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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>/in/edgar/work/20000622/0000080424-00-000021/0000080424-00-000021.txt : 20000920
<SEC-HEADER>0000080424-00-000021.hdr.sgml : 20000920
ACCESSION NUMBER:		0000080424-00-000021
CONFORMED SUBMISSION TYPE:	11-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	19991231
FILED AS OF DATE:		20000622

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PROCTER & GAMBLE CO
		CENTRAL INDEX KEY:			0000080424
		STANDARD INDUSTRIAL CLASSIFICATION:	 [2840
]		IRS NUMBER:				310411980
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			0630
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		11-K
			SEC ACT:		
			SEC FILE NUMBER:	001-00434
			FILM NUMBER:		659042
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		ONE PROCTER & GAMBLE PLZ
				CITY:			CINCINNATI
				STATE:			OH
				ZIP:			45202
				BUSINESS PHONE:		5139831100
</BUSINESS-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>11-K
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                      11-K

\X\ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934 FOR THE FISCAL YEAR ENDED December 31, 1999, or
\ \ FOR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO _____________

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: Richardson-Vicks Savings 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 office: 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



                          RICHARDSON-VICKS SAVINGS PLAN

                    Financial Statements for the Years Ended
                  December 31, 1999 and 1998 and Supplemental
                      Schedule as of December 31, 1999 and
                          Independent Auditors' Report



RICHARDSON-VICKS SAVINGS PLAN

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
                                                                            Page

INDEPENDENT AUDITORS' REPORT                                                  1

FINANCIAL STATEMENTS:

  Statements of Net Assets Available for Benefits as of
  December 31, 1999 and 1998                                                  2

  Statements of Changes in Net Assets Available for Benefits
  for the Years Ended December 31, 1999 and 1998                              3

  Notes to Financial Statements for the Years Ended
  December 31, 1999 and 1998                                                  4

SUPPLEMENTAL SCHEDULE - Assets Held for Investment
  (Schedule H Part IV Line 4i of Form 5500), December 31, 1999               10

SUPPLEMENTAL SCHEDULES OMITTED - The following schedules were
  omitted because of the absence of conditions under which they
  are required or due to their inclusion in information filed
  by The Procter & Gamble Master Savings Trust:

   Reportable Transactions for the Year Ended December 31, 1999

   Assets Acquired and Disposed of Within the Plan Year

   Party-in-Interest Transactions

   Obligations in Default

   Leases in Default



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


INDEPENDENT AUDITORS' REPORT

To The Procter & Gamble Master Savings Plan Committee:

We have audited the accompanying statements of net assets available for benefits
of the Richardson-Vicks Savings Plan ("the Plan") as of December 31, 1999 and
1998, and the related statements of changes in net assets available for benefits
for the years then ended. 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 auditing standards generally accepted
in the United States of America. 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 December 31,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
Table of Contents is presented for the purpose of additional analysis and is not
a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The schedule is the responsibility of the Plan's management. Such schedule
has been subjected to the auditing procedures applied in our audit of the basic
1999 financial statements, and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/DELOITTE & TOUCHE LLP
- ------------------------
DELOITTE & TOUCHE LLP
April 26, 2000



<TABLE>
RICHARDSON-VICKS SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF
DECEMBER 31, 1999 AND 1998
- -----------------------------------------------------------------------
<CAPTION>
                                              1999              1998
<S>                                       <C>               <C>
ASSETS:
 Investment in The Procter and
  Gamble Master Savings Trust,
  at fair value                           $71,209,732       $64,509,876
 Loans to Participants                        208,083           214,273
 Investment income receivable                  11,126             8,948
                                          -----------       -----------
     Total assets                          71,428,941        64,733,097

LIABILITIES - Accrued administrative
  expenses                                     32,024               -
                                          -----------       -----------

NET ASSETS AVAILABLE FOR BENEFITS         $71,396,917       $64,733,097
                                          ===========       ===========

See notes to financial statements.
</TABLE>



<TABLE>
RICHARDSON-VICKS SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<CAPTION>
                                              1999            1998
<S>                                       <C>             <C>
ADDITIONS:
 Investment income:
  Equity in net earnings of
   The Procter and Gamble Master
   Savings Trust                          $11,563,874     $ 9,768,716
  Interest income                              17,136          21,050
                                          -----------     -----------
   Total investment income                 11,581,010       9,789,766
  Transfer from unaffiliated plan                -             59,636
                                          -----------     -----------
       Total additions                     11,581,010       9,849,402

