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, 1995, 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
THE PROCTER & GAMBLE
PROFIT SHARING TRUST AND
EMPLOYEE STOCK OWNERSHIP
PLAN
Financial Statements for the Years Ended
June 30, 1995 and 1994 and Supplemental
Schedules for the Year Ended June 30, 1995
and Independent Auditors' Report
THE PROCTER & GAMBLE PROFIT SHARING TRUST
AND EMPLOYEE STOCK OWNERSHIP PLAN
TABLE OF CONTENTS
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PAGE
INDEPENDENT AUDITORS' REPORT
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits, June 30, 1995 and
1994
Statements of Changes in Net Assets Available for Benefits for the
Years Ended June 30, 1995 and 1994
Notes to Financial Statements for the Years Ended June 30, 1995 and
1994
SUPPLEMENTAL SCHEDULES:
Assets Held for Investment, Item 27a of Form 5500, June 30, 1995
Reportable Transactions for the Year Ended June 30, 1995, Item 27d
of Form 5500
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
Deloitte & Touche LLP
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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, 1995 and 1994, 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 financial 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, 1995
and 1994, 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 schedules listed in
the Table of Contents are presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but are
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. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing procedures
applied in the audit of the basic 1995 financial statements and, in our
opinion, are fairly stated in all material respects when considered in
relation to the basic 1995 financial statements taken as a whole.
/s/DELOITTE & TOUCHE LLP
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Deloitte & Touche LLP
August 28, 1995
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Deloitte Touche
Tohmatsu
International
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<PAGE>
<TABLE>
THE PROCTER & GAMBLE PROFIT SHARING TRUST
AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 1995 AND 1994
____________________________________________________________________________________________________
<CAPTION>
1995 1994
<S> <C> <C>
INVESTMENTS, AT FAIR VALUE:
Short-term investments, plus accrued interest $ 88,380,316 $ 93,598,902
Money market and bond funds 60,254,276 87,553,372
The Procter & Gamble Company common stock -
74,509,806 shares (cost, $2,045,084,651)
at June 30, 1995; 82,088,903 shares (cost,
$2,070,723,317) at June 30, 1994 5,355,394,513 4,381,495,198
The Procter & Gamble Company ESOP Convertible
Class A Preferred Stock:
Series A - 33,217,629 shares (cost, $913,487,034)
at June 30, 1995; 34,269,348 shares (cost,
$942,406,635) at June 30, 1994 2,387,517,084 1,829,126,450
Series B - 19,142,418 shares (cost, $1,000,000,000)
at June 30, 1995 and 1994 1,375,861,294 1,021,726,561
Deferred annuities 145,743,057 199,367,770
Loans to participants 62,194,640 59,912,330
-------------- --------------
Total investments 9,475,345,180 7,672,780,583
-------------- --------------
ACCOUNTS RECEIVABLE:
Contributions from The Procter & Gamble Company 93,272,906 139,491,316
Dividends receivable (preferred stock) 12,459,561 12,623,561
-------------- --------------
Total accounts receivable 105,732,467 152,114,877
-------------- --------------
Total assets 9,581,077,647 7,824,895,460
-------------- --------------
LIABILITIES:
Interest payable on notes and debentures 67,129,607 67,485,332
Notes payable (Series A Preferred Stock) 733,772,665 787,197,415
Debentures (Series B Preferred Stock) 1,000,000,000 1,000,000,000
-------------- --------------
Total liabilities 1,800,902,272 1,854,682,747
-------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS $7,780,175,375 $5,970,212,713
============== ==============
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<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, 1995 AND 1994
____________________________________________________________________________________________________
<CAPTION>
1995 1994
<S> <C> <C>
ADDITIONS:
Investment income:
Net appreciation in fair value of investments $2,429,770,440 $ 212,424,773
Dividends 257,962,417 258,174,091
Interest on investments 25,111,506 35,193,635
Interest on loans to participants 4,416,876 4,793,006
-------------- --------------
Investment income 2,717,261,239 510,585,505
Contributions by The Procter & Gamble Company
(Net of forfeitures of $1,346,050 in 1995
and $1,323,762 in 1994) 155,335,906 199,728,316
-------------- --------------
Total additions, net 2,872,597,145 710,313,821
-------------- --------------
DEDUCTIONS:
Distributions to participants:
The Procter & Gamble Company common stock -
10,105,531 shares (cost, $259,149,667) in 1995;
10,707,698 shares (cost, $256,201,027) in 1994 (634,989,401) (584,099,076)
Cash (262,054,480) (302,014,934)
Money bond funds (7,703,646) (6,077,121)
Deferred annuities (371,355) (243,278)
Interest expense (157,515,601) (161,552,311)
-------------- --------------
Total deductions (1,062,634,483) (1,053,986,720)
-------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS 1,809,962,662 (343,672,899)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 5,970,212,713 6,313,885,612
-------------- --------------
End of year $7,780,175,375 $5,970,212,713
============== ==============
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
THE PROCTER & GAMBLE PROFIT SHARING TRUST
AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1995 AND 1994
___________________________________________________________________________
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 a separate account in accordance with Section
401(h) of the Internal Revenue Code to fund a portion of the Company's
postretirement obligation 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).
