<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
\X\ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED] for the fiscal year ended June 30, 1994, or
\ \ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED] for the transition period from
________________ to ______________________
Commission file number 001-00434
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below: The Procter & Gamble Profit Sharing Trust
and Employee Stock Ownership Plan, The Procter & Gamble Company, Two
Procter & Gamble Plaza, Cincinnati, Ohio 45202.
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: The Procter & Gamble Company,
One Procter & Gamble Plaza, Cincinnati, Ohio 45202.
REQUIRED INFORMATION
Item 4. Plan Financial Statements and Schedules Prepared in Accordance
With the Financial Reporting Requirements of ERISA
<PAGE>
THE PROCTER & GAMBLE
PROFIT SHARING TRUST AND
EMPLOYEE STOCK OWNERSHIP
PLAN
Financial Statements and Supplemental
Schedule for the Years Ended June 30, 1994
and 1993 and Independent Auditors' Report
<PAGE>
THE PROCTER & GAMBLE PROFIT SHARING TRUST
AND EMPLOYEE STOCK OWNERSHIP PLAN
TABLE OF CONTENTS
- - --------------------------------------------------------------------------
PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits, June 30, 1994 and
1993 2
Statements of Changes in Net Assets Available for Benefits for the
Years Ended June 30, 1994 and 1993 3
Notes to Financial Statements for the Years Ended June 30, 1994 and
1993 4
SUPPLEMENTAL SCHEDULE:
Assets Held for Investment, Item 27a of Form 5500, June 30, 1994 10
SCHEDULES OMITTED - The following schedules were omitted because of
the absence of conditions under which they are required:
Assets Acquired and Disposed Within the Plan Year
Party-In-Interest Transactions
Obligations In Default
Leases In Default
Reportable Transactions for the Year Ended June 30, 1994
<PAGE>
Deloitte & Touche LLP
- - ---------------------
Logo
---------------------------------------------------
250 East Fifth Street Telephone: (513) 784-7100
P.O. Box 5340
Cincinnati, Ohio 45201-5340
INDEPENDENT AUDITORS' REPORT
The Policy Committee of
The Procter & Gamble Profit Sharing Trust
and Employee Stock Ownership Plan:
We have audited the accompanying statements of net assets available for
benefits of The Procter & Gamble Profit Sharing Trust and Employee Stock
Ownership Plan (Plan) as of June 30, 1994 and 1993, and the related
statements of changes in net assets available for benefits for the years
then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at June 30,
1994 and 1993, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule
listed in the Table of Contents is presented for the purpose of additional
analysis and is not a required part of the basic financial statements, but
is supplementary information required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. This schedule is the responsibility of the
Plan's management. Such schedule has been subjected to the auditing
procedures applied in the audit of the basic 1994 financial statements and,
in our opinion, is fairly stated in all material respects when considered
in relation to the basic 1994 financial statements taken as a whole.
/s/DELOITTE & TOUCHE LLP
- - ------------------------------
Deloitte & Touche LLP
September 2, 1994
- - ----------------
Deloitte Touche
Tohmatsu
International
- - ----------------
<PAGE>
<TABLE>
THE PROCTER & GAMBLE PROFIT SHARING TRUST
AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 1994 AND 1993
___________________________________________________________________________
_________________________
<CAPTION>
1994
1993
<S> <C>
<C>
INVESTMENTS, AT MARKET VALUE:
Short-term investments, plus accrued interest $ 93,598,902 $
96,488,288
Money market and bond funds 87,553,372
27,264,941
The Procter & Gamble Company common stock -
82,088,903 shares (cost, $2,070,723,317)
at June 30, 1994; 88,553,349 shares (cost,
$1,995,006,542) at June 30, 1993 4,381,495,198
4,604,774,148
The Procter & Gamble Company ESOP Convertible
Class A Preferred Stock:
Series A - 34,269,348 shares (cost, $942,406,635)
at June 30, 1994; 35,246,871 shares (cost,
$969,269,861) at June 30, 1993 1,829,126,450
1,832,837,292
Series B - 19,142,418 shares (cost, $1,000,000,000)
at June 30, 1994 and 1993 1,021,726,561
1,000,000,000
Deferred annuities 199,367,770
439,820,372
-------------- -
- - -------------
Total investments 7,612,868,253
8,001,185,041
-------------- -
- - -------------
ACCOUNTS RECEIVABLE:
Contributions from The Procter & Gamble Company 139,491,316
147,391,187
Dividends receivable (preferred stock) 12,623,561
5,488,747
-------------- -
- - -------------
Total accounts receivable 152,114,877
152,879,934
-------------- -
- - -------------
LOANS TO PARTICIPANTS 59,912,330
66,668,991
-------------- -
- - -------------
Total assets 7,824,895,460
8,220,733,966
-------------- -
- - -------------
LIABILITIES:
Interest payable on notes and debentures 67,485,332
70,262,899
Notes payable (Series A Preferred Stock) 787,197,415
836,585,455
Debentures (Series B Preferred Stock) 1,000,000,000
1,000,000,000
-------------- -
- - -------------
Total liabilities 1,854,682,747
1,906,848,354
-------------- -
- - -------------
NET ASSETS AVAILABLE FOR BENEFITS $5,970,212,713
$6,313,885,612
-------------- -
- - -------------
-------------- -
- - -------------
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
- 2 -
<PAGE>
<TABLE>
THE PROCTER & GAMBLE PROFIT SHARING TRUST
AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED JUNE 30, 1994 AND 1993
___________________________________________________________________________
_________________________
<CAPTION>
1994
1993
<S> <C>
<C>
ADDITIONS:
Investment income:
Net increase in market value of investments $ 208,484,918 $
752,580,295
Dividends 258,174,091
252,433,918
Interest on investments 39,133,490
52,643,274
Interest on loans to participants 4,793,006
5,974,430
-------------- -
- - -------------
Investment income 510,585,505
1,063,631,917
Contributions by The Procter & Gamble Company
(Net of forfeitures of $1,323,762 in 1994
and $1,061,306 in 1993) 199,728,316
205,973,187
-------------- -
- - -------------
Total additions, net 710,313,821
1,269,605,104
-------------- -
- - -------------
DEDUCTIONS:
Distributions to participants:
The Procter & Gamble Company common stock -
10,707,698 shares (cost, $256,201,027) in 1994;
8,784,746 shares (cost, $197,527,282) in 1993 (584,099,076)
(434,444,782)
Cash (302,014,934)
(229,827,824)
Deferred annuities (243,278)
(134,436)
Money market and bond funds (6,077,121)
(4,347,610)
Interest expense (161,552,311)
(165,260,851)
-------------- -
- - -------------
Total deductions (1,053,986,720)
(834,015,503)
-------------- -
- - -------------
TRANSFERS OF ASSETS FROM RICHARDSON-VICKS
PLANS
31,608,829
-------------- -
- - -------------
NET (DECREASE) INCREASE IN NET ASSETS (343,672,899)
467,198,430
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 6,313,885,612
5,846,687,182
-------------- -
- - -------------
End of year $5,970,212,713
$6,313,885,612
-------------- -
- - -------------
-------------- -
- - -------------
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
- 3 -
<PAGE>
THE PROCTER & GAMBLE PROFIT SHARING TRUST
AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1994 AND 1993
___________________________________________________________________________
1. PLAN DESCRIPTION
GENERAL - The Procter & Gamble Profit Sharing Trust and Employee Stock
Ownership Plan (PST or Plan) is a defined contribution plan covering
substantially all domestic employees of The Procter & Gamble Company
and certain of its subsidiaries (Company). The Plan is comprised of
three trusts - the Long-Term Incentive Trust (LIT), the Retirement
Distribution Trust (RDT) and the Employee Stock Ownership Trust
(ESOT). These financial statements relate to the LIT, the RDT, and
the ESOT. The Plan is funded through contributions by the Company.
It is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). The Profit Sharing Trust and Employee
Stock Ownership Plan document should be referred to for the complete
text of the Plan agreement.
The ESOT was established by resolution of the Board of Directors of
the Company on January 10, 1989. During March 1989, the ESOT borrowed
$1,000,000,000 (see Note 8) and, with the proceeds from such
borrowings, purchased 9,090,909 shares of The Procter & Gamble Company
Series A ESOP Convertible Class A Preferred Stock (Series A Preferred
Stock) (see Note 5). The number of shares initially issued increased
to 36,363,636 as a result of the two-for-one stock splits effective
October 20, 1989 and May 15, 1992.
In May 1990 the Company's Board of Directors authorized an amendment
to the Plan to establish an account in accordance with Section 401(h)
of the Internal Revenue Code to fund a portion of medical expenses for
retired Plan participants satisfying certain requirements specified in
the Plan agreement. This amendment became effective July 1, 1990.