DEDUCTIONS:
 Distributions and
  withdrawals to participants               4,765,177       5,779,451
 Administrative expenses                      152,013            -
                                          -----------     -----------
        Total deductions                    4,917,190       5,779,451
                                          -----------     -----------

NET INCREASE                                6,663,820       4,069,951

NET ASSETS AVAILABLE FOR BENEFITS:
  Beginning of year                        64,733,097      60,663,146
                                          -----------     -----------

  End of year                             $71,396,917     $64,733,097
                                          ===========     ===========

See notes to financial statements.
</TABLE>



RICHARDSON-VICKS SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
- --------------------------------------------------------------------------------

1.   PLAN DESCRIPTION

     The following brief description of the Richardson-Vicks Savings Plan
     ("Plan") is provided for general information purposes only. Participants
     should refer to the Plan agreement for more complete information.

     GENERAL - The Plan is a defined contribution plan established by
     Richardson-Vicks Inc. ("Company") to provide a means for eligible employees
     to supplement their retirement income. The Company is a wholly-owned
     subsidiary of The Procter & Gamble Company ("Parent"). The Plan assets are
     held in a combined trust account with the assets of other Parent defined
     contribution plans (see Note 4). Each of the plans has a proportionate and
     undivided ownership interest in the trust assets. The Plan is subject to
     the provisions of the Employee Retirement Income Security Act of 1974
     (ERISA).

     CONTRIBUTIONS AND VESTING - Effective December 31, 1987, both employee and
     employer contributions to the Plan were suspended and all participants
     became fully vested. Plan participants became eligible to participate in
     The Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan
     effective December 31, 1987.

     DISTRIBUTIONS - The Plan provides for benefits to be paid upon retirement,
     disability, death, or separation other than retirement as defined by the
     Plan document. Plan benefits may be made in a lump sum of cash or shares of
     common stock or in installment payments over a period not to exceed 120
     months. Retired or terminated employees shall commence benefit payments
     upon attainment of age 70 1/2.

     WITHDRAWALS - A participant may withdraw any portion of after-tax
     contributions and one-half of Company contributions once in any six-month
     period. Participants who have attained age 59 1/2 or have demonstrated
     financial hardship may withdraw all or any portion of their before-tax
     contributions once in any six-month period.

     PLAN TERMINATION - Although the Company has not expressed any intent to do
     so, it has the right under the Plan to terminate the Plan subject to the
     provisions of ERISA.

     ADMINISTRATION - The Plan is administered by the Master Savings Plan
     Committee consisting of four members appointed by the Board of Directors of
     the Parent, except for duties specifically vested in the trustee, PNC Bank,
     Ohio, N.A. ("PNC Bank"), who is also appointed by the Board of Directors of
     the Parent.

     TRANSFER FROM UNAFFILIATED PLANS - Amounts represent account balances of
     Company employees transferred from unaffiliated Parent plans.

     LOANS - The Plan has a loan feature under which active participants may
     borrow up to 50% of the current value of their vested account values
     exclusive of amounts attributable to Company contributions (up to a maximum
     of $50,000). Loans are repaid via payroll deduction over a period of up to
     five years, except for loans used to purchase a primary residence which are
     repaid via payroll deduction over a period of up to 10 years. Principal and
     interest paid is credited to applicable funds in the borrower's account.
     Former Company employees with deferred balances may not borrow against
     their accounts. Upon participant termination or retirement, the outstanding
     loan balance is treated as a distribution to the participant.

     PARTICIPANT ACCOUNTS AND INVESTMENT OPTIONS - Each participant's account is
     credited with an allocation of the Plan's earnings or losses. The benefit
     to which a participant is entitled is limited to the benefit that can be
     provided from the participant's account. Participants may allocate their
     account balances in one or all of the following investment options offered
     by the Plan (Note 4):

          ENHANCED CASH FUND (FORMERLY THE RESERVE FUND)- The prospectus
          indicates that this fund invests in short to medium length maturity,
          interest-bearing instruments.

          COMPANY STOCK FUND - A fund that invests in shares of The Procter &
          Gamble Company common stock.

          ACTIVE FIXED-INCOME CORE FUND (FORMERLY THE MANAGED BOND FUND) - The
          prospectus indicates that this fund invests in a diversified portfolio
          of publicly and privately traded corporate, government, international,
          and mortgage backed bonds.

          DISCIPLINED EQUITY FUND (FORMERLY THE LARGE COMPANY FUND) - The
          prospectus indicates that this fund invests in equity securities of
          approximately 300 domestic, large company stocks.