At June 30, 1995 and 1994, the net assets available to the ESOT to
satisfy a portion of the postretirement benefits were $375,861,294 and
$21,726,561, respectively. The related obligations are not a component
of this Plan's obligations but are included in the financial statements
of a separate health and welfare plan sponsored by the Company.
PARTICIPANT ACCOUNTS AND INVESTMENT OPTIONS - Each participant's account
is credited with the allocation of Company contributions (see Note 10)
and Plan earnings. All such participant accounts are maintained in the
RDT and LIT. Allocations are based on participant base earnings and
credit service years. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's account.
Vested participants may allocate the portion of the annual contribution
received in cash between the money market and bond funds and common
stock of the Company. In addition, certain participants retain
investments in group deferred annuities; however, contributions and
transfers to this fund are not permitted. Common stock dividends
received by vested participants may be held or liquidated at the
participant's discretion with the proceeds used to purchase investments
in the money market and money bond funds. Participants may elect to
receive dividends on common stock held in either cash or shares of
common stock.
COMMON STOCK FUND - A fund investing in shares of Company common
stock.
DEFERRED ANNUITIES FUND - A fund investing in guaranteed investment
contracts (Contracts) with Aetna Capital Management, Inc., The
Prudential Asset Management Company, Metropolitan Life Insurance
Company and Travelers Insurance. These Contracts bear interest at
rates ranging from 8.08% to 9.95% with various maturity dates from
September 30, 1995 through December 31, 1999.
MONEY MARKET FUND AND MONEY BOND FUND AND SHORT-TERM INVESTMENTS -
Funds investing in commercial paper, short-term U.S. Government
securities and various short-term bank funds.
The activity and balances in the investment funds held in the RDT and LIT are
summarized as follows for the year ended June 30, 1995.
<TABLE>
<CAPTION> Money Market Fund
Common Deferred Money Bond Fund
Stock Loan Annuitie Short-term
Fund Fund Fund Investments Total
<S> <C> <C> <C> <C> <C>
Net assets available for benefits
at June 30, 1994 $4,381,495,198 $59,912,330 $199,367,770 $123,888,445 $4,764,663,743
Investment income 1,562,408,756 4,416,876 15,461,746 8,127,349 1,590,414,727
Contributions (2,788,876 2,788,877 139,491,316 139,491,317
Distributions (634,989,401) (4,923,443) (371,355) (264,491,845) (904,776,044)
Net interfund transfers (15,976,445) (68,715,104) 84,691,549
Transfers from LIT/ESOT 65,245,281 65,245,281
----------- ----------- ------------ ------------ --------------
Net assets available for benefits
at June 30, 1995 $5,355,394,513 $62,194,640 $145,743,057 $ 91,706,814 $5,655,039,024
============== =========== ============ ============ ==============
</TABLE>
<PAGE>
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 vested participant
may elect to receive (1) all cash, securities and annuities in his or
her account, or (2) an annuity purchased for the value of his or her
account. In addition to the above alternatives, a retiring vested
participant may also elect to receive 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.