During November 1990, the ESOT borrowed $1,000,000,000 (see Note 9)
and with the proceeds from such borrowings, purchased 9,571,209 shares
of The Procter & Gamble Company Series B ESOP Convertible Class A
Preferred Stock (Series B Preferred Stock) (see Note 6). The number
of outstanding shares increased to 19,142,418 as a result of the two-
for-one stock split effective May 15, 1992. In June 1993 these shares
were exchanged for an equal number of shares with identical terms,
except for amended restrictions on transfer (see Note 6).
PARTICIPANT ACCOUNTS - Each participant's account is credited with the
allocation of Company contributions (see Note 10) and Plan earnings.
Allocations are based on participant earnings. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
VESTING - Vesting in participant accounts is based on years of
service. A participant is fully vested after five years of service.
PAYMENTS OF BENEFITS - On termination of service, a participant may
elect to receive (1) all cash, securities and annuities in his or her
account, (2) annual distribution of cash and securities in his or her
account on a pro-rata basis not to exceed the lesser of 15 years or
the participant's life expectancy, or (3) an annuity purchased for the
value of his or her account.
PLAN TERMINATION - Although it has not expressed any intent to do so,
the Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to the
- 4 -
<PAGE>
provisions of ERISA. In the event of Plan termination, the net assets
of the Plan will be distributed to the participants in an order of
priority determined in accordance with ERISA and its applicable
regulations and the Plan document.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements are prepared on the
accrual basis of accounting and the Plan's net assets and transactions
are recorded at market value. Market value of The Procter & Gamble
Company common stock is determined by composite trading prices on the
New York Stock Exchange. The Company's common stock, included in the
Plan's statements of net assets, is recorded at $53.375 and $52.00 per
share as of June 30, 1994 and 1993, respectively. Market value of
Series A Preferred Stock and Series B Preferred Stock is determined as
the greater of the approximate market value of the Company's common
stock as defined in the Plan agreement or $27.50 (Series A) and $52.24
(Series B) per share (see Notes 5 and 6). The Series A Preferred
Stock, included in the Plan's statement of net assets, is recorded at
$53.375 and $52.00 per share as of June 30, 1994 and 1993,
respectively. Market value of the Series B Preferred Stock, included
in the Plan's statement of net assets, is recorded at $53.375 and
$52.24 per share as of June 30, 1994 and 1993, respectively. Deferred
annuities are recorded at contract value, except for certain
individual deferred annuities (see Note 7) recorded at cost as the
insurance companies are unable to provide market values. Other
investments are valued at cost which approximates fair value. Loans
to participants are valued at the unpaid principal balance. The cost
of securities sold, transferred or distributed is determined by the
weighted average cost of securities allocated to the participant's
account.
EXPENSES OF THE PLAN - All administrative expenses of the Plan are
paid by the Company.
3. INCOME TAX STATUS
The Procter & Gamble Company has received a determination letter from
the Internal Revenue Service stating that the Plan, as amended, is a
qualified employer's trust under Sections 401(a), 401(h) and 409 of
the Internal Revenue Code and, as such, is exempt from federal income
taxes under Section 501(a). The Plan participants are not taxed on
the income and contributions made to their accounts, pursuant to the
provisions of Section 402(a) of the Internal Revenue Code, until such
time as the participant or the participant's beneficiary receives
distributions from the Plan.
4. PARTY-IN-INTEREST INVESTMENTS AND TRANSACTIONS
The Procter & Gamble Company is a party-in-interest, as defined by
ERISA. There were no prohibited party-in-interest investments or
transactions during the years ended June 30, 1994 and 1993.
5. SERIES A PREFERRED STOCK
CONVERSION, DISTRIBUTION AND LIQUIDATION RIGHTS - The Series A
Preferred Stock is convertible at any time by the holder at the rate
of one share of the Company's common stock for each share of Series A
Preferred Stock. Additionally, in order to make a distribution to a
participant, the Series A Preferred Stock can be "put" to the Company
at its liquidation value plus accrued dividends. Hence, upon
distribution, participants will receive $27.50 per Series A Preferred
Share, or one share of the Company's common stock, whichever has a
higher value. LIT and RDT participants receive distributions upon
termination. RDT participants age 55 and above may also elect to
convert up to 50% of their Series A Preferred Shares to alternative
investments which are held by the RDT. The market value of the
Company's common stock as of June 30, 1994 and 1993 was $53.375 and
- 5 -
<PAGE>
$52.00, respectively per share. During 1994 and 1993, respectively,
977,523 and 616,516 Series A Preferred Shares were converted into
common shares and retired.