          DIVERSIFIED FUND - The prospectus indicates that this fund invests in
          a balanced portfolio consisting of both equity and fixed securities.

          INTERNATIONAL EQUITY FUND - The prospectus indicates that this fund
          invests in a diversified portfolio of equity securities of foreign
          corporations.

          SMALL COMPANY EQUITY II FUND (FORMERLY THE SMALL COMPANY FUND) - The
          prospectus indicates that this fund invests in a portfolio of equity
          securities issued by small companies.

2.   SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF ACCOUNTING - The accompanying financial statements have been
     prepared on the accrual basis of accounting and the Plan's net assets and
     transactions are recorded at fair value. The Plan's investment in The
     Procter & Gamble Company common stock is valued at the closing price on an
     established security exchange. The Plan's investment funds (funds), are
     valued by the fund manager, J.P. Morgan Investment Management, Inc., 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 Procter & Gamble Master Savings Trust (Master Trust)
     by PNC Bank and to each participant's account by the Plan's recordkeeper.

     EXPENSES OF THE PLAN - Investment management expenses are paid by the Plan
     in 1999. All other fees are paid by the Parent. The Parent paid all Plan
     expenses in 1998.

     USE OF ESTIMATES - The preparation of financial statements in conformity
     with accounting principles generally accepted in the United States of
     America 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.

     RECLASSIFICATIONS - The Plan has adopted Statement of Position 99-3
     "Accounting and Reporting of Certain Employee Benefit Plan Investments and
     Other Disclosure Matters." As a result, the financial statements have been
     revised to eliminate the by-fund disclosures.

3.   TAX STATUS

     The Internal Revenue Service (IRS) has determined and informed the Company
     by letter dated February 13, 1996, that the Plan and related trust are
     designed in accordance with applicable sections of the Internal Revenue
     Code (IRC). The Plan has been amended since receiving the determination
     letter. The plan administrator believes that the Plan is designed and is
     currently being operated in compliance with the applicable provisions of
     the IRC as of December 31, 1999 and 1998. Therefore, the Plan Administrator
     believes that the Plan was qualified and tax-exempt as of December 31, 1999
     and 1998 and no provision for income taxes has been reflected in the
     accompanying financial statements.

4.   INTEREST IN MASTER TRUST

     Effective January 1, 1993, the Parent formed the Master Trust in accordance
     with a master trust agreement with PNC Bank.

     Use of a master trust permits the commingling of investments that fund
     various Parent-sponsored defined contribution 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
     participating plans based upon each plan's proportionate interest in the
     Master Trust. The following represents the 1999 and 1998 audited financial
     information regarding the net assets and investment income of the Master
     Trust:


<TABLE>
Assets of the Master Trust at December 31, 1999 are summarized as follows:
<CAPTION>
                                                                                                         ACTIVE
                                                   SMALL        INTER-                                   FIXED-
                                     DISCIPLINED   COMPANY      NATIONAL     ENHANCED                    INCOME
                       COMPANY       EQUITY        EQUITY II    EQUITY       CASH          DIVERSIFIED   CORE
                       STOCK FUND    FUND          FUND         FUND         FUND          FUND          FUND         TOTAL
<S>                    <C>           <C>           <C>          <C>          <C>           <C>           <C>          <C>
Investments, at fair
 value                 $95,073,504   $90,403,642   $5,939,202   $3,536,914   $25,264,139   $36,357,122   $5,556,031   $262,130,554
Accrued interest and
 dividends                   4,143           171           57           34           164            68           27          4,664
                       -----------   -----------   ----------   ----------   -----------   -----------   ----------   ------------

Total                  $95,077,647   $90,403,813   $5,939,259   $3,536,948   $25,264,303   $36,357,190   $5,556,058   $262,135,218
                       ===========   ===========   ==========   ==========   ===========   ===========   ==========   ============

Plan's investment in
 Master Trust          $38,986,495   $16,488,714   $1,577,455   $1,156,505   $ 6,915,622   $ 5,114,296   $  970,645   $ 71,209,732
                       ===========   ===========   ==========   ==========   ===========   ===========   ==========   ============

Plan's percentage
 ownership interest
 in Master Trust               41%           18%          27%          33%           27%           14%          17%            27%
                       ===========   ===========   ==========   ==========   ===========   ===========   ==========   ============
</TABLE>


