Exhibit (99-4)
                              --------------


                 Fiduciary Responsibility Insurance Policy




                         Pension and Welfare Fund
              Fiduciary Responsibility Insurance Declarations


1.   Designated Trust or Plan Policy Number

     The Procter & Gamble Company 
                              68 FF 100827733 BCA
          Profit Sharing Trust; etal

2.   Mailing Address

     One Procter & Gamble Plaza, Cincinnati, Ohio 45202

3.   Policy Period

     From 6/30/93 to 6/30/94 12:01 a.m.
     Standard Time at the Mailing Address Stated in Item 2.

4.   Annual Aggregate Limit of Liability

     Aetna Casualty and Surety Company
          $20,000,000 part of $30,000,000

     Celtic Insurance Company $10,000,000 part of $30,000,000

5.   Insurance Representative 6.
                              Premium for the
                              Policy Period  $139,100
     Gerald L. Leighton       Premium Payable to
                              The Aetna Casualty and Surety Company

7.   Endorsements made a part of the policy (Designated by Endorsement
     Number)

     F-1282, F-1274, F-1401, F-1400, Deductible Endorsement, Impairment of
     Assets Endorsement, Pollution Exclusion Endorsement, Special Endorsement
     #1



                              Countersigned by /s/ROBERT D. LANG




             PENSION AND WELFARE FUND FIDUCIARY RESPONSIBILITY
                             INSURANCE POLICY
                       THIS IS A CLAIMS MADE POLICY


IN CONSIDERATION of the payment of the premium stated in the Declarations and
subject to all of the terms, conditions, and limitations of this Policy, the
Company agrees as follows:

I.     INSURING AGREEMENT.

       The Company will pay on behalf of the Insured all sums which the
       Insured shall become legally obligated to pay as Damages on account
       of any claim made against the Insured for any Wrongful Act and the
       Company shall have the right and duty to defend such claim against the
       Insured seeking such Damages, even if any of the allegations of the
       claim are groundless, false or fraudulent, and may make such
       investigation and settlement of any claim as it deems expedient, but
       the Company shall not be obligated to pay any claim or judgment or to
       defend any suit after the applicable limit of the Company's liability
       has been exhausted by payment of judgments or settlements.

II.    EXCLUSIONS.

       This insurance does not apply to any claim:

       (1) Arising out of any dishonest, fraudulent or criminal act, or
       willful or reckless violation of any statute, but this exclusion does
       not apply to a claim upon which suit may be brought by reason of any
       alleged dishonesty on the part of the Insured, unless:

            (a) A judgment or other final adjudication thereof adverse to the
            Insured shall establish that acts of active deliberate dishonesty
            committed by the Insured was material to the cause of action so
            adjudicated or

            (b) The claim is a claim by or on behalf of a fidelity insurer
            against a natural person whose dishonesty has resulted in a loss
            which has been paid under a fidelity bond.

       (2) Arising out of libel or slander;

       (3) Arising out of bodily injury, sickness, disease or death, or loss
       of, injury to, destruction of, or loss of use of, any tangible
       property, including loss of currency, coins, bank notes, bullion,
       travelers checks, register checks, money orders, and all negotiable
       and non-negotiable instruments or contracts representing money;

       (4) Arising out of the Insured's failure to comply with any law
       concerning Workers' Compensation, Unemployment Insurance, Social
       Security or Disability Benefits, or any similar law; 

       (5) Arising out of the failure to procure or maintain adequate
       insurance or bonds on assets or property of the Trust or Employee
       Benefit Plan designated in the Declarations;

       (6) Arising out of liability of others assumed by the Insured under
       any contract or agreement, either oral or written, except in
       accordance with the Agreement and Declaration of Trust;

       (7) Arising out of the Insured gaining in fact any personal profit or
       advantage to which such Insured was not legally entitled or for the
       return by the Insured of any remuneration paid in fact to such Insured
       if payment of such remuneration shall be held by the courts to have
       been in violation of law;

       (8) For the failure to collect contributions owed to the Trust or
       Employee Benefit Plan described in the Declarations from employers
       unless such failure is due to the negligence of the Insured or for the
       return of any contributions to an employer if such amounts are or
       could be chargeable to the Trust or Employee Benefit Plan, but this
       exclusion shall not apply to the Company's obligation to defend such
       claim nor pay the costs and expenses thereof.