ELIGIBILITY - All participants of the LIT and RDT are eligible for
allocation of Series A Preferred Stock.
DIVIDEND RIGHTS - Annual dividends of $2.03 per share are paid
quarterly at $0.5075 per share. In the event that dividends have not
been paid when due, payment or declaration of dividends on securities
subordinated to the Series A Preferred Stock generally is not
permitted.
CALL PROVISIONS - The Series A Preferred Stock is generally
noncallable for a period of five years ending March 3, 1994. It may
be called at certain premium amounts as described in the Company's
amended articles of incorporation.
VOTING RIGHTS - Each share is entitled to a number of votes equal to
the number of shares of the Company's common stock into which it is
convertible.
RESTRICTIONS ON TRANSFER - The ESOT or another employee benefit plan
of the Company are the only permissible holders of the Series A
Preferred Stock. Upon transfer to any other holder, shares
automatically convert to shares of the Company's common stock.
ALLOCATION OF SHARES TO PARTICIPANT ACCOUNTS - Shares of the Series A
Preferred Stock are released for allocation to participant accounts in
accordance with the Plan agreement as the borrowings are repaid (see
Note 8). In 1994 and 1993, 2,424,242 Series A Preferred Shares valued
at $117,196,136 and $126,060,584, respectively, were released for
allocation to participant accounts. At June 30, 1994 and 1993,
24,242,426 and 26,666,668 Series A Preferred Shares were unallocated.
6. SERIES B PREFERRED STOCK
CONVERSION, DISTRIBUTION AND LIQUIDATION RIGHTS - The Series B
Preferred Stock is convertible at any time by the holder at the rate
of one share of the Company's common stock for each share of Series B
Preferred Stock. Additionally, in order to make a distribution to a
participant for retiree medical expenses, the Series B Preferred Stock
can be "put" to the Company at its liquidation price plus accrued
dividends. Hence, upon distribution, participants will receive $52.24
per Series B Preferred Share, or one share of the Company's common
stock, whichever has a higher value. In 1994 and 1993, there were no
distributions of Series B Preferred Stock for retiree medical
expenses.
ELIGIBILITY - Active participants who are eligible to retire from the
Company and all participants who have retired under the terms of the
PST are eligible for allocation of Series B Preferred Stock.
DIVIDEND RIGHTS - Annual dividends of $4.12 per share are paid
quarterly at $1.03 per share. In the event that dividends have not
been paid when due, payment or declaration of dividends on securities
subordinated to the Series B Preferred Stock generally is not
permitted.
CALL PROVISIONS - The Series B Preferred Stock is generally
noncallable for a period of five years ending November 27, 1995 and,
after that time, may be called at certain premium amounts as described
in the Company's amended articles of incorporation.
VOTING RIGHTS - Each share is entitled to a number of votes equal to
the number of shares of the Company's common stock into which it is
convertible.
- 6 -
<PAGE>
RESTRICTIONS ON TRANSFER - Effective June 29, 1993, all shares of the
Series B Preferred Stock were exchanged for an equal number of shares
of Series B Preferred Stock with amended restrictions on transfer.
Terms were amended to lift the transfer restrictions and to provide
the Company with the right of first refusal on the purchase of Series
B Preferred Stock. In prior years, the ESOT or another employee
benefit plan of the Company were the only permissible holders of the
Series B Preferred Stock. Upon transfer to any other holder, shares
automatically converted to shares of the Company's common stock.
ALLOCATION OF SHARES TO PARTICIPANT ACCOUNTS - Shares of the Series B
Preferred Stock will be released for allocation to participant retiree
health care fund accounts in accordance with the Plan agreement as
interest and/or principal are paid (see Note 9). In 1994 and 1993,
543,296 Series B Preferred shares valued at $29,572,960 and
$28,381,783, respectively, were released for allocation to participant
accounts. At June 30, 1994 and 1993, 17,471,784 and 18,015,080,
Series B Preferred shares were unallocated.
