As filed with the Securities and Exchange Commission on July 25, 2003

                              Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                            CHURCH & DWIGHT CO., INC.
             (Exact Name of Registrant as Specified in Its Charter)


Delaware                                                           13-4996950
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                              Identification No.)



                           469 North Harrison Street
                            Princeton, NJ 08543-5297
                    (Address of Principal Executive Offices)


                   Church & Dwight Co., Inc. Stock Award Plan
                            (Full Title of the Plan)


                              SUSAN E. GOLDY, ESQ.
                  Vice President, General Counsel and Secretary
                            Church & Dwight Co., Inc.
                            469 North Harrison Street
                            Princeton, NJ 08543-5297
                     (Name and Address of Agent for Service)


                                 (609) 683-5900
          -------------------------------------------------------------
          (Telephone Number, including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                Title of Each                     Amount      Proposed Maximum    Proposed Maximum      Amount Of
             Class of Securities                   To Be       Offering Price        Aggregate         Registration
              To Be Registered                  Registered        Per Share        Offering Price          Fee
============================================== ============== ================== =================== =================
<S>                                             <C>               <C>            <C>                   <C>
Common Stock, $1.00 par value, to be issued      5,689,750         $ 33.19        $188,842,802.50       $17,373.54
under the Stock Award Plan (1)(2)(3)

         (1) Estimated solely for purposes of calculation of the registration
fee in accordance with Rule 457(h) of the Securities Act of 1933, as amended
(the "Securities Act"). The computation is based upon the average of the high
and low price of the Common Stock as reported on the New York Stock Exchange on
July 21, 2003.

<PAGE>

(2) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered or
issued to prevent dilution resulting from stock splits, stock dividends, and
similar anti-dilution provisions.

(3) Associated with each share of Common Stock is the right to purchase one
one-hundredth of a share of preferred stock pursuant to a rights agreement.
Preferred stock purchase rights do not carry a separate price or necessitate an
additional filing fee.
</TABLE>



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.

         Information required by Item 1 to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and Note to Part I of Form S-8.

Item 2.           Registrant Information and Employee Plan Annual Information.

         Information required by Item 2 to be contained in the Section 10(a)
Prospects is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and Note to Part I of Form S-8.

Item 3.           Incorporation of Documents by Reference.

     The following  documents  heretofore  filed by Church & Dwight Co., Inc., a
Delaware  corporation (the  "Registrant")  under the Securities  Exchange Act of
1934, as amended (the "Exchange Act") are incorporated herein by reference:

          (1) the Registrant's  Annual Report on Form 10-K for the period ending
     December 31, 2002, filed March 27, 2003;

          (2) the  Registrant's  Quarterly  Report on Form  10-Q for the  period
     ending March 28, 2003, filed May 12, 2003;

          (3) the Registrant's Current Report on From 8-K, filed May 7, 2003;

          (4) the description of the Registrant's  Common Stock set forth in the
     Registrant's  Registration Statement on Form 8-A dated August 10, 1990, and
     including any other amendments or reports filed for the purpose of updating
     such description.

         In addition, all documents subsequently filed by it pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 the this Registration Statement and to be
part thereof from the date of filing of such documents.


Item 4.           Description of Securities.

         Not Applicable.

Item 5.           Interests of Named Experts and Counsel.

         Not Applicable.


Item 6.           Indemnification of Directors and Officers.

         The registrant is organized under the laws of the State of Delaware.
Delaware General Corporation Law, as amended (the "GCL"), provides that a
Delaware corporation has the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
in such capacity in another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
<PAGE>
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. In the case of an action or suit brought by or in the right of the
corporation, indemnification of any director, officer, employee and other agent
against expenses actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit is permitted if such
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation; however, no
indemnification is permitted in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the Delaware Court of Chancery, or the court
in which such action or suit was brought, shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.

         Under the GCL, a Delaware corporation has the power to purchase and
maintain insurance on behalf of any director, officer, employee or other agent
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation has the power to indemnify such person against such
liability under the GCL. A Delaware corporation also may, with certain
limitations, set forth in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of a fiduciary duty as a
director.