III.   DEFINITION OF INSURED.

       Each of the following is an Insured to the extent set forth below:

       (1) The Trust or Employee Benefit Plan designated in the Declarations
       and any additional Trust or Employee Benefit Plan created during the
       policy period by the sole sponsor referred to in Item (2) below, or
       by any interest owned or controlled by said sole sponsor, provided
       written notice of such is given to the Company within 90 days.

       (2) An employer who is the sole sponsor of such Trust or Employee
       Benefit Plan.

       (3) Any natural person who at any time holds or shall have held the
       position of:

            (a) Trustee of such Trust or Employee Benefit Plan.

            (b) Director, officer or employee of such Trust or Employee
            Benefit Plan or of such sole sponsor employer.

       (4) Any other person or organization designated in the Declarations
       as a Fiduciary.

       (5) Any other Trust or Employee Benefit Plan of any firm hereafter
       acquired through consolidation, merger or takeover by the sole sponsor
       or by any interest owned or controlled by said sole sponsor, provided:

            (a) Written notice of such acquisition is given to the Company
            within 90 days of the effective date of such acquisition, and

            (b) The Insured pays the Company an additional premium computed
            pro-rata from the date of such acquisition to the end of the
            Policy Period, and

            (c) That specific Application on the Company's form in use at the
            time of acquisition is made to the Company as soon as practicable
            after the aforesaid notice is given.

       The insurance applies separately to each Insured against whom claim
       is made or suit is brought except with respect to the application of
       the limits of liability, and it shall also apply to the estates, heirs
       and personal representatives of persons insured hereunder.

IV.    OTHER DEFINITIONS.

       (1) "Wrongful Act" means a breach of fiduciary duty by the Insured in
       the discharge of duties as respects the Trust or Employee Benefit Plan
       designated in the Declarations; the term includes any negligent act,
       error or omission of the Insured in the "Administration" of "Employee
       Benefits".  

       "Administration" as used herein shall mean:

            (a) Giving counsel to employees with respect to Employee
            Benefits;

            (b) Interpreting Employee Benefits;

            (c) Handling records in connection with Employee Benefits;

            (d) Effecting enrollment, termination or cancellation of
            employees under an Employee Benefits program.

       "Employee Benefits" as used herein shall mean the Trust or Employee
       Benefit Plan designated in the Declarations, Workers' Compensation
       Insurance, Unemployment Insurance, Social Security or Disability
       Benefits.

       (2) "Insurance Representative" means the person designated in the
       Declarations as the exclusive agent to act on behalf of the Insureds,
       individually or collectively, in all matters relating to insurance
       under this policy.

       (3) "Damages" shall mean sums of money payable as compensation for
       loss or in discharge of an obligation of an Insured to make good a
       shortage in the Insured Trust or Employee Benefit Plan.  The word
       "Damages" shall not include:

            (a) Fines, penalties, taxes or punitive or exemplary damage.

            (b) Benefits due or to become due under the terms of the Trust
            or Plan, unless and to the extent that recovery for such benefits
            is based upon a Wrongful Act and is payable as a personal
            obligation of an Insured.

V.     POLICY PERIOD: TERRITORY.   

       This insurance applies only to claims first made during the policy
       period described in the Declarations within the United States of
       America, its territories or possessions or Canada; provided the
       Insured at the effective date of this insurance had no knowledge of
       or could not have reasonably foreseen any circumstances which might
       result in such claim.

VI.    LIMITS OF LIABILITY.

       Regardless of the number of persons or organizations bringing claims
       or suits against the Insured and regardless of the 

(F-1191-B) 6-80                      2                           CAT.796638
                                                          PRINTED IN U.S.A.



       number of persons or organizations insured hereunder, the total limit
       of the Company's liability to pay Damages because of all claims made
       against the Insured during any single policy year shall not exceed the
       amount shown in the Declarations as "Annual Aggregate Limit of
       Liability", regardless of time of payment.

       If the policy period described in the Declarations is for a term of
       more than one year, said "Annual Aggregate Limit of Liability" shall
       apply separately to each consecutive annual period.