<TABLE>
Investments, at fair value, held by the Master Trust at December 31, 1999 are
summarized as follows:
<CAPTION>
                                                                                                         ACTIVE
                                                   SMALL        INTER-                                   FIXED-
                                     DISCIPLINED   COMPANY      NATIONAL     ENHANCED                    INCOME
                       COMPANY       EQUITY        EQUITY II    EQUITY       CASH          DIVERSIFIED   CORE
                       STOCK FUND    FUND          FUND         FUND         FUND          FUND          FUND         TOTAL
<S>                    <C>           <C>           <C>          <C>          <C>           <C>           <C>          <C>
The Procter & Gamble
 Company common stock  $94,131,490                                                                                    $ 94,131,490
Mutual funds                         $90,403,642   $5,939,202   $3,536,914   $25,264,139   $36,357,122   $5,556,031    167,057,050
Short-term invest-
 ments                     942,014                                                                                         942,014
                       -----------   -----------   ----------   ----------   -----------   -----------   ----------   ------------

Total investments
 at fair value         $95,073,504   $90,403,642   $5,939,202   $3,536,914   $25,264,139   $36,357,122   $5,556,031   $262,130,554
                       ===========   ===========   ==========   ==========   ===========   ===========   ==========   ============
</TABLE>


<TABLE>
Investment income from the Master Trust for the year ended December 31, 1999 is
summarized as follows:
<CAPTION>
                                                                                                         ACTIVE
                                                   SMALL        INTER-                                   FIXED-
                                     DISCIPLINED   COMPANY      NATIONAL     ENHANCED                    INCOME
                       COMPANY       EQUITY        EQUITY II    EQUITY       CASH          DIVERSIFIED   CORE
                       STOCK FUND    FUND          FUND         FUND         FUND          FUND          FUND         TOTAL
<S>                    <C>           <C>           <C>          <C>          <C>           <C>           <C>          <C>
Net appreciation
 in fair value of
 investments           $15,627,185   $15,265,177   $1,690,909   $  901,360   $ 1,416,290   $ 4,261,467   $    9,284   $ 39,171,672
Dividends                1,058,186                                                                                       1,058,186
Interest                    31,081         1,752          265          246           503           516          189         34,552
                       -----------   -----------   ----------   ----------   -----------   -----------   ----------   ------------

Total                  $16,716,452   $15,266,929   $1,691,174   $  901,606   $ 1,416,793   $ 4,261,983   $    9,473   $ 40,264,410
                       ===========   ===========   ==========   ==========   ===========   ===========   ==========   ============

Plan's equity in net
 earnings of Master
 Trust                 $ 6,993,718   $ 2,766,792   $  487,855   $  315,475   $   388,165   $   610,722   $    1,147   $ 11,563,874
                       ===========   ===========   ==========   ==========   ===========   ===========   ==========   ============
</TABLE>



<TABLE>
Assets of the Master Trust at December 31, 1998 are summarized as follows:
<CAPTION>
                                                                                                         ACTIVE
                                                   SMALL        INTER-                                   FIXED-
                                     DISCIPLINED   COMPANY      NATIONAL     ENHANCED                    INCOME
                       COMPANY       EQUITY        EQUITY II    EQUITY       CASH          DIVERSIFIED   CORE
                       STOCK FUND    FUND          FUND         FUND         FUND          FUND          FUND         TOTAL
<S>                    <C>           <C>           <C>          <C>          <C>           <C>           <C>          <C>
Investments, at fair
 value                 $82,686,007   $76,750,124   $4,587,218   $2,999,260   $26,401,544   $33,445,663   $6,050,716   $232,920,532
Accrued interest and
 dividends                   4,781           235           47            7            38            32           13          5,153
                       -----------   -----------   ----------   ----------   -----------   -----------   ----------   ------------

Total                  $82,690,788   $76,750,359   $4,587,265   $2,999,267   $26,401,582   $33,445,695   $6,050,729   $232,925,685
                       ===========   ===========   ==========   ==========   ===========   ===========   ==========   ============

Plan's investment in
 Master Trust          $34,611,087   $14,323,299   $1,175,473   $1,230,672   $ 7,345,085   $ 4,762,176   $1,062,084   $ 64,509,876
                       ===========   ===========   ==========   ==========   ===========   ===========   ==========   ============

Plan's percentage
 ownership interest
 in Master Trust               43%           19%          26%          41%           28%           14%          18%            28%
                       ===========   ===========   ==========   ==========   ===========   ===========   ==========   ============
</TABLE>


