Exhibit 5

                        OPINION OF TERRY L. OVERBEY, ESQ.

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


April 12, 2000

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 6,000,000 additional shares of the Company's Common
Stock, without par value (the "Additional Shares"), to be offered as set forth
in the Registration Statement for The Procter & Gamble Future Shares Plan, as
amended (the "Amended 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 Amended 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
Amended Plan and after the filing of this Registration Statement with the
Securities and Exchange Commission, the Additional 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
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Terry L. Overbey
Secretary and Associate
   General Counsel