7. DEFERRED ANNUITIES
Deferred annuities owned by the Plan at June 30 are comprised of the
following:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Group deferred annuities (at contract value) $198,996,928 $439,184,342
Individual deferred annuities (at cost) 370,842 636,030
------------ ------------
Total $199,367,770 $439,820,372
------------ ------------
------------ ------------
</TABLE>
- 7 -
<PAGE>
8. NOTES PAYABLE
<TABLE>
Notes payable consist of the following at June 30:
<CAPTION>
INTEREST
RATES SERIES MATURITY DATE 1994 1993
<S> <S> <S> <C> <C>
7.99% Series E September 3, 1993 $ 24,210,417
7.99% Series E March 3, 1994 25,177,623
8.08% Series F September 3, 1994 $ 26,183,469 26,183,469
8.08% Series F March 3, 1995 27,241,281 27,241,281
8.12% Series G September 3, 1995 28,341,829 28,341,829
8.12% Series G March 3, 1996 29,492,507 29,492,507
8.14% Series H September 3, 1996 30,689,903 30,689,903
8.14% Series H March 3, 1997 31,938,982 31,938,982
8.17% Series I September 3, 1997 33,238,898 33,238,898
8.17% Series I March 3, 1998 34,596,707 34,596,707
8.17% Series J September 3, 1998 36,009,983 36,009,983
8.17% Series J March 3, 1999 37,480,991 37,480,991
8.33% Series K September 3, 1999 39,012,089 39,012,089
8.33% Series K March 3, 2000 40,636,943 40,636,943
8.33% Series K September 3, 2000 42,329,471 42,329,471
8.33% Series K March 3, 2001 44,092,494 44,092,494
8.33% Series K September 3, 2001 45,928,946 45,928,946
8.33% Series K March 3, 2002 47,841,887 47,841,887
8.33% Series K September 3, 2002 49,834,501 49,834,501
8.33% Series K March 3, 2003 51,910,108 51,910,108
8.33% Series K September 3, 2003 54,072,164 54,072,164
8.33% Series K March 3, 2004 56,324,262 56,324,262
------------ ------------
Total $787,197,415 $836,585,455
------------ ------------
------------ ------------
<FN>
These notes are guaranteed by the Company. Repayment of principal and
interest is to be funded through annual contributions by the Company
and dividends received on the Series A Preferred Stock. Interest on
the notes is payable semiannually on September 3 and March 3.
</TABLE>
9. DEBENTURES
The debentures bear interest at a rate of 9.36% and are due on January
1, 2021. Mandatory sinking fund payments are required beginning July
1, 2006 and are payable semiannually thereafter. Interest is payable
semiannually on July 1 and January 1. The debentures are guaranteed
by the Company. Repayment of principal and interest is to be funded
through annual contributions by the Company and dividends received on
the Series B Preferred Stock.
10. COMPANY CONTRIBUTION
Annual credits to participants' accounts are based on individual base
salary and years of service. The total credited to all accounts does
not exceed 15% of total salaries and wages of Plan participants as
defined in the Plan agreement. The Company's contribution is reduced
by the value of Series A Preferred Shares released and available for
allocation to ESOT participant accounts in accordance with terms
specified in the Plan agreement (see Note 5). The Company also funds
a portion of principal and interest payments on the notes payable and
debentures (see Notes 8 and 9).
- 8 -
<PAGE>
<TABLE>
Company contributions to the Plan for the years ended June 30 are as
follows:
<CAPTION>
1994 1993
<S> <C> <C>
Contribution for Annual Fund Credit $139,491,316 $147,391,187
Contribution for debt service 60,237,000 58,582,000
------------ ------------
Total $199,728,316 $205,973,187
------------ ------------
------------ ------------
</TABLE>
11. PLAN TRANSFERS
Effective July 1, 1991, approximately 1,200 active participants in the
Richardson-Vicks Individual Retirement Options Trust Plan (Richardson-
Vicks Plan) were enrolled in the PST. Certain participants in the
Richardson-Vicks Plan were also participants in the Richardson-Vicks
Incentive Plan (Incentive Plan). In connection therewith, cash
transferred from the Richardson-Vicks Plan in 1993 totaled
$31,608,829.
12. INVESTMENTS
<TABLE>
The Plan's investments (at market value) consist of the following at
June 30. Investments that represent five percent or more of the
Plan's net assets are separately identified.
