<DOCUMENT>
<TYPE>11-K
<SEQUENCE>1
<FILENAME>jesp01.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 11-K

\X\  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2001, 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: Employee Stock Purchase Plan (Japan),
     17, Koyo-cho Naka 1-chome, Higashinada-ku, Kobe, Hyogo 658-0032, Japan

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 1. Audited statement of financial condition as of the end of the latest two
        fiscal years of the plan (or such lesser period as the plan has been in
        existence). (See Page 2)

Item 2. Audited statement of income and changes in plan equity for each of the
        latest three fiscal years of the plan (or such lesser period as the plan
        has been in existence). (See Page 3)

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                           JAPAN EMPLOYEE SAVINGS PLAN


                    Financial Statements for the Years Ended
                        June 30, 2001, 2000, and 1999 and
                          Independent Auditors' Report





















--------------------------------------------------------------------------------
<PAGE>




Japan Employee Savings Plan

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



INDEPENDENT AUDITORS' REPORT                                                   1

FINANCIAL STATEMENTS:

    Statements of Net Assets Available for Benefits
       as of June 30, 2001 and 2000                                            2

    Statements of Changes in Net Assets Available for Benefits
       for the Years Ended June 30, 2001, 2000, and 1999                       3

    Notes to Financial Statements for the Years Ended June 30, 2001,
       2000, and 1999                                                          4




<PAGE>






INDEPENDENT AUDITORS' REPORT




To the Board of Directors of
    the Japan Employee Savings Plan:

We have audited the accompanying statements of net assets available for benefits
of the Japan Employee Savings Plan (the "Plan") as of June 30, 2001 and 2000,
and the related statements of changes in net assets available for benefits for
the years ended June 30, 2001, 2000, and 1999. 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 June 30, 2001
and 2000 and the changes in net assets available for benefits for the years
ended June 30, 2001, 2000, and 1999 in conformity with auditing standards
generally accepted in the United States of America.

Our audits also comprehended the translation of the Japanese yen amounts into
U.S. dollar amounts and, in our opinion, such translation has been made in
conformity with the basis stated in Note 3. The translation of the financial
statement amounts into U.S. dollars has been made solely for convenience.




September 7, 2001









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<TABLE>
<CAPTION>
JAPAN EMPLOYEE SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
June 30, 2001 and 2000
------------------------------------------------------------------------

                                                                Japanese Yen                      U.S. Dollars
                                                  ---------------------------------------      ------------------
                                                         2001                   2000                  2001
                                                         ----                   ----                  ----
<S>                                               <C>                   <C>                   <C>
ASSETS, At fair value:
    Cash                                          (Y)        15,923     (Y)     1,797,122     $          129
    The Procter & Gamble Company common stock
        (2001: 911,689 shares, cost(Y)6.2
        billion($50 million); 2000: 838,627
        shares, cost(Y)5.5 billion)                   7,202,343,100         4,989,830,650         58,271,384
                                                  -----------------     -----------------     --------------

                    Total assets                      7,202,359,023         4,991,627,772         58,271,513
                                                  -----------------     -----------------     --------------

NET ASSETS AVAILABLE FOR BENEFITS                 (Y) 7,202,359,023     (Y) 4,991,627,772     $   58,271,513
                                                  =================     =================     ==============


See notes to financial statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

JAPAN EMPLOYEE SAVINGS PLAN

Statements of Changes in Net Assets Available for Benefits
Years Ended June 30, 2001, 2000, and 1999
------------------------------------------------------------------------------------------------------------------------------------

                                                                                   Japanese Yen                        U.S. Dollars
                                                                --------------------------------------------------    --------------
                                                                    2001               2000               1999             2001
                                                                    ----               ----               ----             ----
<S>                                                            <C>               <C>                <C>                <C>
ADDITIONS:
    Investment income:
        Net appreciation (depreciation) in fair value
          of investments                                       (Y) 1,635,182,025 (Y)(3,967,866,298) (Y)(1,170,238,105) $ 13,229,628
        Dividend income                                               93,303,871        71,167,814         69,405,797       754,886
        Interest income                                                    5,229             2,006              4,578            42
        Other                                                                              490,983             79,373
                                                               ----------------- -----------------  -----------------  ------------
             Total investment income                               1,728,491,125    (3,896,205,495)    (1,100,748,357)   13,984,556

    Contributions by Procter & Gamble Far East, Inc.
      and Max Factor K.K.                                            224,782,400       221,599,300        96,690,100      1,818,628
    Employee contributions                                         1,307,728,658     1,372,202,572     1,150,621,655     10,580,329
                                                               ----------------  -----------------  ----------------   ------------
                    Total additions                                3,261,002,183    (2,302,403,623)      146,563,398     26,383,513
                                                               ----------------- -----------------  ----------------   ------------

