SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 17)
The Procter & Gamble Company
(Name of Issuer)
The Procter & Gamble Company Common Stock
(Title of Class of Securities)
742718 10 9
(CUSIP Number)
CUSIP No. 742718 10 9
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1) Names of Reporting Persons; S.S. or I.R.S. Identification
Nos. of Above Persons
The Trustees of the Long-Term Incentive Trust of The Procter & Gamble
Profit Sharing Trust and Employee Stock Ownership Plan; I.R.S.
Identification Number 31-6019598
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2) Check the Appropriate Box if a Member of a Group:
(a) Not Applicable
(b) Not Applicable
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3) SEC Use Only
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4) Citizenship or Place of Organization:
Two Procter & Gamble Plaza, Cincinnati, Ohio 45202
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Number of (5) Sole Voting Power: Not Applicable
Shares Bene- _____________________________________________________________
ficially
Owned by (6) Shared Voting Power: Not Applicable
Each Report-
ing Person
with:
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(7) Sole Dispositive Power: Not Applicable
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(8) Shared Dispositive Power: Not Applicable
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9) Aggregate Amount Beneficially Owned by Each Reporting Person:
Not Applicable
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
Not Applicable
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11) Percent of Class Represented by Amount in Row 9: Not Applicable
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12) Type of Reporting Person: EP
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SCHEDULE 13G
Item 1(a) - Name of Issuer: The Procter & Gamble Company
Item 1(b) - Address of Issuer's Principal Executive Offices:
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
Item 2(a) - Name of Person Filing: The Trustees of the Long-Term
Incentive Trust of The Procter &
Gamble Profit Sharing Trust and
Employee Stock Ownership Plan
Item 2(b) - Address of Principal Business Office:
Two Procter & Gamble Plaza, Cincinnati, Ohio 45202
Item 2(c) - Citizenship: State of Ohio
Item 2(d) - Title of Class of Securities:
The Procter & Gamble Company Common Stock
Item 2(e) - CUSIP Number: 742718 10 9
Item 3 - If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(f) x Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund
Item 4 - Ownership:
(a) Amount Beneficially Owned: Not Applicable
(b) Percent of Class: Not Applicable
(c) Number of shares as to which such person has:
(i) Sole Power to Vote or to Direct the Vote:
Not Applicable
(ii) Shared Power to Vote or to Direct the Vote:
Not Applicable
(iii) Sole Power to Dispose or to Direct the
Disposition of: Not Applicable
(iv) Shared Power to Dispose or to Direct the
Disposition of: Not Applicable
Item 5 - Ownership of Five Percent or Less of a Class: If this
statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [x].
Item 6 - Ownership of More than Five Percent on Behalf of Another
Person: Not Applicable
Item 7 - Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company: Not Applicable
Item 8 - Identification and Classification of Members of the Group:
Not Applicable
Item 9 - Notice of Dissolution of Group: Not Applicable
Item 10 - Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
The filing of this statement shall not be construed as an
admission that such person named in Item 2(a) is, for the
purposes of Section 13(d), or 13(g) of the Securities Exchange
Act or any other section of such Act, the beneficial owner of any
securities covered by the statement.
Dated: February 11, 1997
The Long-Term Incentive Trust of The
Procter & Gamble Profit Sharing Trust
and Employee Stock Ownership Plan
/s/G. J. MUSSARI
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G. J. Mussari, Trustee
February 11, 1997
