8-K

                       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)           March 7, 2000


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


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


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


Registrant's telephone number, including area code   (513) 983-1100
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ITEM 5.  OTHER EVENTS

     On March 7, 2000, The Procter & Gamble Company (the "Company") issued a
news release with respect to its expected financial results.

                                    SIGNATURE

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

                                       THE PROCTER & GAMBLE COMPANY


                                       /S/TERRY L. OVERBEY
                                       ------------------------------------
                                       Terry L. Overbey, Secretary
                                       March 7, 2000



                                     Exhibit

1.  Press Release by The Procter & Gamble Company dated March 7, 2000.

EX-99

                                     EXHIBIT

                                                           FOR IMMEDIATE RELEASE

                P&G TO DELIVER 7-8% SECOND HALF TOP LINE GROWTH,

                            REVISES EARNINGS OUTLOOK

     CINCINNATI, March 7, 2000 -- The Procter & Gamble Company today said that
it expects to deliver top line sales growth of 7-8 percent for the second half
of the fiscal year, more than double last year's rate for the same period, but
revised its earnings outlook. The changes in earnings expectations trace to
several unanticipated events not offset by cost savings.

     P&G said that it expects core third quarter earnings per share (EPS) on a
diluted basis to be 10 to 11 percent below year-ago, compared to its previous
guidance of a 7-9 percent increase. EPS growth for the fourth quarter is
expected to be between 16 and 18 percent, versus year-ago.

     Resulting core net earnings per-share-growth for the fiscal year are
expected to be about 7 percent, versus the 13 percent originally anticipated.
P&G also said it is comfortable with next year's guidance of 6-8 percent top
line growth and an increase in earnings per share on this revised base at the
upper end of the 13-15 percent range.

     "Our strategy of driving growth through innovation is working and has
jump-started top line growth. This year's growth progress has been achieved in
half the time we expected, even in a year of unprecedented organizational
change. We are getting more innovations to market faster because of our
Organization 2005 structure and culture changes," said P&G's Chief Executive
Durk I. Jager.

     "Nonetheless, I am deeply disappointed we have not made more progress in
driving profit growth. We are making changes in the way we launch initiatives to
better balance long-term growth and near-term earnings, and are re-sharpening
our focus on cost reduction. We have proven we can grow sales at a high
single-digit rate; we must do it more efficiently to deliver much stronger
earnings growth in the future."

     Several unexpected events since P&G's last forecast are impacting the
change in earnings expectations. They include:

 .    Higher-than-anticipated pulp costs not fully covered by cost savings and
     pricing, as well as higher costs of petroleum-based raw materials.

 .    Higher manufacturing, inventory, and logistical costs in Europe associated
     with a large number of new initiatives launched in the region at a time of
     unprecedented organizational change.

 .    A shift in a milestone payment and minor asset sales from January-March to
     April-June. The majority of this impact is associated with a delay in the
     US approval of P&G's osteoporosis drug, Actonel. Actonel just received
     regulatory approval from twelve new countries in Europe. US approval is
     expected shortly.

 .    Aggressive competitive pricing, primarily in Argentina, Brazil and Chile,
     associated with the launch of several new brands. P&G has established
     encouraging initial share positions and is committed to success in the
     region.

     "We remain confident that the improvements we are making through
Organization 2005, along with renewed cost focus, will create sustained 6-8
percent top line growth rates and 13 to 15 percent earnings-per-share
increases," continued Jager. "This has been a transition year. Going forward we
are going to focus on P&G basics -- hard-nosed cost management and commitment to
deliver expectations -- as well as accelerating sales growth.

     "We have a strong new product pipeline. In January, we announced that four
more new-to-the-world products would get broader market exposure in the US over
the next few months: Mr. Clean Antibacterial Wipes; Fit Fruit and Vegetable
Wash; Thermacare heat wraps; and Impress, a revolutionary new food wrap. We have
a further ten to fifteen new products that will get market exposure over the
next year or two.

     "Organization 2005 is absolutely right. It delivers more robust strategies,
more innovation, more speed," added Jager. "We have demonstrated that we can
grow sales significantly faster. We are committed to applying the same stretch
mindset to cost reduction that we've successfully applied to accelerating sales
growth. I remain very confident about the future. Consequently, we will continue
to use our free cash flow to repurchase shares as part of our ongoing
discretionary stock repurchase program."

     Procter & Gamble markets approximately 300 brands to nearly five billion
consumers in over 140 countries. These brands include Tide, Ariel, Crest,
Pantene Pro-V, Always, Whisper, Pringles, Pampers, Oil of Olay, and Vicks. Based
in Cincinnati, Ohio, USA, P&G has on-the-ground operations in over 70 countries
and employs more than 110,000 people worldwide.

     This news release contains 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 factors are listed in Management's Discussion
and Analysis of Financial Condition and Results of Operations in the Company's
most recently filed annual report on Form 10-K for the Fiscal Year ended June
30, 1999, and quarterly report on Form 10-Q for the fiscal quarter ended
December 31, 1999.

                                     # # #

NOTES FOR EDITORS

P&G's conference call remarks to financial analysts will be recorded and
available for listening for a 24-hour period beginning at 9:30 a.m. today.
Persons interested in listening to the call tape should call 1-800-289-0579
(international callers should telephone 719-457-2550) and use confirmation code
205516. A copy of the conference call remarks will also be posted on our website
concurrent with the call.

Worldwide Website:  http://www.pg.com

P&G Contacts

Simon Denegri (513) 983 9332

Linda L. Ulrey (513) 983-8975