         Reference is made to Section 145 and 102(b)(7) of the GCL in connection
with the above summary of indemnification and insurance.

Item 7.           Exemption from Registration Claimed.

         Not Applicable.

Item 8.           Exhibits.

         An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on page 8.



Item 9. Undertakings.

         (a)  Rule 415 offering.

         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

                         (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;
<PAGE>
         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the registrant pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference in the registration statement;

                  (2) That, for the purpose of determining any liability under
         the Securities Act, 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; and

                  (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)  Filings  incorporating   subsequent  Exchange  Act  Documents  by
     Reference.

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

         (c)  Filing of Registration Statement on Form S-8.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.



<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 Township of Princeton, State of New Jersey on the 23rd day of
July, 2003.

                                   CHURCH & DWIGHT CO., INC.



                                   By: /s/Robert A. Davies, III
                                       ------------------------------------
                                       Robert A. Davies, III
                                       Chairman and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Robert A. Davies, III, Zvi Eiref,
and Susan E. Goldy, the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and revocation, for and in the
undersigned's name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact may
lawfully do or cause to be done by virtue thereof.

         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 dates indicated.


<TABLE>
<CAPTION>

<S>                                               <C>                                    <C>
                 Signature                                    Capacity                              Date

/s/Robert A. Davies, III                                                                      July 23, 2003
-----------------------------------------               Chairman and Chief Executive         --------------------
          Robert A. Davies, III                      Officer and Director (Principal
                                                           Executive Officer)


/s/Zvi Eiref                                           Vice President, Finance and            July 23, 2003
-----------------------------------------                Chief Financial Officer             --------------------
          Zvi Eiref                              (Principal Financial and
                                                            Accounting Officer)


/s/Gary P. Halker                                     Vice President, Finance and             July 23, 2003
-----------------------------------------           Treasurer (Principal Accounting          --------------------
          Gary P. Halker                                     Officer)
<PAGE>

/s/Robert H. Beeby                                               Director                     July 23, 2003
-----------------------------------------                                                    --------------------
          Robert H. Beeby


 /s/Rosina B. Dixon                                              Director                     July 23, 2003
----------------------------------------                                                     --------------------
          Rosina B. Dixon


 /s/J. Richard Leaman                                            Director                     July 23, 2003
-----------------------------------------                                                    --------------------
          J. Richard Leaman, Jr.


/s/Robert D. LeBlanc                                             Director                     July 23, 2003
-----------------------------------------                                                    --------------------
          Robert D. LeBlanc


/s/John D. Leggett III                                           Director                     July 23, 2003
-----------------------------------------                                                    --------------------
          John D. Leggett III


/s/John F. Maypole                                                Director                     July 23, 2003
-----------------------------------------                                                     -------------------
          John F. Maypole


/s/Robert A. McCabe                                               Director                     July 23, 2003
-----------------------------------------                                                     -------------------
          Robert A. McCabe


/s/Dwight C. Minton                                               Director                     July 23, 2003
-----------------------------------------                                                     -------------------
          Dwight C. Minton


/s/Burton B. Staniar                                              Director                     July 23, 2003
-----------------------------------------                                                     -------------------
             Burton B. Staniar


/s/John O. Whitney                                                Director                     July 23, 2003
-----------------------------------------                                                     -------------------
              John O. Whitney
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                  Exhibit Index

                    (Pursuant to Item 601 of Regulation S-K)

    Exhibit                                                                                           Sequential
      No.                                    Description and Method of Filing                            Page
    -------      -------------------------------------------------------------------------------       ------
<S>              <C>                                                                                    <C>
      4.1        Church & Dwight Co., Inc. Stock Award Plan                                               *
      5.1        Opinion  of  Reed  Smith  LLP,   regarding   the  legality  of  shares  of  the
                 registrant's Common Stock being registered.
     23.1        Consent of Reed  Smith LLP  (contained  in the  opinion  filed as  Exhibit  5.1
                 hereto).
     23.2        Consent of Deloitte & Touche LLP, independent auditors.
     24.1        Powers of Attorney (filed herewith as part of the signature pages).



