UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               FORM 13F COVER PAGE

             Report for the Calendar Year or Quarter Ended: September 30, 2001

             Check here if Amendment [ ]: Amendment Number: __________

                This Amendment (Check only one.): [ ] a restatement.
                                                  [ ] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:     The Procter & Gamble Company
Address:  One Procter & Gamble Plaza
          Cincinnati, OH 45202

Form 13F File Number: 028-06145

          The institutional investment manager filing this report and the person
          by whom it is signed  hereby  represent  that the person  signing  the
          report is  authorized  to submit it,  that all  information  contained
          herein is true,  correct and complete,  and that it is understood that
          all required items,  statements,  schedules,  lists,  and tables,  are
          considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Reporting Manager:  Juan Pedro Hernandez

Name:   Juan Pedro Hernandez
Title:  Vice President & Treasurer
Phone:  513-983-6523

Signature, Place, and Date of Signing:

JUAN PEDRO HERNANDEZ
---------------------------------------
Cincinnati, OH
November 15, 2001

Report Type (Check only one.):

[X] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting
    manager are reported in this report.)

[ ] 13F NOTICE. (Check here if no holdings reported are in this reporting
    manager are reported in this report and a portion are reported by other
    reporting manager(s).)

[ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for
    this reporting manager are reported in this report and a portion are
    reported by other reporting manager(s).)



                              FORM 13F SUMMARY PAGE

                                                            REPORT SUMMARY:


Number of Other Included Managers:  0

Form 13F Information Table Entry Total:  2

Form 13F Information Table Value Total:  $127,168 (thousands)

List of Other Included Managers:  None






                           FORM 13F INFORMATION TABLE



Column 1     Column 2      Column 3     Column 4                Column 5             Column 6     Column 7        Column 8
--------     --------      --------     --------      ---------------------------    --------     --------   --------------------
                                                                                                               Voting authority
                                                                                                             --------------------

Name of      Title of       CUSIP        Value        Shrs or    SH/PRN  Put/Call    Investment   Other
Issuer       class                       (x$1000)     prn amt                        discretion   managers   Sole      Shared  None
--------     --------       --------     --------     -------    ------  --------    ----------   --------   ----      ------  ----
                                                                                        
Regeneron    Common         75886F107    $125,934     5,662,505  SH                  Sole                    5,662,505
Pharmaceu-
ticals
Inc.


I-Many Inc.  Common         44973Q103    $  1,234       531,960  SH                  Sole                      531,960