FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

(MARK ONE)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1997.

                                       0R

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to __________________.

                         COMMISSION FILE NUMBER 1-644
                                                ------

                           COLGATE-PALMOLIVE COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                   13-1815595
           --------                                   ----------
 (State or other jurisdiction of        (I.R.S. Employer Identification No.)
 incorporation or organization)

300 PARK AVENUE, NEW YORK, NEW YORK                      10022
- -------------------------------------------------------------------------------
(Address of principal executive offices)               (Zip Code)


                                (212) 310-2000
- -------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

                                  NO CHANGES
- -------------------------------------------------------------------------------
       (Former name, former address, and former fiscal year, if changed 
                              since last report).


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes    X      No 
                                        -------      -------

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practical date:

           Class             Shares Outstanding            Date
  ------------------------   ------------------    ---------------------
  Common, $1.00 par value       147,593,213           April 30, 1997


Total number of sequentially numbered pages in this filing, including exhibits
thereto:      .

 
PART I.  FINANCIAL INFORMATION
- -------  ---------------------

                           COLGATE-PALMOLIVE COMPANY

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  -------------------------------------------

                 (DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)



                                           THREE MONTHS ENDED
                                          --------------------
                                               MARCH 31,
                                          --------------------
                                                      
                                            1997        1996   
                                          --------    -------- 
Net sales                                 $2,147.1    $2,053.7 
Cost of sales                              1,066.5     1,050.4 
                                          --------    -------- 
Gross profit                               1,080.6     1,003.3 
                                          --------    -------- 
                                                               
Selling, general and administrative          
 expenses                                    774.1       733.8 
Interest expense                              57.6        56.4 
Interest income                               11.9         9.3 
                                          --------    -------- 
                                             819.8       780.9 
                                          --------    -------- 
                                                               
Income before income taxes                   260.8       222.4 
Provision for income taxes                    91.2        78.9 
                                          --------    -------- 
                                                               
Net income                                $  169.6    $  143.5 
                                          ========    ======== 
                                                               
Earnings per common share*:                                    
   Primary:                               $    .56    $    .47 
                                          ========    ======== 
                                                               
   Assuming full dilution:                $    .52    $    .44 
                                          ========    ======== 
                                                               
Dividends declared per common share**:    $    .51    $    .47 
                                          ========    ========  


*  All share and per share amounts have been restated to reflect the April 25,
   1997 two-for-one stock split. See Note 4 to the Condensed Consolidated
   Financial Statements.
** Includes two dividend declarations in both periods.

See Notes to Condensed Consolidated Financial Statements.

                                       2

 
                           COLGATE-PALMOLIVE COMPANY

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     -------------------------------------

                             (DOLLARS IN MILLIONS)
                                  (UNAUDITED)


                                     ASSETS
                                     ------



                                                MARCH 31,      DECEMBER 31,
                                                  1997             1996
                                                ---------      ------------
                                                               
Current Assets:                                                           
    Cash and cash equivalents                    $  167.3        $  248.2  
    Marketable securities                            48.1            59.6  
    Receivables (less allowance of                                       
      $37.1 and $33.8)                            1,106.8         1,064.4  
    Inventories                                     799.8           770.7  
    Other current assets                            247.3           229.4  
                                                 --------        --------  
                                                  2,369.3         2,372.3  
                                                 --------        --------  
                                                                            
Property, Plant and Equipment:                                              
    Cost                                          3,774.2         3,830.8  
    Less: Accumulated depreciation                1,374.3         1,401.9  
                                                 --------        --------  
                                                  2,399.9         2,428.9  
                                                 --------        --------  
                                                                            
Goodwill and other intangible assets                                        
  (net of accumulated amortization of                                    
  $409.2 and $387.0)                              2,671.1         2,720.4 
Other assets                                        392.6           379.9 
                                                 --------        -------- 
                                                 $7,832.9        $7,901.5  
                                                 ========        ======== 


See Notes to Condensed Consolidated Financial Statements.

