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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000080424-02-000012.txt : 20020415
<SEC-HEADER>0000080424-02-000012.hdr.sgml : 20020415
ACCESSION NUMBER:		0000080424-02-000012
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020331
ITEM INFORMATION:		Other events
FILED AS OF DATE:		20020319

FILER:

	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:		8-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-00434
		FILM NUMBER:		02578536

	BUSINESS ADDRESS:	
		STREET 1:		ONE PROCTER & GAMBLE PLZ
		CITY:			CINCINNATI
		STATE:			OH
		ZIP:			45202
		BUSINESS PHONE:		5139831100
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>mq3cvrv.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K/A

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)                  March 19, 2002


                          THE PROCTER & GAMBLE COMPANY
- -----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


    Ohio                          1-434                       31-0411980
- -----------------------------------------------------------------------------
(State or other            (Commission File Number)           (IRS Employer
jurisdiction of                                               Identification
incorporation)                                                Number)


One Procter & Gamble Plaza, Cincinnati, Ohio                  45202
- -----------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code   (513) 983-1100
                                                     --------------


ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

         On March 19, 2002, The Procter & Gamble Company (the "Company") issued
a news release with respect to an update on anticipated third quarter earnings.
P&G is filing this 8-K/A pursuant to the SEC's Regulation FD.


                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       THE PROCTER & GAMBLE COMPANY


                                       /s/LINDA D. ROHRER
                                       ------------------------------------
                                       Linda D. Rohrer, Assistant Secretary
                                       March 19, 2002




                                     Exhibit

1. News Release by The Procter & Gamble Company dated March 19, 2002.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>mq3rev.txt
<TEXT>
                                                           FOR IMMEDIATE RELEASE

                 PROCTER & GAMBLE - THIRD QUARTER 2001/02 UPDATE
                 -----------------------------------------------

       PROCTER & GAMBLE INCREASES TOP AND BOTTOM LINE GUIDANCE FOR QUARTER


         CINCINNATI, March. 19, 2002 - The Procter & Gamble Company today stated
that it expects earnings growth for the March 2002 quarter to exceed prior
guidance behind strong volume and cost performance. Core earnings per share
growth are expected to achieve the double-digit level and exceed current Wall
Street analysts' consensus estimates. This improvement is after adjusting the
base period for comparable accounting treatment for goodwill and intangible
assets.

          President & Chief Executive A. G. Lafley said, "We are seeing clear
progress on a broad range of businesses. Our focus on more choiceful business
strategies, better consumer value and improved cost and cash management is
starting to pay off. This is particularly encouraging in light of challenges in
the global economic environment."

         Volume growth is expected to increase nine to 10 percent behind the
Clairol acquisition and strong performances by the health care and fabric & home
care business units. Excluding the impact of acquisitions and divestitures,
volume growth is forecasted to be in the mid single digit range.

         Sales, excluding foreign exchange, are expected to finish the quarter
with growth in the high single digits. Foreign exchange is forecasted to
negatively impact the top line by about three percent due to weakness in the
euro, the Argentinean peso and the yen.

         The company's earnings improvement is being driven by a combination of
both volume growth and cost reductions, despite negative foreign exchange
effects. Operating margins for the quarter are expected to grow ahead of
previous guidance, aided by strong improvements in all business units.

         Lafley said, "We are pleased that we are delivering increased top and
bottom line growth. While we still have more to do, we feel good about P&G's
progress."

         For fiscal 2002, P&G said it remains comfortable with the guidance
range provided previously. Core earnings per share are expected to grow at a
rate that exceeds last fiscal year's growth, but not yet at the company's long
term growth target of double digits. Sales, excluding foreign exchange impacts,
should grow at a rate faster than last year but not yet at the company's long
term growth target of four to six percent. Foreign exchange is expected to
negatively affect the top-line growth by about two percent. The estimates
include the impact on the results from the planned spin merger of the Jif(R) and
Crisco(R) brands to the J. M. Smucker Company, which is expected to dilute
earnings per share in the final quarter of the fiscal year.

         All statements, other than statements of historical fact included in
this news release, are forward-looking statements, as that term is defined in
the Private Securities Litigation Reform Act of 1995. In addition to the risks
and uncertainties noted in this news release, there are certain factors that
could cause results to differ materially from those anticipated by some of the
statements made. These include the achievement of the business unit volume and
income growth projections, the achievement of the Company's cost containment
goals, the successful integration of the Clairol business, the timely and
successful closing of the Jif and Crisco spin/merge transaction, the continued
political and/or economic uncertainty in Latin America, any political and/or
economic uncertainty due to terrorist activities, the ability to successfully
manage and maintain key customer relationships including without limitation
K-mart, as well as factors listed in Management's Discussion and Analysis of
Financial Condition and Results of Operations in the Company's most recently
filed Forms 10-K and 8-Ks.

ABOUT PROCTER & GAMBLE
- ----------------------

         P&G markets more than 250 brands including Pampers(R), Tide(R),
Ariel(R), Always(R), Whisper(R), Pantene(R), Bounty(R), Pringles(R), Folgers(R),
Charmin(R), Downy(R), Lenor(R), Iams(R), Olay(R), Clairol Nice `n Easy(R),
Herbal Essences(R), Crest(R), Vicks(R) and Actonel(R). P&G employs nearly
106,000 people in more than 80 countries worldwide. For more information about
P&G, please visit our website at WWW.PG.COM.

                                      # # #

P&G MEDIA CONTACT:                          P&G INVESTOR RELATIONS CONTACT:
- -----------------                           ------------------------------

Linda L. Ulrey  - (513) 983-8975            John P. Goodwin  - (513) 983-2414


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