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
provisions of ERISA. In the event of Plan termination, participants
will become fully vested and 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.
LOAN PROVISION - The Plan allows participants to borrow funds from their
accounts in certain circumstances up to maximum amounts specified in the
Plan agreement. Loans are repayable through payroll deductions of
principal and interest over a maximum term of 54 months (114 months if
the loan is to purchase a primary residence).
FORFEITURES - Participants who terminate service prior to vesting
forfeit their account balance. The Company applies forfeited amounts
against the annual contribution.
RECLASSIFICATIONS - Certain 1994 amounts have been reclassified to
conform with 1995 classifications.
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 fair value. Fair 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 $71.875 and $53.375 per share
as of June 30, 1995 and 1994, respectively. Market value of Series A
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 and Series B Preferred Stock, included in
the Plan's statement of net assets, is recorded at $71.875 and $53.375
per share as of June 30, 1995 and 1994, 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, 1995 and 1994.
5. SERIES A PREFERRED STOCK
CONVERSION, DISTRIBUTION AND LIQUIDATION RIGHTS - The Series A Preferred
Stock is convertible by the holder (Plan trustee) at the rate of one
share of the Company's common stock for each share of Series A Preferred
Stock subject to the conditions described herein. 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 to 59 may also
elect to convert up to 25% of their Series A Preferred Shares to
alternative investments which are held by the RDT. This conversion
option increases to 50% at age 60. The market value of the Company's
common stock as of June 30, 1995 and 1994 was $71.875 and $53.375,
respectively, per share. During 1995 and 1994, respectively, 1,051,719
and 977,523 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 was 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 1995 and 1994, 2,424,242 Series A Preferred Shares valued
at $172,807,081 and $117,196,136, respectively, were released for
allocation to participant accounts. At June 30, 1995 and 1994,
21,818,184 and 24,242,426 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 (Plan trustee) 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 1995 and 1994, 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.
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 1995 and 1994,
543,296 Series B Preferred shares valued at $38,415,591 and $29,572,960,
respectively, were released for allocation to participant accounts At
June 30, 1995 and 1994, 16,928,488 and 17,471,784, 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>
1995 1994
<S> <C> <C>
Group deferred annuities (at contract value) $145,487,196 $198,996,928
Individual deferred annuities (at cost) 255,861 370,842
------------ ------------
Total $145,743,057 $199,367,770
============ ============
</TABLE>
8. NOTES PAYABLE
<TABLE>
Notes payable consist of the following at June 30:
<CAPTION>
INTEREST
RATES SERIES MATURITY DATE 1995 1994
<S> <S> <S> <C> <C>
8.08% Series F September 3, 1994 $ 26,183,469
8.08% Series F March 3, 1995 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 $733,772,665 $787,197,415
============ ============
<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 through contributions to the ESOT (see Notes 8 and 9).
Company contributions to the Plan for the years ended June 30 are as
follows:
<PAGE>
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Contribution for Annual Fund Credit $ 93,272,906 $139,491,316
Contribution for debt service 62,063,000 60,237,000
------------ ------------
Total $155,335,906 $199,728,316
============ ============
</TABLE>
11. INVESTMENTS
The Plan's investments (at fair value) consist of the following at June
30. Investments that represent five percent or more of the Plan's net
assets are separately identified.