VII.   CLAIMS MADE EXTENSION CLAUSE.

       If, during the policy period hereof, the Insured shall first become
       aware of any Wrongful Act which may subsequently give rise to a claim
       against any Insured and shall during the policy period hereof give
       written notice to the Company of such Wrongful Act, then any such
       claim which is subsequently made against the Insured arising out of
       such Wrongful Act shall for the purposes of this policy be deemed to
       have been first made against the Insured during the policy period.

VIII.  SUPPLEMENTARY PAYMENTS.

       The Company will pay in addition to the limits of liability shown in
       the Declarations all costs, charges and expenses incurred by the
       Company in the investigation, settlement, defense and negotiation of
       any claim coming within the terms of this insurance, but, in the event
       of any judgment in excess of the amount of the aggregate limit
       available under this policy, the Company's liability for the costs and
       expenses incurred by it or with its consent shall be such proportion
       thereof as the amount of the aggregate limit available under this
       policy bears to the amount paid to dispose of the claim.  In no event
       shall the Company be obligated to pay any claim or judgment or to
       defend or continue the defense of any suit after the aggregate limit
       of the Company's liability has been exhausted by payment of judgments
       or settlements.

       The Company will pay in addition to the Limits of Liability shown in
       the Declarations reasonable expenses incurred by the Insured at the
       Company's request.

IX.    CONSENT TO SETTLE.

       The Company may, with the written consent of the Insured, make such
       settlement or such compromise of any claim or suit as the Company
       deems expedient, and if the Insured shall refuse to consent to the
       settlement of any claim or suit recommended by the Company, based upon
       a judgment or a bonafide offer of settlement, the Insured shall
       thereafter negotiate or defend such claim or suit independently of the
       Company and on said Insured's own behalf, and in such event the
       Damages and expenses accruing or determined through litigation or
       otherwise in excess of the amount for which settlement could have been
       made as so recommended by the Company shall not be recoverable under
       this policy.

X.     EXTENSION CLAUSE.

       It is agreed that at any time prior to termination or cancellation of
       this policy as an entirety, whether by the Insured or by the Company,
       the Insured may give to the Company notice that it desires to be
       insured for an additional period of twelve (12) months after the
       effective date of termination or cancellation, at an additional
       premium of 25% of the premium hereunder, for claims made against the
       Insured during the said twelve (12) month period by reason of a
       Wrongful Act committed or alleged to have been committed prior to the
       effective date of termination or cancellation and which would be
       otherwise insured by this policy, subject to the following provisions:

            (a) Such additional period shall be deemed part of the policy
            period and not an addition thereto;

            (b) Such additional period of time shall terminate forthwith on
            the effective date of any other insurance obtained by the Insured
            or its successors in business, replacing in whole or in part the
            insurance afforded by this policy.  Where such other policy
            provides no coverage for loss sustained prior to its effective
            date, it shall not be deemed to be a replacement of this policy.

       If the policy period described in the Declarations is for a term of
       more than one year, the maximum premium for this extension shall be
       25% of the equivalent annual premium.

XI.    CONDITIONS.    

       (1) Insureds Duties In The Event Of Occurrence, Claim Or Suit.

       It is a condition precedent to the application of all insurance
       afforded herein that:

            (a) In the event the Insured shall first become aware of any
            claim or allegation of a Wrongful Act, or any occurrence which
            might reasonably give rise to such claim or allegation of a
            Wrongful Act, written notice containing particulars sufficient
            to identify the Insured and any claimant and also reasonably
            obtainable information with respect to the time, place and
            circumstances thereof, and the names and addresses of the injured
            parties and of available witnesses, shall be given by or for the
            Insured to the Company or any of its authorized agents as soon
            as practicable;

            (b) If claim is made or suit is brought against an Insured, the
            Insured or Insurance Representative shall immediately forward to
            the Company every demand, notice, summons or other process
            received;

            (c) The Insured shall cooperate with the Company and, upon the
            Company's request, assist in making settlements, in the conduct
            of suits and in enforcing any right of contribution or indemnity
            against any person or organization who may be liable to the
            Insured because of an act with respect to which insurance is
            afforded under this policy; and the Insured shall attend hearings
            and trials and assist in securing and giving evidence and
            obtaining the attendance of witnesses.  The Insured shall not
            voluntarily assume or admit any liability, nor, except at said
            Insured's own cost, voluntarily make any payment, assume any
            obligations or incur any expense without the Company's prior
            written consent.

