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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000080424-02-000050.txt : 20020912
<SEC-HEADER>0000080424-02-000050.hdr.sgml : 20020912
<ACCEPTANCE-DATETIME>20020912171613
ACCESSION NUMBER:		0000080424-02-000050
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020630
ITEM INFORMATION:		
FILED AS OF DATE:		20020912

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
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-00434
		FILM NUMBER:		02762863

	BUSINESS ADDRESS:	
		STREET 1:		ONE PROCTER & GAMBLE PLZ
		CITY:			CINCINNATI
		STATE:			OH
		ZIP:			45202
		BUSINESS PHONE:		5139831100
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>cert4460.txt
<DESCRIPTION>CERT4460
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                  CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act Of 1934


Date of Report (Date of earliest event reported)              September 12, 2002



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


          Ohio                          1-434                       31-0411980
- --------------------------------------------------------------------------------
 (State or other jurisdiction       (Commission                 (IRS Employer
    of incorporation)                File Number)            Identification No.)


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 9.  REGULATION FD DISCLOSURE.

         On September 12, 2002, the Chief Executive Officer, A.G. Lafley, and
Chief Financial Officer, Clayton C. Daley, Jr., of the Registrant delivered to
the Secretary of the Securities and Exchange Commission in accordance with SEC
Order No. 4-460 statements under oath regarding facts and circumstances relating
to the Annual Report of the Registrant on Form 10-K for the fiscal year ended
June 30, 2002. Copies of the statements are attached as Exhibits 99.1 and 99.2.



                                    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
                                        September 12, 2002


                                    Exhibits

99.1    Statement Under Oath of Principal Executive Officer Regarding Facts
        and Circumstances Relating to Exchange Act Filings.

99.2    Statement Under Oath of Principal Financial Officer Regarding Facts
        and Circumstances Relating to Exchange Act Filings.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>ex991.txt
<DESCRIPTION>CEOCERT
<TEXT>
       STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS
               AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, A.G. Lafley, state and attest that:

(1)   To the best of my knowledge, based upon a review of the covered
      reports of The Procter & Gamble Company, and, except as corrected or
      supplemented in a subsequent covered report:

         * no covered report contained an untrue statement of a material fact
           as of the end of the period covered by such report; and
         * no covered report omitted to state a material fact necessary to
           make the statements in the covered report, in light of the
           circumstances under which they were made, not misleading as
           of the end of the period covered by such report.

(2)   I have reviewed the contents of this statement with the Company's audit
      committee.

(3)   In this statement under oath, each of the following, if filed on or
      before the date of this statement, is a "covered report":

         * the Annual Report on Form 10-K of The Procter & Gamble Company
           filed with the Commission on September 12, 2002;
         * all reports on Form 10-Q, all reports on Form 8-K and all
           definitive proxy materials of The Procter & Gamble Company
           filed with the Commission subsequent to the filing of the Form
           10-K identified above; and
         * any amendments to any of the foregoing.


         /S/A.G. LAFLEY
- --------------------------------------------
A.G. Lafley
September 12, 2002





[NOTARIAL SEAL]

STATE OF OHIO                           )
                                        ) ss:
COUNTY OF HAMILTON                      )

Before me, a Notary Public in and for the State of Ohio, personally appeared the
above named A.G. Lafley who acknowledged that he did sign the foregoing
instrument and that the same is his free act and deed.

Dated  September 12, 2002


                                           /S/MARIA L. CARVER
                                          --------------------------------------
                                          Notary Public, State of Ohio
                                          My Commission Expires:


                                                        MARIA I. CARVER
                                                  NOTARY PUBLIC, STATE OF OHIO
                                                MY COMMISSION EXPIRES 11-04-06

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>ex992.txt
<DESCRIPTION>CFOCERT
<TEXT>
       STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS
               AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Clayton C. Daley, Jr., state and attest that:

(1)   To the best of my knowledge, based upon a review of the covered
      reports of The Procter & Gamble Company, and, except as corrected or
      supplemented in a subsequent covered report:

         * no covered report contained an untrue statement of a material fact
           as of the end of the period covered by such report; and
         * no covered report omitted to state a material fact necessary
           to make the statements in the covered report, in light of the
           circumstances under which they were made, not misleading as
           of the end of the period covered by such report.

(2)   I have reviewed the contents of this statement with the Company's
      audit committee.

(3)   In this statement under oath, each of the following, if filed on or
      before the date of this statement, is a "covered report":

         * the Annual Report on Form 10-K of The Procter & Gamble Company
           filed with the Commission on September 12, 2002;
         * all reports on Form 10-Q, all reports on Form 8-K and all
           definitive proxy materials of The Procter & Gamble Company
           filed with the Commission subsequent to the filing of the Form
           10-K identified above; and
         * any amendments to any of the foregoing.


         /S/CLAYTON C. DALEY, JR.
- ------------------------------------
Clayton C. Daley, Jr.
September 12, 2002



STATE OF OHIO                           )
                                        )  ss:
COUNTY OF HAMILTON                      )

Before me, a Notary Public in and for the State of Ohio,  personally  appeared
the above named Clayton C. Daley,  Jr. who  acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.

Dated    9-12-02
       -------------------------



                                               /S/SUSAN M. RUHE
                                              ----------------------------------
                                              Notary Public, State of Ohio
                                              My Commission Expires:

[NOTARIAL SEAL]

SUSAN M. RUHE
Notary Public, State of Ohio
My Commission Expires 12-13-05


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