Dear Shareholder:

On  August  29,  1997 we sent you a notice and proxy  statement  plus
proxy card for the annual meeting of The Procter & Gamble Company  to
be held on Tuesday, October 14, 1997.

As  of  September  30  your  proxy card  has  not  been  received  by
BankBoston, N.A., the Company's proxy tabulator.  If you have in fact
already mailed your card, we thank you.  If not, we hope you will  do
so now.

In case you have lost the original card and need a new one to respond
at this time, we enclose a duplicate together with a return envelope.
Thank you for your attention to this matter.

                                  THE  PROCTER  &  GAMBLE COMPANY