Registration No.--
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                 ______________

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________

                            Colgate-Palmolive Company
             (Exact Name of Registrant as Specified in Its Charter)

                  DELAWARE                              13-1815595
        (State or Other Jurisdiction         (IRS Employer Identification No.)
      of Incorporation or Organization)

       300 Park Avenue, New York, N.Y.                     10022
  (Address of Principal Executive Offices)              (Zip Code)
                               ___________________

                            COLGATE-PALMOLIVE COMPANY
                      EMPLOYEES SAVINGS AND INVESTMENT PLAN
                            (Full Title of the Plan)

                    ANDREW D. HENDRY, Senior Vice President,
                          General Counsel and Secretary
                            Colgate-Palmolive Company
                                 300 Park Avenue
                               New York, NY  10022
                     (Name and Address of Agent for Service)
                                  212-310-2239
          (Telephone Number, Including Area Code, of Agent For Service)
                               __________________
Approximate date of commencement of proposed sale to the public:  From time to
time after the effective date of this Registration Statement.

<TABLE><CAPTION>

                                 CALCULATION OF REGISTRATION FEE

==========================================================================================================
                                                       Proposed           Proposed
    Title of Securities to             Amount          Maximum            Maximum           Amount of
    be Registered                      to be          Offering Price      Aggregate         Registration
                                       Registered      Per Share (1)      Offering Price      Fee
                                                                        
<S>                                   <C>             <C>                <C>              <C>
Common Stock, Par Value $1
  Per Share.........................   20,000 shs       $72.8125           $1,456,250          $502.16

Series B Convertible Preference             (2)             _              _                   _
  Stock, Without Without Par Value..
==========================================================================================================
</TABLE>

     (1)  Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(h), based, for the Common Stock, on the average of
the high and low per share market price of the Common Stock for New York Stock
Exchange Composite Transactions on December 1, 1995 of $72.8125.
   
     (2)  Such number of shares of Series B Convertible Preference Stock as are
converted into the shares of Common Stock prior to withdrawal from the Employees
Savings and Investment Plan.

In addition, (i) pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein and (ii)
this registration statement relates to a currently indeterminable number of
shares of Common Stock which may be issued upon conversion of the Series B
Convertible Preference Stock in accordance with the terms thereof.
================================================================================





<PAGE>







                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

     The following documents, filed by the Company and the Company's Employees
Savings and Investment Plan (the "Plan") with the Commission under the
Securities and Exchange Act of 1934 (File No. 1-644-2), are incorporated in this
registration statement by reference:

     (1)  The Company's Annual Report on Form 10-K for the year ended December
31, 1994.

     (2)  The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995.

     (3)  The Company's Current Reports on Form 8-K dated January 10, 1995, May
22, 1995, and September 21, 1995.

     (4)  The Company's Form 8-K/A dated March 23, 1995.

     (5)  The Plan's Annual Report on Form 11-K for the year ended December 31,
1994.

     (6)  The description of the Company's Common Stock and Series B Convertible
Preference Stock contained in the Company's Current Report on Form 8-K dated
October 17, 1991.

     All documents filed by the Company or the Plan pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified and
superseded, to constitute a part of this registration statement.






                                      II-1

<PAGE>







Item 4.   Description of Securities

      For a description of the Company's Series B Convertible Preference Stock,
which is not registered under Section 12 of the Securities Exchange Act of 1934,
please see the Company's Current Report on Form 8-K dated October 17, 1991,
incorporated herein by reference.

Item 5.  Interests of Named Experts and Counsel

      None.

Item 6.  Indemnification of Directors and Officers

      Reference is made to Section 145 of the General Corporation Law of the
State of Delaware (the "GCL"), which provides for indemnification of directors,
officers and other employees in certain circumstances, and to Section 102(b)(7)
of the GCL, which provides for the elimination or limitation of the personal
liability for monetary damages of directors under certain circumstances. 
Article Tenth of the Restated Certificate of Incorporation of the Company, as
amended, eliminates the personal liability for monetary damages of directors
under certain circumstances and provides indemnification to directors, officers
and other employees of the Company to the fullest extent permitted by the GCL. 
The Company has also executed indemnification agreements with the directors,
officers and certain other employees of the Company.  Such indemnification
agreements contain provisions which purport to provide indemnification, where
not limited by applicable law, for amounts paid by such individuals in
settlement of shareholder derivative actions.  Additionally, the Company
maintains customary directors' and officers' liability insurance.

