<PAGE>
 
                                                        Registration No. 333____

================================================================================

                       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
                            1996 STOCK OPTION 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)


                                    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 1996 Stock
Option 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:

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================
                                             Proposed         Proposed
                              Amount         Maximum          Maximum         Amount of
Title of Securities to        to be          Offering Price   Aggregate       Registration
be Registered                 Registered     Per Share (1)    Offering Price  Fee
------------------------------------------------------------------------------------------
<S>                           <C>            <C>              <C>             <C>
Common Stock, Par Value $1
Per Share...................  1,800,000 shs      $108.19        $194,742,000    $59,013.00
==========================================================================================
</TABLE>

  (1)  Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), based on the average of the high and low per share
market price of the Common Stock for New York Stock Exchange Composite
Transactions on March 18, 1997 of $108.19.
<PAGE>
 
     (1) The Company's Annual Report on Form 10-K for the year ended December
31, 1996.

     (2) The description of the Company's Common Stock contained in the
Company's Current Report on Form 8-K dated October 17, 1991.

     All documents filed by the Company 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.

                                       1
<PAGE>
 
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

          The legality of the shares of the Company's Common Stock offered
hereby has been passed upon by Andrew D. Hendry, Senior Vice President, General
Counsel and Secretary of the Company.  As of March 14, 1997, Mr. Hendry
beneficially owned 14,663 shares of Common Stock of the Company, 8,766
restricted shares of Common Stock of the Company, and options to purchase 83,963
shares of Common Stock of the Company.

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
-------
5         --  Opinion of Andrew D. Hendry, Senior Vice President, General
              Counsel and Secretary of the Company.
23(a)     --  Consent of Andrew D. Hendry, Senior Vice President, General
              Counsel and Secretary of the Company (included in Exhibit 5).
23(b)     --  Consent of Arthur Andersen LLP, independent public accountants for
              the Company.
24        --  Powers of Attorney.

                                       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 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;

          (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 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.

     (c) 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.

                                       3
<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.

         SIGNATURE                          TITLE                      DATE
---------------------------  -----------------------------------  --------------
 
Principal Executive
 Officer and Director:
 
                                                             
     /s/  Reuben Mark           Chairman of the Board, Chief
---------------------------    Executive Officer and Director     March 20, 1997
        Reuben Mark
Principal Financial
 Officer and Principal
 Accounting Officer:

  /s/  Stephen C. Patrick
---------------------------
     Stephen C. Patrick            Chief Financial Officer        March 20, 1997
 
 
 
Directors:
 
Vernon R. Alden*
Jill K. Conway*
Ronald E. Ferguson*
Ellen M. Hancock*
David W. Johnson*
John P. Kendall*
Richard J. Kogan
Delano E. Lewis*
Howard B. Wentz, Jr.*
 
                           
 
 
*By:  /s/  Andrew D. Hendry                                       March 20, 1997
     ------------------------
         Andrew D. Hendry
         Attorney-in-Fact

                                       4
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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": "333-23685", "film-number": "97560062"}, "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. 333____

================================================================================

                       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
                            1996 STOCK OPTION 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)

                                    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 1996 Stock
Option 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:

                        CALCULATION OF REGISTRATION FEE
==========================================================================================
                                             Proposed         Proposed
                              Amount         Maximum          Maximum         Amount of
Title of Securities to        to be          Offering Price   Aggregate       Registration
be Registered                 Registered     Per Share (1)    Offering Price  Fee
------------------------------------------------------------------------------------------
Common Stock, Par Value $1
Per Share...................  1,800,000 shs      $108.19        $194,742,000    $59,013.00
==========================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), based on the average of the high and low per share
market price of the Common Stock for New York Stock Exchange Composite
Transactions on March 18, 1997 of $108.19.
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1996.

     (2) The description of the Company's Common Stock contained in the
Company's Current Report on Form 8-K dated October 17, 1991.

     All documents filed by the Company 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.

                                       1
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

          The legality of the shares of the Company's Common Stock offered
hereby has been passed upon by Andrew D. Hendry, Senior Vice President, General
Counsel and Secretary of the Company.  As of March 14, 1997, Mr. Hendry
beneficially owned 14,663 shares of Common Stock of the Company, 8,766
restricted shares of Common Stock of the Company, and options to purchase 83,963
shares of Common Stock of the Company.

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
-------
5         --  Opinion of Andrew D. Hendry, Senior Vice President, General
              Counsel and Secretary of the Company.
23(a)     --  Consent of Andrew D. Hendry, Senior Vice President, General
              Counsel and Secretary of the Company (included in Exhibit 5).
23(b)     --  Consent of Arthur Andersen LLP, independent public accountants for
              the Company.
24        --  Powers of Attorney.

                                       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 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;

          (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 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.

     (c) 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.

                                       3
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
---------------------------    Executive Officer and Director     March 20, 1997
        Reuben Mark
Principal Financial
 Officer and Principal
 Accounting Officer:

  /s/  Stephen C. Patrick
---------------------------
     Stephen C. Patrick            Chief Financial Officer        March 20, 1997
 
 
 
Directors:
 
Vernon R. Alden*
Jill K. Conway*
Ronald E. Ferguson*
Ellen M. Hancock*
David W. Johnson*
John P. Kendall*
Richard J. Kogan
Delano E. Lewis*
Howard B. Wentz, Jr.*
 
                           
 
 
*By:  /s/  Andrew D. Hendry                                       March 20, 1997
     ------------------------
         Andrew D. Hendry
         Attorney-in-Fact

                                       4