DEDUCTIONS:
    Distributions and withdrawals to participants                 (1,048,475,216)     (729,401,640)   (1,046,710,700)    (8,482,809)
    Bank charges                                                          (2,940)           (8,330)         (109,665)           (24)
    Other                                                             (1,792,776)                                           (14,505)
                                                               ----------------- -----------------  ----------------   ------------
                    Total deductions                              (1,050,270,932)     (729,409,970)   (1,046,820,365)    (8,497,338)
                                                               ----------------- -----------------  ----------------   ------------

NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS       2,210,731,251    (3,031,813,593)     (900,256,967)    17,886,175

NET ASSETS AVAILABLE FOR BENEFITS:
    Beginning of year                                              4,991,627,772     8,023,441,365      8,923,698,332    40,385,338
                                                               ----------------- -----------------  -----------------  ------------

    End of year                                                (Y) 7,202,359,023 (Y) 4,991,627,772  (Y)8,023,441,365   $ 58,271,513
                                                               ================= =================  =================  ============


See notes to financial statements.
</TABLE>


<PAGE>

JAPAN EMPLOYEE SAVINGS PLAN

Notes to Financial Statements
--------------------------------------------------------------------------------
Years Ended June 30, 2001, 2000, and 1999
--------------------------------------------------------------------------------

1.   PLAN DESCRIPTION

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

     GENERAL - Prior to April 1, 2001, the Plan includes the Employee's
     Shareholding Association of Procter & Gamble Far East, Inc., Japan Branch,
     established May 1986, and the Employee's Shareholding Association of Max
     Factor K.K., established January 1994, for employees and executives of
     Procter & Gamble Far East, Inc., Japan Branch and Max Factor K.K.
     (collectively the "Companies") as a union under the provisions of Article
     667 paragraph 1 of the Japanese Civil Law. Effective April 1, 2001, the
     Employee's Shareholding Association of Max Factor K.K. was merged with the
     Employee's Shareholding Association of Procter & Gamble Far East, Inc.,
     Japan Branch, to create the Employees' Shareholding Association of P&G
     Group. The purpose of the Plan is to contribute to the formation of assets
     by its participants by facilitating their acquisition of the common stock
     of The Procter & Gamble Company (the "Stock"), the Companies' parent
     company. Although the Companies have not indicated any intent to do so, the
     Companies have the right under the Plan to terminate the Plan.

     CONTRIBUTIONS - Participants may contribute in units of 1,000 yen, up to
     100 units monthly, and three times the monthly contributions from bonuses.
     The Companies contributed 10% of participants' contributions up to 30 units
     monthly and 90 units at the payment of bonuses until August 31, 1999.
     Effective September 1, 1999, the Companies' contribution was increased from
     10% of participants' contributions to 20%. All contributions are invested
     in the Stock.

     U.S. TAXATION AND ERISA - The Plan is not subject to taxation in the United
     States, nor the provisions of the Employee Retirement Income Security Act
     of 1974 ("ERISA").

     PARTICIPANT ACCOUNTS - Each participant's account is credited with the
     participant's contribution and allocations of (a) the Companies'
     contributions and (b) earnings of the Plan. The benefit to which a
     participant is entitled is the benefit that can be provided from the
     participant's vested account.

     VESTING - Participants are immediately vested in their contributions, the
     Companies' matching contributions and actual earnings.

     WITHDRAWAL - Participants may withdraw the allotted shares of the Stock in
     multiples of 100 shares at any time. In the event that participants
     withdraw from the Plan on termination of service or by their request, the
     allotted shares of the Stock in multiples of one share plus cash at the
     amount of the residual share at fair value shall be returned to them.

     ADMINISTRATION - The Plan is administered by the Human Resources
     Department of Procter & Gamble Far East, Inc., Japan Branch.  A
     portion of the administrative work of the Plan is entrusted to
     Daiwa Securities SMBC Co., Ltd.

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 Stock
     is valued at the closing price on an established security exchange. Income
     from investments is recognized when earned and is allocated to each
     participant's account by the Plan's recordkeeper.




<PAGE>



     EXPENSES OF THE PLAN - Investment management expenses are paid by the
     Companies.

     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.

3.   U.S. DOLLAR AMOUNTS

     U.S. dollar amounts presented in the financial statements are
     included solely for the convenience of the reader.  These
     translations should not be construed as representations that the
     yen amounts actually represent, or have been or could be
     converted into U.S. dollars.  As the amounts shown in U.S.
     dollars are for convenience only, the rate of(Yen)123.6=U.S.$1, the
     approximate current rate at June 30, 2001, has been used for the
     purpose of presentation of the U.S. dollar amounts in the
     accompanying financial statements.

                                   * * * * * *



THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused the Annual Report to be signed on its behalf by the undersigned,
thereunto duly authorized, on September 7, 2001.

EMPLOYEE STOCK PURCHASE PLAN (JAPAN)

By:  P&G GROUP EMPLOYEE'S SHAREHOLDING ASSOCIATION


By:  /s/ TAKANAO MASUTANI
     ----------------------------
     Takanao Masutani
     Chairman



<PAGE>
                                  EXHIBIT INDEX


Exhibit No.                                                        Page No.

    23                Consent of Deloitte & Touche

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</DOCUMENT>