       (2) Action Against The Company.

       No action shall lie against the Company unless, as a condition
       precedent thereto, there shall have been full compliance with all of
       the terms of this policy, nor until the amount of the Insured's
       obligation to pay shall have been finally determined either by
       judgment against the Insured after actual trial or by written
       agreement of the Insured, the claimant and the Company.

       Any person or organization or the legal representative thereof who has
       secured such judgment or written agreement shall thereafter be
       entitled to recover under this policy to the extent of the insurance
       afforded by this policy.  No person or organization shall have any
       right under this policy to join the Company as a party to any action
       against the Insured to determine the Insured's liability nor shall the
       Company be impleaded by the Insured or said Insured's legal
       representative.  Bankruptcy or insolvency of the Insured or of the
       Insured's estate shall not relieve the Company of any of its
       obligations hereunder.

       (3) Other Insurance.

       This insurance shall apply only as excess insurance over any other
       valid and collectible insurance available to the Insured.

       (4) Subrogation.

       In the event of any payment under this policy, the Company shall be
       subrogated to all the Insured's rights of recovery therefor against
       any person or organization and the Insured shall execute and deliver
       instruments and papers and do whatever else is necessary to secure
       such rights.  The Insured shall do nothing after loss to prejudice
       such rights.

       (5) Changes.

       Notice to any agent or knowledge possessed by any agent or by any
       other person shall not effect a waiver or a change in any part of this
       policy or estop the Company from asserting any right under the terms
       of this policy, nor shall the terms of this policy be waived or
       changed, except by endorsement issued to form a part of this policy.

       (6) Assignment.

       Assignment of interest under this policy shall not bind the Company
       until its consent is endorsed hereon; if, however, the Insured shall
       become incompetent or die, such insurance as is afforded by this
       policy shall apply to the Insured's legal representative as an
       Insured, but only while acting within the scope of said Insured's
       duties as such.

       (7) Cancellation.

       This policy may be cancelled on behalf of the Insureds at any time by
       written notice to the Company.  This policy may also be cancelled on
       behalf of the Company by mailing to the Insurance Representative at
       the address of the Trust or Plan shown in the Declarations, written
       notice stating when, not less than thirty (30) days thereafter, the
       cancellation shall become effective.  The mailing of such notice shall
       be sufficient proof of notice, and this policy shall terminate at the
       date and hour specified in such notice.

                                     3



       If this policy shall be cancelled by the Insureds the Company shall
       retain the customary short rate proportion of the premium hereon.

       If this policy shall be cancelled by or on behalf of the Company, the
       Company shall retain the pro-rata proportion of the premium hereon. 
       Payment or tender of any unearned premium by the Company shall not be
       a condition precedent to the effectiveness of cancellation, but such
       payment shall be made as soon as practicable.

       (8)  Declarations.

       By acceptance of this policy, each Insured agrees that the statements
       in the Application attached to this policy are said Insured's
       agreements and representations, that this policy is issued in reliance
       upon the truth of such representations and that this policy embodies
       all agreements existing between said Insured and the Company or any
       of its agents relating to this insurance.

       (9)  Authorization.

       By acceptance of this policy, the Insurance Representative agrees to
       act on behalf of all Insureds with respect to the payment of premiums
       and the receiving of any return premiums that may become due under
       this policy, and the receiving of all notices of cancellation, non-
       renewal or change of coverages and the Insureds agree that they have,
       individually and collectively, delegated this authority exclusively
       to the Insurance Representative.  Nothing herein shall relieve each
       Insured from giving any notice to the Company that is required under
       Condition (1) of the policy.

       (10) Recourse.

       In the event that an Insured breaches any fiduciary obligation imposed
       by the Employee Retirement Income Security Act of 1974, as it may be
       amended from time to time, it is agreed that the Company has the right
       of recourse against any such Insured for any amount paid by the
       Company on account of such a breach of fiduciary obligation, but the
       Company shall have no such right of recourse if this policy has been
       purchased by an Employer or by an Employee organization.

       (11) Liberalization Clause.

       If during the period that insurance is in force under this policy, or
       within 45 days prior to the inception date thereof, on behalf of the
       Company there be adopted, or filed with and approved or accepted by
       the insurance supervisory authorities, all in conformity with law, any
       changes in the form attached to this policy by which this form of
       insurance could be extended or broadened without increased premium
       charge by endorsement or substitution of form, then such extended or
       broadened insurance shall inure to the benefit of the Insured
       hereunder as though such endorsement or substitution of form had been
       made.

