Registration No. 333-14391


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                 AMENDMENT NO. 1

                         POST EFFECTIVE AMENDMENT NO. 1

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933


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

         Ohio                                              31-0411980
(State of Incorporation)                    (I.R.S. Employer Identification No.)

   One Procter & Gamble Plaza, Cincinnati, Ohio                    45202
     (Address of Principal Executive Offices)                    (Zip Code)


                          RICHARDSON-VICKS SAVINGS PLAN
                            (Full title of the Plan)

                           Terry L. Overbey, Secretary
                          The Procter & Gamble Company
                           One Procter & Gamble Plaza
                             Cincinnati, Ohio 45202
                     (Name and address of agent for service)

                                 (513) 983-4463
          (Telephone number, including area code, of agent for service)



                                                                 Total Pages = 2





Reduction in the number of shares of Common Stock of The Procter & Gamble
Company registered under Registration Statement No. 333-14391

                                     SUMMARY

The Procter & Gamble Company terminated the Richardson-Vicks Savings Plan on
March 1, 2002, and the last share equivalents granted under the Plan were
redeemed on or before February 28, 2002. Of the 1,000,000 shares (as adjusted
for the stock split that occurred on August 22, 1997) registered on Registration
Statement, Form S-8, No. 333-14391, share equivalents eligible to be redeemed
for 954,110 shares had either not been granted or had not been so redeemed by
February 28, 2002. Therefore, the undersigned agent for service hereby
deregisters the following amount of securities registered on the aforesaid
Registration Statement:

         Shares of the Common Stock of             954,110 shares
         The Procter & Gamble Company

This leaves 45,890 shares of the Common Stock of The Procter & Gamble Company
currently registered under Registration Statement, Form S-8, No. 333-14391.

In accordance with Rule 478(a)(4), as agent for service I have signed this
amendment to the Registration Statement on the date set below my name.


TERRY L. OVERBEY
- ---------------------------
Terry L. Overbey, Secretary
September 10, 2002