</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s8-2003.txt", "description": "S-8 C&D STOCK AWARD PLAN", "secsgml_size_bytes": 19723}]
{"company-data": {"conformed-name": "CHURCH & DWIGHT CO INC /DE/", "cik": "0000313927", "assigned-sic": "2840", "irs-number": "134996950", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107364", "film-number": "03804088"}, "business-address": {"street1": "469 N HARRISON ST", "city": "PRINCETON", "state": "NJ", "zip": "08543-5297", "phone": "6096835900"}, "mail-address": {"street1": "469 N HARRISON STREET", "city": "PRINCETON", "state": "NJ", "zip": "08543-5297"}}
As filed with the Securities and Exchange Commission on July 25, 2003

                              Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            CHURCH & DWIGHT CO., INC.
             (Exact Name of Registrant as Specified in Its Charter)

Delaware                                                           13-4996950
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

                           469 North Harrison Street
                            Princeton, NJ 08543-5297
                    (Address of Principal Executive Offices)

                   Church & Dwight Co., Inc. Stock Award Plan
                            (Full Title of the Plan)

                              SUSAN E. GOLDY, ESQ.
                  Vice President, General Counsel and Secretary
                            Church & Dwight Co., Inc.
                            469 North Harrison Street
                            Princeton, NJ 08543-5297
                     (Name and Address of Agent for Service)

                                 (609) 683-5900
          -------------------------------------------------------------
          (Telephone Number, including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
Title of Each                     Amount      Proposed Maximum    Proposed Maximum      Amount Of
             Class of Securities                   To Be       Offering Price        Aggregate         Registration
              To Be Registered                  Registered        Per Share        Offering Price          Fee
============================================== ============== ================== =================== =================
Common Stock, $1.00 par value, to be issued      5,689,750         $ 33.19        $188,842,802.50       $17,373.54
under the Stock Award Plan (1)(2)(3)

         (1) Estimated solely for purposes of calculation of the registration
fee in accordance with Rule 457(h) of the Securities Act of 1933, as amended
(the "Securities Act"). The computation is based upon the average of the high
and low price of the Common Stock as reported on the New York Stock Exchange on
July 21, 2003.
(2) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered or
issued to prevent dilution resulting from stock splits, stock dividends, and
similar anti-dilution provisions.

(3) Associated with each share of Common Stock is the right to purchase one
one-hundredth of a share of preferred stock pursuant to a rights agreement.
Preferred stock purchase rights do not carry a separate price or necessitate an
additional filing fee.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.

         Information required by Item 1 to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and Note to Part I of Form S-8.

Item 2.           Registrant Information and Employee Plan Annual Information.

         Information required by Item 2 to be contained in the Section 10(a)
Prospects is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and Note to Part I of Form S-8.

Item 3.           Incorporation of Documents by Reference.

     The following  documents  heretofore  filed by Church & Dwight Co., Inc., a
Delaware  corporation (the  "Registrant")  under the Securities  Exchange Act of
1934, as amended (the "Exchange Act") are incorporated herein by reference:

          (1) the Registrant's  Annual Report on Form 10-K for the period ending
     December 31, 2002, filed March 27, 2003;

          (2) the  Registrant's  Quarterly  Report on Form  10-Q for the  period
     ending March 28, 2003, filed May 12, 2003;

          (3) the Registrant's Current Report on From 8-K, filed May 7, 2003;

          (4) the description of the Registrant's  Common Stock set forth in the
     Registrant's  Registration Statement on Form 8-A dated August 10, 1990, and
     including any other amendments or reports filed for the purpose of updating
     such description.

         In addition, all documents subsequently filed by it pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 the this Registration Statement and to be
part thereof from the date of filing of such documents.

Item 4.           Description of Securities.

         Not Applicable.

Item 5.           Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.           Indemnification of Directors and Officers.

         The registrant is organized under the laws of the State of Delaware.
Delaware General Corporation Law, as amended (the "GCL"), provides that a
Delaware corporation has the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
in such capacity in another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. In the case of an action or suit brought by or in the right of the
corporation, indemnification of any director, officer, employee and other agent
against expenses actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit is permitted if such
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation; however, no
indemnification is permitted in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the Delaware Court of Chancery, or the court
in which such action or suit was brought, shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.