       IN WITNESS WHEREOF, the Company has caused this policy to be signed
by its President and a Secretary at Hartford, Connecticut, and countersigned
on the Declarations page by a duly authorized agent of the Company.


/s/LOUISE L. MCCORMICK                       /s/RONALD E. COMPTON
Secretary                                    President



                         PENSION AND WELFARE FUND
                 FIDUCIARY RESPONSIBILITY INSURANCE POLICY
           OMNIBUS NAME OF DESIGNATED TRUST OR PLAN ENDORSEMENT
       (To be attached to and form part of Pension and Welfare Fund
                Fiduciary Responsibility Insurance Policy)


It is agreed that:

1.     From and after the time this endorsement becomes effective, the Name
       of Designated Trust or Plan referred to in Item 1. of the Declarations
       is:

       Any Employee Benefit Plan sponsored by the employer listed in Item 2.,
       below, or jointly-sponsored by said employer and a labor organization,
       for the exclusive benefit of the employees of said employer; subject,
       however, to the notice requirement set forth in Section III (5)
       DEFINITION OF INSURED.

2.     Name of employer:  The Procter & Gamble Company



This endorsement, issued by one of the below named companies, forms a part of
the policy to which attached, effective on the inception date of the policy
unless otherwise stated herein.

  (The information below is required only when this endorsement is issued
                 subsequent to preparation of the policy.)

Endorsement effective 6-30-93   Policy No. 68 FF 100827733 BCA 
                              Endorsement No.


Name of Designated Trust or Plan
The Procter & Gamble Company Profit Sharing Trust; etal


                           Countersigned by   /s/ROBERT D. LANG
                                             (Authorized Representative)

The Aetna Casualty and Surety Company
The Standard Fire Insurance Company
       Hartford, Connecticut 06156


(F-1282) ed. 6-80                                                CAT.04640A
                                                          PRINTED IN U.S.A.



                         PENSION AND WELFARE FUND 
                 FIDUCIARY RESPONSIBILITY INSURANCE POLICY
                    CONTINUITY OF COVERAGE ENDORSEMENT


It is agreed that the policy is amended as follows:

1.     By deleting Section V. POLICY PERIOD: TERRITORY. and substituting in
       lieu thereof the following:

       V. POLICY PERIOD: TERRITORY.

       This insurance applies only to claims first made during the policy
       period described in the Declarations within the United States of
       America, its territories or possessions or Canada; provided the
       Insured at the effective date of this insurance, or at the time the
       Insured first purchased Prior Similar Coverage, had no knowledge of
       or could not have reasonably foreseen any circumstances which might
       result in such claim; but this insurance shall not apply to claims
       arising out of any Wrongful Act of which the Insured became aware
       while such Prior Similar Coverage was in effect and which was reported
       to the company which provided such Prior Similar Coverage.

2.     By adding to Section IV. OTHER DEFINITIONS. the following new
       definition:

       (4) "Prior Similar Coverage" shall mean insurance which provides in
       whole or in part the insurance afforded by this policy which the
       Insured has maintained on an uninterrupted basis until the effective
       date of this policy.






This endorsement forms a part of the policy to which attached, effective on
the inception date of the policy unless otherwise stated herein.

  (The information below is required only when this endorsement is issued
                 subsequent to preparation of the policy.)

Endorsement effective 6-30-93 Policy No. 66 FF 100827733 BCA
                                                       Endorsement No.


Name of Designated Trust or Plan
The Procter & Gamble Company Profit Sharing Trust; etal


The Aetna Casualty and Surety Company
Hartford, Connecticut 06156


                           Countersigned by   /s/ROBERT D. LANG
                                             (Authorized Representative)

                                                                CAT. 007900
(F-1274) ED. 1-80                                         PRINTED IN U.S.A.



