Exhibit 24

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being trustee of the
Employee Stock Purchase Plan (Japan), a Procter & Gamble Company employee
benefit plan (the "Japan Stock Plan"), hereby constitutes and appoints Terry L.
Overbey, his or her true and lawful attorney-in-fact, agent and authorized
United States representative, with full power of substitution and
resubstitution, for him in his name, place and stead in any and all capacities,
to sign one or more Registration Statements under the Securities Act of 1933, as
amended, on Form S-8 or such other form as such attorney-in-fact, may deem
necessary or desirable, any amendments thereto, and all post-effective
amendments and supplements to such registration statement, for the registration
of securities in connection with the Japan Stock Plan, in such forms as he may
approve, and to file the same with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, granting unto
said attorney-in-fact, agent and authorized United States representative full
power and authority to do and perform each and every act and thing requisite and
necessary to be done to the end that such Registration Statement or Registration
Statements shall comply with the Securities Act of 1933, as amended, and the
applicable Rules and Regulations adopted or issued pursuant thereto, as fully
and to all intents and purposes as he might or could be in person, hereby
ratifying and confirming all that said attorney-in-fact, agent and authorized
United States representative or his substitute or resubstitute, may lawfully do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand in the on
this 29th day of September, 2000.

EMPLOYEE STOCK PURCHASE PLAN (JAPAN)


By: EMPLOYEES' SHAREHOLDING ASSOCIATION OF
    MAX FACTOR K.K.



By: /S/KATSUYOSHI KOYAMA
    -----------------------------
    Katsuyoshi Koyama
    Chairman


By: EMPLOYEES' SHAREHOLDING ASSOCIATION OF
    PROCTER & GAMBLE FAR EAST, INC., JAPAN BRANCH



By: /SNOBORU MINAMOTO
    -----------------------------
    Noboru Minamoto
    Chairman