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)           September 5, 2001


                          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
                                                     --------------


ITEM 5.  OTHER EVENTS

     Procter & Gamble today stated that it continues to be comfortable  with its
prior  guidance on the September  quarter and for Fiscal Year 2002. On August 7,
2001, the Company estimated that July-September core earnings per share would be
up   low-to-mid   single  digits  vs.  the  prior  year's   September   quarter.
Additionally, the Company estimated that core earnings per share for Fiscal 2002
were expected to grow at a rate that equals or exceeds the prior year's  growth,
but not yet at the Company's double-digit earnings growth target.


                                    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


                                       TERRY L. OVERBEY
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                                       Terry L. Overbey, Secretary
                                       September 5, 2001






                                     Exhibit

1.       The Procter & Gamble Company statement dated September 5, 2001.

EX-99

                                                               September 5, 2001

The Procter & Gamble Company ("the Company") confirmed today that it continues
to be comfortable with its prior guidance for the September quarter and for
Fiscal Year 2002. On August 7, 2001, the Company estimated that July-September
core earnings per share would be up low-to-mid single digits vs. the prior
year's September quarter. Additionally, the Company estimated that core earnings
per share for Fiscal 2002 were expected to grow at a rate that equals or exceeds
the prior year's growth, but not yet at the Company's double-digit earnings
growth target.

This guidance excludes any impact on results from the pending Clairol
acquisition, a potential transaction with The Coca-Cola Company, or the
divestitures of Crisco or Jif brands. The guidance includes the impact of the
elimination of goodwill amortization, affecting both current year estimates and
base period results. This accounting change is expected to positively impact the
September quarter estimate and its base period comparison by about $0.03 per
share, and should positively impact Fiscal Year 2001 results and Fiscal 2002
estimates by about $.13 to $.15 per share.

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 8-K, there are certain factors that could cause
results to differ materially from those anticipated by some of the statements
made. These include achievement of the business unit growth projections; the
successful execution of current restructuring programs within the company's
planned timing, including achievement of expected cost and tax savings and
successful management of organizational and work process restructuring; the
ability to achieve business plans, including volume growth and pricing plans,
despite high levels of competitive activity, especially with respect to product
categories and geographical markets in which the company has chosen to focus;
the achievement of growth in significant developing markets such as China,
Korea, the Southern Cone of Latin America and the countries of Central and
Eastern Europe; the successful and timely execution of planned brand
divestitures; the timely execution of definitive agreements and the receipt of
timely and successful regulatory clearances with respect to a transaction with
The Coca-Cola Company; the timely and successful receipt of regulatory
clearances and subsequent successful integration of the Clairol business, 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.
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