<TABLE>
Investments, at fair value, held by the Master Trust at December 31, 1998 are
summarized as follows:
<CAPTION>
                                                                                                         ACTIVE
                                                   SMALL        INTER-                                   FIXED-
                                     DISCIPLINED   COMPANY      NATIONAL     ENHANCED                    INCOME
                       COMPANY       EQUITY        EQUITY II    EQUITY       CASH          DIVERSIFIED   CORE
                       STOCK FUND    FUND          FUND         FUND         FUND          FUND          FUND         TOTAL
<S>                    <C>           <C>           <C>          <C>          <C>           <C>           <C>          <C>
The Procter & Gamble
 Company common stock  $82,247,171                                                                                    $ 82,247,171
Mutual funds                         $76,778,262   $4,596,117   $3,005,413   $26,409,391   $33,460,753   $6,048,229    150,298,165
Short-term invest-
 ments (overdraft)         438,836       (28,138)      (8,899)      (6,153)       (7,847)      (15,090)       2,487        375,196
                       -----------   -----------   ----------   ----------   -----------   -----------   ----------   ------------

Total investments at
 fair value            $82,686,007   $76,750,124   $4,587,218   $2,999,260   $26,401,544   $33,445,663   $6,050,716   $232,920,532
                       ===========   ===========   ==========   ==========   ===========   ===========   ==========   ============
</TABLE>


<TABLE>
Investment income from the Master Trust for the year ended December 31, 1998 is
summarized as follows:
<CAPTION>
                                                                                                         ACTIVE
                                                   SMALL        INTER-                                   FIXED-
                                     DISCIPLINED   COMPANY      NATIONAL     ENHANCED                    INCOME
                       COMPANY       EQUITY        EQUITY II    EQUITY       CASH          DIVERSIFIED   CORE
                       STOCK FUND    FUND          FUND         FUND         FUND          FUND          FUND         TOTAL
<S>                    <C>           <C>           <C>          <C>          <C>           <C>           <C>          <C>
Net appreciation
 (depreciation) in
 fair value of
 investments           $11,339,483   $18,695,385   $ (263,745)  $  396,904   $ 1,376,097   $ 4,973,756   $  416,005   $ 36,933,885
Dividends                1,029,974                                                                                       1,029,974
Interest                    49,241            54           83           22           129            41          125         49,695
                       -----------   -----------   ----------   ----------   -----------   -----------   ----------   ------------

Total                  $12,418,698   $18,695,439   $ (263,662)  $  396,926   $ 1,376,226   $ 4,973,797   $  416,130   $ 38,013,554
                       ===========   ===========   ==========   ==========   ===========   ===========   ==========   ============

Plan's equity in
 net earnings (losses)
 of  Master Trust      $ 4,878,628   $ 3,522,210   $  (74,025)  $  158,655   $   419,289   $   788,441   $   75,518   $  9,768,716
                       ===========   ===========   ==========   ==========   ===========   ===========   ==========   ============
</TABLE>



5.   DISTRIBUTIONS PAYABLE

     Distributions payable to participants at December 31, 1999 and 1998 are
     approximately $193,000 and $377,000, respectively.

                                   * * * * * *



<TABLE>
RICHARDSON-VICKS SAVINGS PLAN

SCHEDULE OF ASSETS HELD FOR INVESTMENT
(Schedule H Part IV Line 4i of Form 5500)
DECEMBER 31, 1999
- -----------------------------------------------------------------------------------------------------
<CAPTION>
IDENTITY OF ISSUE,
BORROWER, LESSOR                                                                             FAIR
OR SIMILAR PARTY       DESCRIPTION OF INVESTMENT                                COST         VALUE
<S>                    <C>                                                      <C>          <C>
Participant Loans      33 loans with maturities ranging from June
                       2000 to July 2009 and interest rates ranging from
                       8.5% - 10%                                               $  -         $208,083
                                                                                =====        ========
</TABLE>



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 ANNUAL REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED HEREUNTO
DULY AUTHORIZED.


                                   Richardson-Vicks Savings Plan



                                    /s/THOMAS J. MESS
Date:  June 22, 2000                --------------------------------------
                                    Thomas J. Mess
                                    Secretary for Trustees




                               EXHIBIT INDEX


Exhibit No.                                                 Page No.

  23                Consent of Deloitte & Touche



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>2
<FILENAME>0002.txt
<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 Registration Statement No.
333-14391 of The Procter & Gamble Company on Form S-8 of our report dated
April 26, 2000 appearing in this Annual Report on Form 11-K of the Richardson-
Vicks Savings Plan for the year ended December 31, 1999.


/s/DELOITTE & TOUCHE LLP
- ------------------------
DELOITTE & TOUCHE LLP
Cincinnati, Ohio
June 21, 2000










- ----------------
Deloitte Touche
Tohmatsu
International
- ----------------




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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