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Common stock:
The Procter & Gamble Company -
74,509,806 shares at June 30, 1995;
82,088,903 shares at June 30, 1994 $5,355,394,513 $4,381,495,198
Preferred stocks:
The Procter & Gamble Company ESOP
Convertible Class A:
Series A - 33,217,629 shares at
June 30, 1995; 34,269,348 shares
at June 30, 1994 2,387,517,084 1,829,126,450
Series B - 19,142,418 shares at
June 30, 1995 and 1994 1,375,861,294 1,021,726,561
Deferred annuities 145,743,057 199,367,770
Short-term investments,
plus accrued interest 88,380,316 93,598,902
Money market and bond funds 60,254,276 87,553,372
Loans to participants 62,194,640 59,912,330
-------------- --------------
Total $9,475,345,180 $7,672,780,583
============== ==============
</TABLE>
* * * * * *
<TABLE>
THE PROCTER & GAMBLE PROFIT SHARING TRUST
AND EMPLOYEE STOCK OWNERSHIP PLAN
ASSETS HELD FOR INVESTMENT
ITEM 27a of FORM 5500
JUNE 30, 1995
_______________________________________________________________________________________________________________________________
<CAPTION>
MARKET
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST VALUE
<S> <S> <C> <C>
SHORT-TERM INVESTMENTS:
Wachovia Bank Authorized Demand Notes, 6.1% $ 5,933,079 $ 5,933,079
AT&T Company Promissory Note, Zero Coupon, due July 3, 1995 20,142,000 20,142,000
KFW International Finance Inc. Promissory Note, Zero Coupon, due July 3, 1995 19,827,000 19,827,000
Tri Lateral Capital, Inc. Promissory Note, Zero Coupon, due September 1, 1995 17,123,000 17,123,000
U.S. Treasury Bills Due August 24, 1995 4,958,750 4,958,750
Commercial Paper (Various companies) Interest rates ranging from 5.8% to 6.52%, dated
November 30, 1994 through June 27, 1995, due
July 3, 1995 through November 10, 1995 20,396,487 20,396,487
-------------- --------------
Total short-term investments $ 88,380,316 $ 88,380,316
============== ==============
THE PROCTER & GAMBLE CO. COMMON STOCK, NO PAR VALUE $2,045,084,651 $5,355,394,513
============== ==============
THE PROCTER & GAMBLE CO. SERIES A ESOP CONVERTIBLE CLASS A
PREFERRED STOCK, NO PAR VALUE $ 913,487,034 $2,387,517,084
============== ==============
THE PROCTER & GAMBLE CO. SERIES B ESOP CONVERTIBLE CLASS A
PREFERRED STOCK, NO PAR VALUE $1,000,000,000 $1,375,861,294
============== ==============
VARIOUS INSURANCE COMPANIES Deferred Annuities $ 145,743,057 $ 145,743,057
============== ==============
MONEY MARKET AND BOND FUNDS:
Wachovia Bank Money Market Fund $ 48,533,876 $ 48,533,876
JP Morgan Money Bond Fund 5,796,086 5,796,086
Merrill Lynch Government Series Bond Fund 5,924,314 5,924,314
-------------- --------------
Total money market and bond funds $ 60,254,276 $ 60,254,276
============== ==============
LOANS TO PARTICIPANTS Various participants, interest rates ranging
from 5.5% to 10%, various maturities
through February 28, 2005 $ - $ 62,194,640
============== ==============
</TABLE>
<TABLE>
THE PROCTER & GAMBLE PROFIT SHARING TRUST
AND EMPLOYEE STOCK OWNERSHIP PLAN
REPORTABLE TRANSACTIONS
ITEM 27d OF FORM 5500
FOR THE YEAR ENDED JUNE 30, 1995
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
COST OF NET
DESCRIPTION OF ASSET PURCHASES <F1> SALES SALES GAIN (LOSS)
<S> <C> <C> <C> <C> <C>
SINGLE TRANSACTIONS:
None
SERIES TRANSACTIONS <F2>:
Wachovia Bank Diversified
Trust Fund $572,176,170 (148) $588,601,107 (127) $588,601,107
NOTES:
<FN>
<F1>
The market value of all assets acquired at the time of acquisition is
equal to the purchase price.
<F2>
The numbers in parentheses represent the number of transactions.
</FN>
</TABLE>
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: December 12, 1995 ---------------------------------------
J. G. Leone
Member, Policy Committee
EXHIBIT INDEX
Exhibit No. Page No.
23 Consent of Deloitte & Touche
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
August 28, 1995 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, 1995.
/s/DELOITTE & TOUCHE LLP
- --------------------------
Deloitte & Touche LLP
Cincinnati, Ohio
December 13, 1995
