Exhibit 5

                        OPINION OF TERRY L. OVERBEY, ESQ.

                          The Procter & Gamble Company
                                 Legal Division
              1 Procter & Gamble Plaza, Cincinnati, Ohio 45202-3315


December 12, 2001


The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, Ohio 45202


Gentlemen/Mesdames:

This opinion is rendered for use in connection with the Registration Statement
on Form S-8, registering 95,000,000 shares of the Company's Common Stock,
without par value (the "Shares"), to be offered as set forth in the Registration
Statement for The Procter & Gamble 2001 Stock and Incentive Compensation Plan.

As counsel for the Company, I have examined and I am familiar with originals or
copies, certified or otherwise, identified to my satisfaction, of such statutes,
documents, corporate records, certificates of public officials and other
instruments as I have deemed necessary for the purpose of this opinion including
the Amended Articles of Incorporation, Regulations and By-Laws of the Company,
The Procter & Gamble 2001 Stock and Incentive Compensation Plan, the records of
proceedings of the shareholders and directors of the Company and such other
instruments which I consider pertinent.

Upon the basis of the foregoing, I am of the opinion that when issued,
delivered, and paid for in accordance with this Registration Statement and The
Procter & Gamble 2001 Stock and Incentive Compensation Plan and after the filing
of this Registration Statement with the Securities and Exchange Commission, the
Shares will be validly and legally issued and will be fully paid and
non-assessable.

I express no opinion as to the laws of any jurisdiction other than the laws of
the State of Ohio.

The opinion set forth herein is expressed solely for the benefit of the
addressee hereof and may not be relied upon by any other person or entity
without my prior written consent.

I hereby consent to the filing of this opinion as Exhibit (5) to the
Registration Statement and to the reference to my name in the Registration
Statement.

Very truly yours,



/s/TERRY L. OVERBEY
--------------------------------------
Terry L. Overbey
Secretary and Associate
   General Counsel