286,923           10         67,796      68,757         800      681,346
                         ----------   ----------    ---------     ----------  ----------   ---------  -----------
Total investments
 at fair value          $36,868,392  $37,798,060   $1,070,543    $32,545,683 $27,955,130  $6,128,066 $142,365,874
                         ==========   ==========    =========     ==========  ==========   =========  ===========

</TABLE>

Investment income from the Master Trust for the period from
January 1, 1996 through July 31, 1996 is summarized as follows:

<TABLE>
<CAPTION>
                                   Management
                                   Large         Collective                         Managed
                      Company      Company       Income     Reserve    Diversified   Bond
                      Stock Fund   Fund          Fund       Fund       Fund          Fund       Total
<S>                   <C>          <C>         <C>        <C>         <C>         <C>        <C>


Net appreciation
 (depreciation)
 in fair value
 of investments       $2,261,455   $2,033,258  $41,965    $973,891    $1,067,019  $(43,748)  $6,333,840
Dividends                356,044                                                                356,044
Interest                                1,575      153       2,034         2,277       648        6,687
                       ---------    ---------   ------     -------     ---------   -------    ---------
Total                 $2,617,499   $2,034,833  $42,118    $975,925    $1,069,296  $(43,100)  $6,696,571
                       =========    =========   ======     =======     =========   ========   =========
Plan's equity in
 net earnings
 (loss) of Master
 Trust                         -   $   73,043        -    $ 52,327    $   11,447  $   (459)  $  136,358
                       =========    =========   ======     =======     =========   ========   =========
 
</TABLE>


Assets of the Master Trust at December 31, 1995 are summarized as follows:





<TABLE>
<CAPTION>

                                     Management
                                     Large         Collective                            Managed
                       Company       Company       Income       Reserve    Diversified   Bond
                      Stock Fund     Fund          Fund         Fund       Fund          Fund        Total
<S>                   <C>           <C>          <C>        <C>          <C>          <C>         <C>

Investments, at
 fair value           $37,568,733   $36,541,114  $1,323,639 $35,298,684  $31,385,977  $7,472,474  $149,590,621
Accrued interest
 and dividends              4,256           124           7         317          106           3         4,813
                       ----------    ----------   ---------  ----------   ----------   ---------   -----------
Total                 $37,572,989   $36,541,238  $1,323,646 $35,299,001  $31,386,083  $7,472,477  $149,595,434
Plan's investment
 in Master Trust                    $ 1,286,274             $ 1,387,804  $   323,658  $  155,895  $  3,153,631
                       ==========    ==========   ========= ===========   ==========   =========   ===========
Plan's percentage
 ownership in
 Master Trust                   -             4%          -           4%           1%          2%            2%
                       ==========    ==========   ========= ===========   ==========   =========   ===========

</TABLE>

Investments held by the Master Trust at December 31, 1995 are summarized as
follows:

<TABLE>
<CAPTION>

                                   Management
                                   Large      Collective                           Managed
                     Company       Company    Income       Reserve    Diversified   Bond
Fair Value           Stock Fund    Fund       Fund         Fund       Fund          Fund         Total
<S>                  <C>         <C>         <C>         <C>         <C>         <C>         <C>

The Procter &
 Gamble Company
 common stock        $36,625,140                                                             $ 36,625,140
Registered
 investment
 companies                                   $1,323,613                                         1,323,613
Mutual Funds                     $36,540,976             $35,233,082 $31,385,838 $7,472,367   110,632,263
Short-term
 investments             943,593         138         26       65,602         139        107     1,009,605
                      ----------  ----------  ---------   ----------  ----------  ---------   -----------
Total investments
 at fair value       $37,568,733 $36,541,114 $1,323,639  $35,298,684 $31,385,977 $7,472,474  $149,590,621
                      ========== =========== ==========   ========== =========== ==========   ===========

</TABLE>

Investment income from the Master Trust for the year ended December 31, 1995
is summarized as follows:

<TABLE>
<CAPTION>
                                   Management
                                   Large       Collective                         Managed
                      Company      Company     Income      Reserve  Diversified   Bond
                      Stock Fund   Fund        Fund        Fund     Fund          Fund       Total
<S>                  <C>          <C>          <C>       <C>        <C>        <C>         <C>

Net appreciation
 in fair value
 of investments      $16,178,665  $8,040,240   $600,245  $1,663,854 $6,229,037 $1,051,580  $33,763,621
Dividends                772,124                                                               772,124
Interest                 130,871                              9,098                            139,969
                      ----------   ---------   ---------  ---------  ---------  ---------   ----------

Total                $17,081,660  $8,040,240   $600,245  $1,672,952 $6,229,037 $1,051,580  $34,675,714
                      ==========   =========    =======   ========= ========== ==========   ==========
Plan's equity in
 net earnings of
 Master Trust                  -  $  360,354          -  $  110,972 $   61,093 $   28,437  $   560,856
                      ==========   =========    =======   ========= ========== ==========   ==========

</TABLE>




5.  DISTRIBUTIONS

Distributions payable to participants as of July 31, 1996 and
December 31, 1995 are $76,000 and $47,311, respectively.

                           * * * * * *


PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE 
TRUSTEES (OR OTHER PERSONS WHO ADMINISTER THE EMPLOYEE BENEFIT PLAN) HAVE DULY
CAUSED THIS TRANSITION REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
HEREUNTO DULY AUTHORIZED.



                              Procter & Gamble Subsidiaries Savings
                              and Investment Plan



Date:  October 16, 1996       /s/JOHN R. SMITH
                              --------------------------------------
                              John R. Smith
                              Member, Benefits Committee



                                 EXHIBIT INDEX


Exhibit No.                                                 Page No.

    23         Consent of Deloitte & Touche                   11
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>2
<TEXT>


Deloitte &
 Touche LLP
-----------         ----------------------------------------------------------
                    250 East Fifth Street         Telephone: (513) 784-7100
                    P.O. Box 5340
                    Cincinnati, Ohio 45201-5340



INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in the Registration Statement
relating to 70,000 shares of Common Stock of The Procter & Gamble Company on
Form S-8 of our report dated September 30, 1996 appearing in this Transition
Report on Form 11-K of the Procter & Gamble Company Subsidiaries Savings and
Investment Plan for the transition period from January 1, 1996 through July 31,
1996.


/s/DELOITTE & TOUCHE LLP
Cincinnati, Ohio
October 11, 1996




















----------------
Deloitte Touche
Tohmatsu
International
----------------
</TEXT>
</DOCUMENT>
</SUBMISSION>