                         PENSION AND WELFARE FUND
                 FIDUCIARY RESPONSIBILITY INSURANCE POLICY
                             ENDORSEMENT FR-1


It is agreed that the policy is amended as follows:

1.     By deleting paragraph (1) of Section II. EXCLUSIONS and substituting
       the following therefor:

       (1) Arising out of any dishonest, fraudulent or criminal act, or
       willful violation of any statute, but this exclusion does not apply
       a claim upon which suit may be brought by reason of any alleged
       dishonesty on the part of the Insured, unless:

2.     By deleting Section X. EXTENSION CLAUSE in its entirety and
       substituting the following therefor:

       X. EXTENSION CLAUSE.

       It is agreed that if the Company terminates or refuses to renew this
       policy, the Insured may give to the Company notice that it desires to
       be insured for an additional period of twelve (12) months after the
       effective date of termination or nonrenewal, provided that written
       notice of its desire to be insured for said additional period is given
       to the Company prior to the effective date of termination or
       nonrenewal of the policy by the Company or within 10 days following
       the effective date of termination or nonrenewal.

       If the Insured terminates this policy or declines to accept renewal,
       the Insured may give to the Company notice that it desires to be
       insured for an additional period of twelve (12) months after the
       effective date of termination or nonrenewal, provided that written
       notice of its desire to be insured for said additional period is given
       to the Company prior to the effective date of termination or
       nonrenewal.

       The Company, at its sole option, may grant further extension periods
       beyond the twelve (12) months provided for herein.

       The insurance afforded during any extension period or periods shall
       apply only to claims made against the Insured during the said
       extension period or periods by reason of a Wrongful Act committed or
       alleged to have been committed prior to the effective date of
       termination or nonrenewal and which would be otherwise insured by this
       policy, subject to the following provisions:

            (a) Such additional period shall be deemed part of the policy
            period and not an addition thereto;

            (b) Such additional period of time shall terminate forthwith on
            the effective date of any other insurance obtained by the Insured
            or its successors in business, replacing in whole or in part the
            insurance afforded by this policy.  Where such other policy
            provides no coverage for loss sustained prior to its effective
            date, it shall not be deemed to be a replacement of this policy.

       The Insured shall pay to the Company an additional premium of 25% of
       the equivalent annual premium hereunder for each 12 month period of
       extension.

3.     By deleting subsection (1)(a) of Section XI. CONDITIONS and
       substituting the following therefor:

            (a) In the event the Insured shall first become aware of any
            claim or allegation of a Wrongful Act, written notice of such
            claim or allegation shall be given by or for the Insured to the
            Company or any of its authorized agents as soon as practicable
            and the Insured shall give the Company such information
            concerning such claim or allegation as the Company shall
            reasonably require.

This endorsement forms a part of the policy to which attached, effective on
the inception date of the policy unless otherwise stated herein.

(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)

Endorsement effective 6-30-93           Policy No. 68 FF 100827733 BCA


Name of Designated Trust or Plan
The Procter & Gamble Company Profit Sharing Trust; etal


                           Countersigned by   /s/ROBERT D. LANG
                                             (Authorized Representative)

                                                                CAT. 610836
(F-1401) ED. 1-83                                         PRINTED IN U.S.A.



                         PENSION AND WELFARE FUND
                 FIDUCIARY RESPONSIBILITY INSURANCE POLICY
                             ENDORSEMENT FR-2


It is agreed that the policy is amended as follows:

Section I. INSURING AGREEMENT is deleted in its entirety and the following is
substituted therefor:

I.  INSURING AGREEMENT.

The Company will pay on behalf of the Insured all sums which the Insured
shall become legally obligated to pay as Damages on account of any claim made
against the Insured for any Wrongful Act committed or alleged to have been
committed by the Insured or by any natural person for whose Wrongful Act the
Insured is legally liable.

The Company shall have the right and duty to defend the Insured in any claim
seeking pecuniary or nonpecuniary relief for a Wrongful Act even if the
allegations of the claim are groundless, false or fraudulent, and may make
such investigation and settlement of any claim as it deems expedient, or may,
at its sole option, give its written consent to the defense by the Insured of
such claim, but the Company shall not be obligated to pay any claim or
judgment or to defend any suit, nor pay for the defense of any suit being
conducted by the Insured with the Company's written consent, after the
applicable limit of the Company's liability has been exhausted by payment of
judgments or settlements.









This endorsement forms a part of the policy to which attached, effective on
the inception date of the policy unless otherwise stated herein.

