<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>clairol.txt
<DESCRIPTION>CLAIROL ACQ
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)            November 16, 2001


                          THE PROCTER & GAMBLE COMPANY
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             (Exact name of registrant as specified in its charter)


    Ohio                          1-434                       31-0411980
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(State or other            (Commission File Number)           (IRS Employer
jurisdiction of                                               Identification
incorporation)                                                Number)


One Procter & Gamble Plaza, Cincinnati, Ohio                  45202
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(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code   (513) 983-1100
                                                     --------------


ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

     On November 15, 2001,  The Procter & Gamble Company  ("P&G")  completed the
purchase of the Clairol hair care business of  Bristol-Byers  Squibb ("BMS") for
$4.95  billion in cash.  The Clairol  acquisition  includes the  acquisition  of
Clairol's hair colorant brands, including Nice 'n Easy, Natural Instincts,  Miss
Clairol  and  Hydrience,  and  Clairol's  hair  care  brands,  including  Herbal
Essences,  Aussie and Infusium. This acquisition included the purchase of all of
the capital stock of Clairol, Inc. held by BMS and additional assets used by BMS
in the worldwide Clairol  business.  P&G intends to use such assets for the same
purpose following the acquisition.

     The  purchase  price of  $4.95  billion  was  determined  by  arm's  length
negotiations   between  P&G  and  BMS.  The   acquisition   was  financed   with
approximately  $500  million in current  cash and $4.5 billion in debt raised by
the  issuance  of  commercial  paper  immediately  prior to the  closing  of the
transaction.

     The Stock and Asset Purchase  Agreement  dated May 20, 2001 between P&G and
BMS was filed as Exhibit 2-1 to P&G's Annual  Report on Form 10-K for the fiscal
year ended June 30, 2001,  and is  incorporated  herein by reference.  The press
release  announcing  the  completion of the  acquisition  is attached  hereto as
Exhibit 99-1.





                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                       THE PROCTER & GAMBLE COMPANY


                                       TERRY L. OVERBEY
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                                       Terry L. Overbey, Secretary
                                       November 16, 2001




                                     Exhibit

1.  The Procter & Gamble Company press release dated November 16, 2001.




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