         Under the GCL, a Delaware corporation has the power to purchase and
maintain insurance on behalf of any director, officer, employee or other agent
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation has the power to indemnify such person against such
liability under the GCL. A Delaware corporation also may, with certain
limitations, set forth in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of a fiduciary duty as a
director.

         Reference is made to Section 145 and 102(b)(7) of the GCL in connection
with the above summary of indemnification and insurance.

Item 7.           Exemption from Registration Claimed.

         Not Applicable.

Item 8.           Exhibits.

         An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on page 8.

Item 9. Undertakings.

         (a)  Rule 415 offering.

         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

                         (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 information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the registrant pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference in the registration statement;

                  (2) That, for the purpose of determining any liability under
         the Securities Act, 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; and

                  (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)  Filings  incorporating   subsequent  Exchange  Act  Documents  by
     Reference.

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

         (c)  Filing of Registration Statement on Form S-8.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.
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 Township of Princeton, State of New Jersey on the 23rd day of
July, 2003.

                                   CHURCH & DWIGHT CO., INC.

                                   By: /s/Robert A. Davies, III
                                       ------------------------------------
                                       Robert A. Davies, III
                                       Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Robert A. Davies, III, Zvi Eiref,
and Susan E. Goldy, the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and revocation, for and in the
undersigned's name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact may
lawfully do or cause to be done by virtue thereof.

         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 dates indicated.
Signature                                    Capacity                              Date

/s/Robert A. Davies, III                                                                      July 23, 2003
-----------------------------------------               Chairman and Chief Executive         --------------------
          Robert A. Davies, III                      Officer and Director (Principal
                                                           Executive Officer)

/s/Zvi Eiref                                           Vice President, Finance and            July 23, 2003
-----------------------------------------                Chief Financial Officer             --------------------
          Zvi Eiref                              (Principal Financial and
                                                            Accounting Officer)

/s/Gary P. Halker                                     Vice President, Finance and             July 23, 2003
-----------------------------------------           Treasurer (Principal Accounting          --------------------
          Gary P. Halker                                     Officer)
/s/Robert H. Beeby                                               Director                     July 23, 2003
-----------------------------------------                                                    --------------------
          Robert H. Beeby

 /s/Rosina B. Dixon                                              Director                     July 23, 2003
----------------------------------------                                                     --------------------
          Rosina B. Dixon

 /s/J. Richard Leaman                                            Director                     July 23, 2003
-----------------------------------------                                                    --------------------
          J. Richard Leaman, Jr.

/s/Robert D. LeBlanc                                             Director                     July 23, 2003
-----------------------------------------                                                    --------------------
          Robert D. LeBlanc

/s/John D. Leggett III                                           Director                     July 23, 2003
-----------------------------------------                                                    --------------------
          John D. Leggett III

/s/John F. Maypole                                                Director                     July 23, 2003
-----------------------------------------                                                     -------------------
          John F. Maypole

/s/Robert A. McCabe                                               Director                     July 23, 2003
-----------------------------------------                                                     -------------------
          Robert A. McCabe

/s/Dwight C. Minton                                               Director                     July 23, 2003
-----------------------------------------                                                     -------------------
          Dwight C. Minton

/s/Burton B. Staniar                                              Director                     July 23, 2003
-----------------------------------------                                                     -------------------
             Burton B. Staniar

/s/John O. Whitney                                                Director                     July 23, 2003
-----------------------------------------                                                     -------------------
              John O. Whitney
Exhibit Index

                    (Pursuant to Item 601 of Regulation S-K)

    Exhibit                                                                                           Sequential
      No.                                    Description and Method of Filing                            Page
    -------      -------------------------------------------------------------------------------       ------
4.1        Church & Dwight Co., Inc. Stock Award Plan                                               *
      5.1        Opinion  of  Reed  Smith  LLP,   regarding   the  legality  of  shares  of  the
                 registrant's Common Stock being registered.
     23.1        Consent of Reed  Smith LLP  (contained  in the  opinion  filed as  Exhibit  5.1
                 hereto).
     23.2        Consent of Deloitte & Touche LLP, independent auditors.
     24.1        Powers of Attorney (filed herewith as part of the signature pages).