(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)

Endorsement effective 6-30-93           Policy No. 68 FF 100827733 bca


Name of Designated Trust or Plan
The Procter & Gamble Company Profit Sharing Trust; etal


                           Countersigned by   /s/ROBERT D. LANG
                                             (Authorized Representative)

                                                                CAT. 610844
(F-1400) ED. 1-83                                         PRINTED IN U.S.A.



    PENSION AND WELFARE FUND FIDUCIARY RESPONSIBILITY INSURANCE POLICY


       To be attached to and form part of Policy No.  68 FF 100827733 BCA

issued to The Procter & Gamble Company Profit Sharing Trust; et al


       It is agreed that:

       The attached policy is amended by adding an additional section thereto
as follows:

       "XII DEDUCTIBLE AMOUNT

       **Twenty Five Thousand and 00/100------ ($25,000.00) (hereinafter
            referred to as Deductible Amount) shall be deducted from the
            amount of each claim covered hereunder, including all expense
            incurred, and the Company shall be liable only in excess of such
            Deductible Amount.  Claims based on or arising out of the same
            Wrongful Act or interrelated Wrongful Acts of one or more of the
            Insureds shall be considered a single claim and only one
            Deductible Amount shall be applied to each single claim.

            Subject to Section IX, CONSENT TO SETTLE, of the attached policy,
            the Company may pay any part or all of the Deductible Amount to
            effect settlement of any claim or suit and upon notification of
            the action taken, the Insured shall promptly reimburse the
            Company for such part of the Deductible Amount as has been paid
            by the Company.

       **This Endorsement has been amended as follows:

         The Deductible is to apply to defense costs only.



                              THE AETNA CASUALTY AND SURETY COMPANY



                              By: /s/ROBERT D. LANG
                                   Authorized Representative


Accepted by:


_____________________________
Insurance Representative





(Excess over an underlying amount)



                                ENDORSEMENT


       To be attached to and form part of

Policy No.  68 FF 100827733 BCA

issued to The Procter & Gamble Company Profit Sharing Trust; etal

       It is agreed that:

       1.   Section II of the attached policy, Exclusions, is amended by
            adding the following exclusion:

            (9)  Arising out of plan terminations or restructures alleging
                 impairment of assets, or alleging wrongful distribution of
                 plan assets.


This endorsement forms a part of the policy to which attached, effective on
the inception date of the policy unless otherwise stated herein.

(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)

Endorsement effective                   Policy No.


Name of Designated Trust or Plan



                           Countersigned by    /s/ROBERT D. LANG
                                             (Authorized Representative)


Accepted by:



_______________________________
Insurance Representative


TO EXCLUDE LOSS ALLEGING IMPAIRMENT
OR WRONGFUL DISTRIBUTION OF ASSETS

                                                                CAT. 852716
(F-2036) ED.11-89                                         PRINTED IN U.S.A.



                                ENDORSEMENT

       To be attached to and form part of Policy No.  68 FF 100827733 BCA

issued to The Procter & Gamble Company Profit Sharing Trust; etal

       It is agreed that:

       1.   Section II of the attached policy, EXCLUSIONS, is amended by
            adding the following exclusion:

            (10) Based on, arising out of, directly or indirectly resulting
                 from, in consequence of, or in any way involving, actual or
                 alleged seepage, pollution or contamination of any kind.




This endorsement forms a part of the policy to which attached, effective on
the inception date of the policy unless otherwise stated herein.

(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)

Endorsement effective                   Policy No.


Name of Designated Trust or Plan



                           Countersigned by    /s/ROBERT D. LANG
                                             (Authorized Representative)


Accepted by:



_______________________________
Insurance Representative


POLLUTION EXCLUSION ENDORSEMENT




                                                                 CAT.85266A
(F-2035) ED.11-89                                         PRINTED IN U.S.A.



                          SPECIAL ENDORSEMENT #1

       To be attached to and form part of Policy 68 FF 100827733 BCA

issued by The Aetna Casualty and Surety Company (hereinafter called
Controlling Company)

in favor of The Procter & Gamble Profit Sharing Trust; et al.

       It is agreed that:

       1.   The term "Underwriter" as used in the attached policy shall be
construed to mean, unless otherwise specified in this rider, all the
Companies executing the attached policy.

       2.   Each of said Companies shall be liable for such proportion of any
loss under the attached policy as the amount underwritten by such Company as
specified in the Schedule forming a part hereof, bears to the Annual
Aggregate Limit of Liability of the attached policy.