Item 8.  Exhibits

Exhibit
Number
- ------


23      -- Consent of Arthur Andersen LLP, independent public accountants for
           the Company.

24      -- Powers of Attorney.


                                      II-2

<PAGE>







Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

          (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;

          (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the 
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.









                                      II-3




<PAGE>







     (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.




                                      II-4




<PAGE>






                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on the date appearing
below.

                                        COLGATE-PALMOLIVE COMPANY
                                            (The Registrant)



                                        By:  /s/  Andrew D. Hendry
                                           -----------------------
                                        Andrew D. Hendry, Senior Vice President,
                                        General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE><CAPTION>

               Signature                                 Title                       Date 
               ---------                                 -----                      ------

Principal Executive Officer and Director:
<S>                                         <C>                               <C>
     /s/       Reuben Mark                   Chairman of the Board, Chief      December 5, 1995
- -------------------------------------
               Reuben Mark                   Executive Officer and Director

Principal Financial Officer:

     /s/       Robert M. Agate               Senior Executive Vice             December 5, 1995
- -------------------------------------
               Robert M. Agate               President and Chief Financial
                                             Officer

Principal Accounting Officer:

     /s/       Stephen C. Patrick            Vice President,                   December 5, 1995
- -------------------------------------
               Stephen C. Patrick            Corporate Controller



Directors:

Vernon R. Alden*
Jill K. Conway*
Ronald E. Ferguson*
Ellen M. Hancock*
John P. Kendall*
Delano E. Lewis*
Howard B. Wentz, Jr.*




*By:      /s/  Andrew D. Hendry                                                December 5, 1995
    ----------------------------------
               Andrew D. Hendry
               Attorney-in-Fact
</TABLE>


                                      II-5




<PAGE>






                                   SIGNATURES

The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on December 5, 1995.

                                        COLGATE-PALMOLIVE COMPANY EMPLOYEES
                                            SAVINGS AND INVESTMENT PLAN
                                                    (The Plan)


                                        By:      /s/  Robert M. Agate
                                            ------------------------------
                                             Robert M. Agate, Senior Executive
                                             Vice President and Chief Financial
                                             Officer




                                      II-6




<PAGE>






                                  EXHIBIT INDEX

Exhibit No.              Description                                        Page
- -----------              -----------                                        ----

     23        Consent of Arthur Andersen LLP, independent public
               accountants for the Company.

     24        Powers of Attorney.





                                     II-7
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{"company-data": {"conformed-name": "COLGATE PALMOLIVE CO", "cik": "0000021665", "assigned-sic": "2844", "irs-number": "131815595", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64753", "film-number": "95599354"}, "business-address": {"street1": "300 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2123102000"}, "mail-address": {"street1": "300 PARK AVE", "street2": "14TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
Registration No.--
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                 ______________

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________

                            Colgate-Palmolive Company
             (Exact Name of Registrant as Specified in Its Charter)

                  DELAWARE                              13-1815595
        (State or Other Jurisdiction         (IRS Employer Identification No.)
      of Incorporation or Organization)

       300 Park Avenue, New York, N.Y.                     10022
  (Address of Principal Executive Offices)              (Zip Code)
                               ___________________

                            COLGATE-PALMOLIVE COMPANY
                      EMPLOYEES SAVINGS AND INVESTMENT PLAN
                            (Full Title of the Plan)

                    ANDREW D. HENDRY, Senior Vice President,
                          General Counsel and Secretary
                            Colgate-Palmolive Company
                                 300 Park Avenue
                               New York, NY  10022
                     (Name and Address of Agent for Service)
                                  212-310-2239
          (Telephone Number, Including Area Code, of Agent For Service)
                               __________________
Approximate date of commencement of proposed sale to the public:  From time to
time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE

==========================================================================================================
                                                       Proposed           Proposed
    Title of Securities to             Amount          Maximum            Maximum           Amount of
    be Registered                      to be          Offering Price      Aggregate         Registration
                                       Registered      Per Share (1)      Offering Price      Fee
Common Stock, Par Value $1
  Per Share.........................   20,000 shs       $72.8125           $1,456,250          $502.16

Series B Convertible Preference             (2)             _              _                   _
  Stock, Without Without Par Value..
==========================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(h), based, for the Common Stock, on the average of
the high and low per share market price of the Common Stock for New York Stock
Exchange Composite Transactions on December 1, 1995 of $72.8125.
   
     (2)  Such number of shares of Series B Convertible Preference Stock as are
converted into the shares of Common Stock prior to withdrawal from the Employees
Savings and Investment Plan.