<CAPTION>
1994 1993
<S> <C> <C>
COMMON STOCK:
The Procter & Gamble Company -
82,088,903 shares at June 30, 1994;
88,543,349 shares at June 30, 1993 $4,381,495,198 $4,604,774,148
PREFERRED STOCKS:
The Procter & Gamble Company ESOP
Convertible Class A:
Series A - 34,269,348 shares at
June 30, 1994; 35,246,871 shares
at June 30, 1993 1,829,126,450 1,832,837,292
Series B - 19,142,418 shares at
June 30, 1994 and 1993 1,021,726,561 1,000,000,000
DEFERRED ANNUITIES 199,367,770 439,820,372
SHORT-TERM INVESTMENTS,
PLUS ACCRUED INTEREST 93,598,902 96,487,403
MONEY MARKET AND BOND FUNDS 87,553,372 27,264,941
-------------- --------------
TOTAL $7,612,868,253 $8,001,184,156
-------------- --------------
-------------- --------------
</TABLE>
* * * * * *
- 9 -
<PAGE>
<TABLE>
THE PROCTER & GAMBLE PROFIT SHARING TRUST
AND EMPLOYEE STOCK OWNERSHIP PLAN
ASSETS HELD FOR INVESTMENT
ITEM 27a of FORM 5500
JUNE 30, 1994
___________________________________________________________________________
_______________________________________________________
<CAPTION>
MARKET
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST
VALUE
<S> <S> <C>
<C>
SHORT-TERM INVESTMENTS:
Wachovia Bank Authorized Demand Notes, 4.4% $ 22,345,906 $
22,345,906
Goldman Sachs Group, LP Promissory Note, Zero Coupon, due
July 1, 1994 30,000,000 30,000,000
Jal Capital Corporation Promissory Note, Zero Coupon, due
September 2, 1994 10,000,000 10,000,000
Kamehaneha Schools Promissory Note, Zero Coupon, due
September 2, 1994 9,777,000 9,777,000
Nucor Corporation Promissory Note, Zero Coupon, due
July 1, 1994 7,610,000 7,610,000
Commercial Paper (Various companies) Interest rates ranging from 3.50% to
4.85%, dated
February 10, 1994 through June 28,
1994, due
July 1, 1994 through December 27,
1994 13,865,996 13,865,996
-------------- -
- - -------------
Total short-term investments $ 93,598,902 $
93,598,902
-------------- -
- - -------------
-------------- -
- - -------------
THE PROCTER & GAMBLE CO. COMMON STOCK, NO PAR VALUE $2,070,723,317
$4,381,495,198
-------------- -
- - -------------
-------------- -
- - -------------
THE PROCTER & GAMBLE CO. SERIES A ESOP CONVERTIBLE CLASS A
PREFERRED STOCK, NO PAR VALUE $ 942,406,635
$1,829,126,450
-------------- -
- - -------------
-------------- -
- - -------------
THE PROCTER & GAMBLE CO. SERIES B ESOP CONVERTIBLE CLASS A
PREFERRED STOCK, NO PAR VALUE $1,000,000,000
$1,021,726,561
-------------- -
- - -------------
-------------- -
- - -------------
VARIOUS INSURANCE COMPANIES Deferred Annuities $ 199,367,770 $
199,367,770
-------------- -
- - -------------
-------------- -
- - -------------
MONEY MARKET AND BOND FUNDS:
Wachovia Bank Money Market Fund $ 69,473,017 $
69,473,017
JP Morgan Money Bond Fund 4,367,851
4,367,851
Merrill Lynch Government Series Bond Fund 13,712,504
13,712,504
-------------- -
- - -------------
Total money market and bond funds $ 87,553,372 $
87,553,372
-------------- -
- - -------------
-------------- -
- - -------------
LOANS TO PARTICIPANTS Various participants, interest rates
ranging
from 5.5% to 10%, various
maturities
through February 29, 2004 $ 0 $
59,912,330
-------------- -
- - -------------
-------------- -
- - -------------
</TABLE>
- 10 -
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
TRUSTEES (OR OTHER PERSONS WHO ADMINISTER THE EMPLOYEE BENEFIT PLAN) HAVE
DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED HEREUNTO DULY AUTHORIZED.
The Procter & Gamble Profit Sharing
Trust and Employee Stock Ownership Plan
/s/J.G. LEONE
Date: November 30, 1994 ------------------------------------
J. G. Leone
Member, Policy Committee
<PAGE>
EXHIBIT INDEX
Exhibit No. Page No.
23 Consent of Deloitte & Touche 12
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement
No. 33-49081 of The Procter & Gamble Company on Form S-8 of our report
dated September 2, 1994 appearing in this Annual Report on Form 11-K of The
Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan for
the year ended June 30, 1994.
/s/DELOITTE & TOUCHE LLP
- - --------------------------
Deloitte & Touche LLP
Cincinnati, Ohio
December 14, 1994