       3.   Each of said Companies shall be liable for any payments made
pursuant to Section VIII, Supplementary Payments in proportion for which each
Companies' respective Limit of Liability bears to the Annual Aggregate Limit
of the policy.

       4.   In the absence of a request from any of said Companies to pay
premiums directly to it, premiums for the attached policy may be paid to the
Controlling Company for the account of all of said Companies.

       5.   In the absence of a request from any of said Companies that
notice of claim and proof of loss be given to or filed directly with it, the
giving of such notice to and the filing of such proof with, the Controlling
Company shall be deemed to be in compliance with the conditions of the
attached policy for the giving of notice of loss and the filing of proof of
loss, if given and filed in accordance with said conditions.

       6.   The Controlling Company may give notice in accordance with the
terms of the attached policy, terminating or canceling the attached policy,
and any notice so given shall terminate or cancel the liability of all of
said Companies.

       7.   Any Company other than the Controlling Company may give notice
in accordance with the terms of the attached policy, terminating or canceling
the entire liability of such other Company under the attached policy.

       8.   In the absence of a request from any of said Companies that
notice of termination or cancellation by the Insured of the attached policy
in its entirety be given to or filed directly with it, the giving of such
notice in accordance with the terms of the attached policy to the Controlling
Company shall terminate or cancel the liability of all of said Companies as
an entirety.  The giving of notice for termination or cancellation in
accordance with the terms of the attached bond to any Companies shall
terminate or cancel the liability of the Controlling Company.

       9.   In the event of the termination or cancellation of the attached
policy as an entirety, no Company shall be liable to the 



                                                        68 FF 100827733 BCA

Insured for a greater proportion of any return premium due the Insured than
the amount underwritten by such Company bears to the Annual Aggregate Limit
of Liability of the attached policy.

       10.  In the event of the termination or cancellation of the attached
policy as to any Company, such Company alone shall be liable to the Insured
for any return premium due the Insured on account of such termination or
cancellation.  The termination or cancellation of the attached policy as to
any Company other than the Controlling Company shall not terminate, cancel or
otherwise affect the liability of the other Companies under the attached
policy.

       11.  This rider shall become effective as of 12:01 a.m. on 6/30/93
standard time.

Underwritten for the sum of $20,000,000
except as follows:

                                   Controlling Company
                           By:  The Aetna Casualty and Surety Company


                           Attest:  /s/DANIEL A. WALLA


Underwritten for the sum of $10,000,000
except as follows:

                           By:  Celtic Insurance Company


                           Attest:  

Accepted:  
                 Insured

By:  The Procter & Gamble Company; etal



                       THE PROCTER & GAMBLE COMPANY

                             Cincinnati, Ohio


AUTHORIZE GUARANTEE OF OBLIGATIONS OF
- - --------- --------- -- ----------- --
CELTIC INSURANCE COMPANY, LTD. AND
- - ------ --------- -------- ---- ---
OTHER CAPTIVE INSURANCE COMPANIES:
- - ----- ------- --------- ---------


       RESOLVED, That this Company is here by authorized to act as the
Guarantor of the obligations of Celtic Insurance Company, Ltd. and other
captive insurance companies, provided that such obligations are limited to
those arising out of insurance coverage provided to this Company and its
affiliated companies or to selected contractors while they are providing
services to this Company and its affiliated companies and provided further
that this Company shall only act as a Guarantor to the extent that and for so
long as it is able to limit its exposure for any single occurrence to Twenty-
Five Million Dollars ($25,000,000) through the purchase from non-affiliated
companies of excess liability coverage; and

       RESOLVED FURTHER, That the appropriate officers of this Company are
hereby authorized and directed to do or cause to be done all acts and things,
and to make, execute and deliver all such statements, documents, agreements
and instruments as they deem necessary or appropriate to fully effectuate the
foregoing resolution.

       I, Rita M. Neago, Assistant Secretary of The Procter & Gamble Company
do hereby certify that the above resolution was approved by the Board of
Directors of The Procter & Gamble Company on December 8, 1992 and that said
resolution is still in full force and effect.


                                   /s/RITA M. NEAGO
                                   Assistant Secretary

Cincinnati, Ohio
December 10, 1992