In addition, (i) pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein and (ii)
this registration statement relates to a currently indeterminable number of
shares of Common Stock which may be issued upon conversion of the Series B
Convertible Preference Stock in accordance with the terms thereof.
================================================================================
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

     The following documents, filed by the Company and the Company's Employees
Savings and Investment Plan (the "Plan") with the Commission under the
Securities and Exchange Act of 1934 (File No. 1-644-2), are incorporated in this
registration statement by reference:

     (1)  The Company's Annual Report on Form 10-K for the year ended December
31, 1994.

     (2)  The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995.

     (3)  The Company's Current Reports on Form 8-K dated January 10, 1995, May
22, 1995, and September 21, 1995.

     (4)  The Company's Form 8-K/A dated March 23, 1995.

     (5)  The Plan's Annual Report on Form 11-K for the year ended December 31,
1994.

     (6)  The description of the Company's Common Stock and Series B Convertible
Preference Stock contained in the Company's Current Report on Form 8-K dated
October 17, 1991.

     All documents filed by the Company or the Plan pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified and
superseded, to constitute a part of this registration statement.

                                      II-1
Item 4.   Description of Securities

      For a description of the Company's Series B Convertible Preference Stock,
which is not registered under Section 12 of the Securities Exchange Act of 1934,
please see the Company's Current Report on Form 8-K dated October 17, 1991,
incorporated herein by reference.

Item 5.  Interests of Named Experts and Counsel

      None.

Item 6.  Indemnification of Directors and Officers

      Reference is made to Section 145 of the General Corporation Law of the
State of Delaware (the "GCL"), which provides for indemnification of directors,
officers and other employees in certain circumstances, and to Section 102(b)(7)
of the GCL, which provides for the elimination or limitation of the personal
liability for monetary damages of directors under certain circumstances. 
Article Tenth of the Restated Certificate of Incorporation of the Company, as
amended, eliminates the personal liability for monetary damages of directors
under certain circumstances and provides indemnification to directors, officers
and other employees of the Company to the fullest extent permitted by the GCL. 
The Company has also executed indemnification agreements with the directors,
officers and certain other employees of the Company.  Such indemnification
agreements contain provisions which purport to provide indemnification, where
not limited by applicable law, for amounts paid by such individuals in
settlement of shareholder derivative actions.  Additionally, the Company
maintains customary directors' and officers' liability insurance.

Item 8.  Exhibits

Exhibit
Number
- ------

23      -- Consent of Arthur Andersen LLP, independent public accountants for
           the Company.

24      -- Powers of Attorney.

                                      II-2
Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

          (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;

          (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the 
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                                      II-3
(h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on the date appearing
below.

                                        COLGATE-PALMOLIVE COMPANY
                                            (The Registrant)

                                        By:  /s/  Andrew D. Hendry
                                           -----------------------
                                        Andrew D. Hendry, Senior Vice President,
                                        General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
Signature                                 Title                       Date 
               ---------                                 -----                      ------

Principal Executive Officer and Director:
/s/       Reuben Mark                   Chairman of the Board, Chief      December 5, 1995
- -------------------------------------
               Reuben Mark                   Executive Officer and Director

Principal Financial Officer:

     /s/       Robert M. Agate               Senior Executive Vice             December 5, 1995
- -------------------------------------
               Robert M. Agate               President and Chief Financial
                                             Officer

Principal Accounting Officer:

     /s/       Stephen C. Patrick            Vice President,                   December 5, 1995
- -------------------------------------
               Stephen C. Patrick            Corporate Controller

Directors:

Vernon R. Alden*
Jill K. Conway*
Ronald E. Ferguson*
Ellen M. Hancock*
John P. Kendall*
Delano E. Lewis*
Howard B. Wentz, Jr.*

*By:      /s/  Andrew D. Hendry                                                December 5, 1995
    ----------------------------------
               Andrew D. Hendry
               Attorney-in-Fact
II-5
SIGNATURES

The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on December 5, 1995.

                                        COLGATE-PALMOLIVE COMPANY EMPLOYEES
                                            SAVINGS AND INVESTMENT PLAN
                                                    (The Plan)

                                        By:      /s/  Robert M. Agate
                                            ------------------------------
                                             Robert M. Agate, Senior Executive
                                             Vice President and Chief Financial
                                             Officer

                                      II-6
EXHIBIT INDEX

Exhibit No.              Description                                        Page
- -----------              -----------                                        ----

     23        Consent of Arthur Andersen LLP, independent public
               accountants for the Company.

     24        Powers of Attorney.

                                     II-7