                                       3

 
                           COLGATE-PALMOLIVE COMPANY

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     -------------------------------------

                             (DOLLARS IN MILLIONS)
                                  (UNAUDITED)


                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------



                                        MARCH 31,      DECEMBER 31,
                                           1997            1996
                                        ----------     ------------   
                                                          
Current Liabilities:                                                   
   Notes and loans payable               $   218.1       $   172.3     
   Current portion of long-term debt         159.6           110.4     
   Accounts payable                          698.9           751.7     
   Accrued income taxes                      141.2            93.1     
   Other accruals                            826.9           776.8     
                                         ---------       ---------     
                                           2,044.7         1,904.3     
                                         ---------       ---------     
                                                                       
Long-term debt                             2,614.7         2,786.8     
Deferred income taxes                        238.3           234.3     
Other liabilities                            917.1           942.0     
                                                                       
Shareholders' Equity:                                                  
   Preferred stock                           390.8           392.7     
   Common stock                              366.4           366.4     
   Additional paid-in capital                934.0           918.4     
   Retained earnings                       2,749.7         2,731.0     
   Cumulative foreign currency                                         
     translation adjustments                (550.9)         (534.7)    
                                         ---------       ---------     
                                           3,890.0         3,873.8      
                                                                       
   Unearned compensation                    (375.1)         (370.9)
   Treasury stock, at cost                (1,496.8)       (1,468.8)    
                                         ---------       ---------     
                                           2,018.1         2,034.1     
                                         ---------       ---------     
                                         $ 7,832.9       $ 7,901.5     
                                         =========       =========  


See Notes to Condensed Consolidated Financial Statements.

                                       4

 
                           COLGATE-PALMOLIVE COMPANY

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                -----------------------------------------------

                             (DOLLARS IN MILLIONS)
                                  (UNAUDITED)



                                           THREE MONTHS ENDED
                                          -------------------
                                               MARCH 31,
                                          -------------------
                                            1997        1996   
                                          -------     -------  
                                                       
OPERATING ACTIVITIES:                                          
- ---------------------                                          
                                                               
Net cash provided by operating                                 
  activities                              $ 155.0     $ 175.0  
                                          -------     -------  
INVESTING ACTIVITIES:                                          
- ---------------------                                          
                                                               
Capital expenditures                        (89.0)     (107.4) 
Payments for acquisitions, net of cash                         
 acquired                                   (10.3)      (17.3) 
Proceeds from sale of marketable                               
 securities and other investments,                             
 net of purchases                            32.9        (2.4) 
Other, net                                   (5.7)      (21.4) 
                                          -------     -------  
                                                               
   Net cash used for investing                                 
    activities                              (72.1)     (148.5) 
                                          -------     -------  
                                                               
FINANCING ACTIVITIES:                                          
- ---------------------                                          
                                                               
Principal payments on debt                 (104.1)       (7.3) 
Proceeds from issuance of debt, net          39.4        39.2  
Dividends paid                              (69.7)      (69.0) 
Purchase of common stock                    (44.7)          -  
Other, net                                   18.0         9.9  
                                          -------     -------  
                                                               
Net cash used for financing activities     (161.1)      (27.2) 
                                          -------     -------  
Effect of exchange rate changes on                             
 cash and cash equivalents                   (2.7)       (1.2) 
                                          -------     -------  
Net decrease in cash and cash                                  
 equivalents                                (80.9)       (1.9) 
Cash and cash equivalents at beginning                         
 of period                                  248.2       208.8  
                                          -------     -------  
Cash and cash equivalents at end of                            
 period                                   $ 167.3     $ 206.9  
                                          =======     =======  


See Notes to Condensed Consolidated Financial Statements.

                                       5

 
                           COLGATE-PALMOLIVE COMPANY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------

                 (DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)

                                  (UNAUDITED)

1. The condensed consolidated financial statements reflect all normal recurring
   adjustments which, in management's opinion, are necessary for a fair
   presentation of the results for interim periods. Results of operations for
   the three months ended March 31, 1997 and 1996 may not be representative of
   results to be expected for a full year.

2. Provision for certain expenses, including income taxes, media advertising,
   consumer promotion and new product introductory costs, are based on full year
   assumptions.  Such expenses are charged to operations in the year incurred
   and are included in the accompanying condensed consolidated financial
   statements in proportion with the passage of time or with estimated annual
   tax rates or annual sales.

3. Inventories by major classes were as follows:



                                  March 31,    December 31, 
                                    1997           1996     
                                  ---------    ------------ 
                                                   
   Raw materials and supplies       $288.3        $311.5    
   Work-in-process                    31.7          34.3    
   Finished goods                    479.8         424.9    
                                    ------        ------    
                                    $799.8        $770.7    
                                    ======        ======     


4. On March 6, 1997, the Company's Board of Directors approved a two-for-one
   common stock split effected in the form of a 100% stock dividend.  As a
   result of the split, shareholders will receive one additional share of common
   stock for each share they held as of April 25, 1997, to be distributed May
   15, 1997.  Par value will remain $1 per share.  Accordingly, all share and
   per share amounts contained in the Condensed Consolidated Financial
   Statements and Exhibits have been restated to give effect to the stock split.

