-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000918866-01-000002.txt : 20010214
<SEC-HEADER>0000918866-01-000002.hdr.sgml : 20010214
ACCESSION NUMBER:		0000918866-01-000002
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20010213

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PROCTER & GAMBLE CO
		CENTRAL INDEX KEY:			0000080424
		STANDARD INDUSTRIAL CLASSIFICATION:	SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840]
		IRS NUMBER:				310411980
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		
		SEC FILE NUMBER:	005-12054
		FILM NUMBER:		1536256

	BUSINESS ADDRESS:	
		STREET 1:		ONE PROCTER & GAMBLE PLZ
		CITY:			CINCINNATI
		STATE:			OH
		ZIP:			45202
		BUSINESS PHONE:		5139831100

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PROCTER & GAMBLE PROFIT SHARING TR & ESOP RETIREMENT DIST TR
		CENTRAL INDEX KEY:			0000918866
		STANDARD INDUSTRIAL CLASSIFICATION:	SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840]
		IRS NUMBER:				310972657
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		ONE PROCTER & GAMBLE PLZ
		CITY:			CINCINNATI
		STATE:			OH
		ZIP:			45202
		BUSINESS PHONE:		5139831100

	MAIL ADDRESS:	
		STREET 1:		ONE PROCTER & GAMBLE PLAZA
		CITY:			CINCINNATI
		STATE:			OH
		ZIP:			45202
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  SCHEDULE 13G

                  Under the Securities Exchange Act of 1934
                               (Amendment No. 10)

                          The Procter & Gamble Company
                                (Name of Issuer)

                  The Procter & Gamble Company Common Stock
                         (Title of Class of Securities)

                                 742718 10 9
                                 (CUSIP Number)

CUSIP No. 742718 10 9
- ----------------------------------------------------------------------------

1)   Names of Reporting Persons; S.S. or I.R.S. Identification
     Nos. of Above Persons

     The Trustees of the Retirement Trust of The Procter & Gamble Profit Sharing
     Trust and Employee Stock Ownership Plan; I.R.S. Identification Number
     31-0972657
- ----------------------------------------------------------------------------

2)   Check the Appropriate Box if a Member of a Group:

     (a)  Not Applicable

     (b)  Not Applicable
- ----------------------------------------------------------------------------

3)   SEC Use Only
- ----------------------------------------------------------------------------

4)   Citizenship or Place of Organization:

     Two Procter & Gamble Plaza, Cincinnati, Ohio 45202
- ----------------------------------------------------------------------------

Number of      (5)  Sole Voting Power:  0
Shares Bene-   _____________________________________________________________
ficially
Owned by       (6)  Shared Voting Power:  As of December 31, 2000, 83,006,934
Each Report-        shares of Common Stock.  Under the terms of the Trust,
ing Person          Plan participants are entitled to instruct the Trustees
with:               on how to vote shares allocated to their accounts.
               ------------------------------------------------------------

               (7)  Sole Dispositive Power:  As of December 31, 2000,
                    83,006,934 shares of Common Stock.
               ------------------------------------------------------------

               (8)  Shared Dispositive Power:  0
               ------------------------------------------------------------

9)   Aggregate Amount Beneficially Owned by Each Reporting Person:

     As of December 31, 2000, 83,006,934 shares of Common Stock.
- ----------------------------------------------------------------------------

10)  Check if the Aggregate Amount in Row (9) Excludes Certain Shares:

                                 Not Applicable
- ----------------------------------------------------------------------------

11)  Percent of Class Represented by Amount in Row 9:  6.0%
- ----------------------------------------------------------------------------

12)  Type of Reporting Person:  EP
- ----------------------------------------------------------------------------

                                  SCHEDULE 13G

Item 1(a) -    Name of Issuer:  The Procter & Gamble Company

Item 1(b) -    Address of Issuer's Principal Executive Offices:

               One Procter & Gamble Plaza, Cincinnati, Ohio 45202

Item 2(a) -    Name of Person Filing:   The Trustees of the Retirement
                                        Trust of The Procter & Gamble
                                        Profit Sharing Trust and
                                        Employee Stock Ownership Plan

Item 2(b) -    Address of Principal Business Office:

               Two Procter & Gamble Plaza, Cincinnati, Ohio 45202

Item 2(c) -    Citizenship:  The Trust is organized under the laws of the
                             United States; its offices are located in the
                             State of Ohio

Item 2(d) -    Title of Class of Securities:

               The Procter & Gamble Company Common Stock

Item 2(e) -    CUSIP Number:  742718 10 9

Item 3    -    If this statement is filed pursuant to Rules 13d-1(b), or
               13d-2(b), check whether the person filing is a:

               (f)     x     Employee Benefit Plan, Pension Fund which is
                             subject to the provisions of the Employee
                             Retirement Income Security Act of 1974 or
                             Endowment Fund

Item 4    -    Ownership:

               (a)  Amount Beneficially Owned:  As of December 31, 2000,
                    83,006,934 shares of Common Stock.

               (b)  Percent of Class:  6.0% (Rounded to nearest tenth)

               (c)  Number of shares as to which such person has:

                      (i)    Sole Power to Vote or to Direct the Vote:  0

                     (ii)    Shared Power to Vote or to Direct the Vote:  As of
                             December 31, 2000, 83,006,934 shares of Common
                             Stock.  Under the terms of the Trust, Plan
                             participants are entitled to instruct the Trustees
                             on how to vote shares allocated to their accounts.

                    (iii)    Sole Power to Dispose or to Direct the Disposition
                             of: As of December 31, 2000, 83,006,934 shares of
                             Common Stock.

                     (iv)    Shared Power to Dispose or to Direct the
                             Disposition of: 0

Item 5    -    Ownership of Five Percent or Less of a Class:  Not Applicable

Item 6    -    Ownership of More than Five Percent on Behalf of Another
               Person:  Not Applicable

Item 7    -    Identification and Classification of the Subsidiary Which
               Acquired the Security Being Reported on By the Parent Holding
               Company:  Not Applicable

Item 8    -    Identification and Classification of Members of the Group:
               Not Applicable

Item 9    -    Notice of Dissolution of Group:  Not Applicable

Item 10   -    Certification:

               By signing below I certify that, to the best of my knowledge and
               belief, the securities referred to above were acquired in the
               ordinary course of business and were not acquired for the purpose
               of and do not have the effect of changing or influencing the
               control of the issuer of such securities and were not acquired in
               connection with or as a participant in any transaction having
               such purposes or effect.


                                    SIGNATURE

               After reasonable inquiry and to the best of my  knowledge and
               belief, I certify that the information set forth in this
               statement is true, complete and correct.

               The filing of this statement shall not be construed as an
               admission that such person named in Item 2(a) is, for the
               purposes of Section 13(d), or 13(g) of the Securities Exchange
               Act or any other section of such Act, the beneficial owner of any
               securities covered by the statement.

               Dated:  February 13, 2001

                                        The Retirement Trust of The Procter
                                        & Gamble Profit Sharing Trust and
                                        Employee Stock Ownership Plan



                                        /s/T. J. MESS
                                        -----------------------------------
                                        T. J. Mess, Secretary to the
                                        Trustees of the Plan
                                        February 13, 2001




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