Washington, D.C. 20549
                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check One): [ ] Form 10-K
             [ ] Form 20-F
             [X] Form 11-K
             [ ] Form 10-Q
             [ ] Form N-SAR

For Period Ended: 06/30/2001

[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR

For the Transition Period Ended: ___________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any  information  contained  herin.  If the  notification  relates to a
portion  of the  filing  checked  above,  identify  the  Item(s)  to  which  the
notification relates:


Full Name of Registrant:   THE PROCTER & GAMBLE COMPANY


Address of Principal Executive Office:  One Procter & Gamble Plaza

City, State and Zip Code:  Cincinnati, OH 45202

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate) (a) The reasons described in reasonable
detail in Part III of this form  could not be  eliminated  without  unreasonable
effort or expense; (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion  thereof,  will be
filed on or before the fifteenth calendar day following the prescribed due date;
or the subject  quarterly  report of transition  report on Form 10-Q, or portion
thereof will be filed on or before the fifth (c) The  accountant's  statement or
other exhibit  required by Rule 12b-25(c) has been attached if applicable.


State below in reasonble  detail the reasons why Forms 10-K,  20-F,  11-K, 10-Q,
N-SAR, or the transition  report portion thereof,  could not be filed within the
prescribed time period. (Attach Extra Sheets if Needed

The  registrant has filed S-8  registration  statements for a number of employee
benefit plans administered by the registrant for employees throughout the world,
including an S-8 registration  statement for the Plan. Each year, the registrant
files the necessary  11-K filing for the Plan in  accordance  with SEC rules and
regulations.  This year, due to unforeseen  circumstances  beyond the control of
the  registrant  in obtaining  the  information  necessary to perform the annual
audit of the Plan in a timely  manner,  the  registrant  was  unable  to  obtain
certified financial statements in a timely manner and will be unable to file the
11-K for the Plan without  unreasonable effort and expense. The registrant fully
intends to file the 11-K within the timeframe mandated by Rule 12b-25.


(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this

     E.J. Wunsch

(2) Have all other periodic  reports reports  required under Section 13 or 15(d)
of the Securities  Exchange Act of 1934 or Section 30 of the Investment  Company
Act of 1940 during the  preceeding 12 months or for such shorter period that the
registrant  was  required to file such  report(s)  been filed?  If answer is no,
identify report(s). [X] YES  [ ] NO

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] YES  [X] NO

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                          THE PROCTER & GAMBLE COMPANY
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date: 09/30/2002          By:   /S/ TERRY L. OVERBEY
      -------------            ----------------------------------------
                                Terry L. Overbey, Secretary