5. Primary earnings per share are determined by dividing net income, after
   deducting dividends on preferred stock, net of related tax benefits, by the
   weighted average number of common shares outstanding.  Fully diluted earnings
   per common share are calculated assuming the conversion of all potentially
   dilutive securities, including convertible preferred stock and outstanding
   options.  This calculation also assumes reduction of available income by pro
   forma Employee Stock Ownership Plan replacement funding, net of income taxes.

   In February 1997, the Financial Accounting Standards Board issued Statement,
   "Earnings per Share", ("SFAS No. 128") which simplifies the computation of
   earnings per share. Under SFAS No. 128, basic and diluted earnings per share
   will replace primary and fully diluted earnings per share, respectively. The
   Company will adopt the provisions of SFAS No. 128 effective December 31,
   1997, and restate all prior periods. The effect of adoption will not have any
   affect on the Company's financial condition, results of operations or cash
   flows.

   Earnings per share (basic and diluted) as determined by SFAS No. 128 would
   not be different than earnings per share (primary and assuming full dilution)
   as included herein for all periods presented.

                                       6

 
                           COLGATE-PALMOLIVE COMPANY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------

                 (DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)

                                  (UNAUDITED)

6. The Company acquired the worldwide Kolynos oral care business in January
   1995.  As described in the Company's Form 8-K filed on March 21, 1997, and
   set forth under the caption "Outlook" in Part II, Item 7 and in Note 16 to
   the Company's consolidated financial statements included in its 1996 Annual
   Report on Form 10-K, the acquisition was approved by antitrust regulatory
   authorities in Brazil subject to certain conditions.  Among other things,
   those conditions involve undertakings which result in the substitution by the
   Company of a new toothpaste brand for Kolynos in Brazil for four years and
   the Company contract manufacturing toothpaste in Brazil for third parties
   during this period.  Toothbrushes, mouthwash and dental floss sold under the
   Kolynos brand name in Brazil will continue during this four year period.

7. Reference is made to the Company's Annual Report on Form 10-K filed with the
   Securities and Exchange Commission for the year 1996 for a complete set of
   financial notes including the Company's significant accounting policies.

                                       7

 
                           COLGATE-PALMOLIVE COMPANY

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               -------------------------------------------------

                      CONDITION AND RESULTS OF OPERATIONS
                      -----------------------------------

                 (DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)


RESULTS OF OPERATIONS
- ---------------------

Worldwide net sales reached $2,147.1 in the first quarter of 1997, a 5% increase
over the 1996 first quarter.  Unit volume was up 6% with all worldwide operating
divisions contributing to the volume increase.  First quarter sales in the Oral,
Personal and Household Care segment were $1,920.7, up 3% from 1996.

Colgate-Asia/Africa net sales, excluding divested businesses, increased 3% to
$420.7 on volume gains of 4%. Contributing to this region's growth were strong
advances in China, India and Australia which were partially offset by an
economic slowdown in the Philippines and Thailand.

Colgate-Europe sales decreased 6% to $492.6 primarily reflecting the negative
effects of weaker European currencies.  Volume increased 2% encompassing gains
in Poland, Russia, Austria, Germany and the United Kingdom while France and
Italy were affected by economic downturn.

Colgate-Latin America net sales increased 10% to $537.2 on volume increase of
8%.  Widespread growth occurred throughout the region with major contributions
from Mexico, Brazil, Colombia, Argentina, Ecuador and the Caribbean countries.
Expansion of new products such as Colgate Total Fresh Stripe and Colgate Baking
Soda toothpastes and Ajax bleach contributed to the region's growth, and robust
market shares  reflect the success of these new product initiatives.

Colgate-North America net sales grew 7% to $470.2 on volume gains of 8%.  New
product introductions, such as Colgate Baking Soda & Peroxide Whitening
toothpaste and Colgate Wave toothbrush, and the continued strength from the 1996
introductions of  Irish Spring Sport and Soft Soap Body Wash contributed to the
growth.

Net sales in the Pet Nutrition segment increased 23% to $226.4 on volume gains
of 19%.  This growth was primarily driven by benefits from the strategic shift
to an in-house sales force from outside distributors.  As such, prior year trade
inventory reductions contributed to the 1997 volume gains.

Worldwide gross profit margin for the first quarter of 1997 increased to 50.3%
from 48.9%.  Most divisions are benefiting from streamlined manufacturing, new
higher margin product launches and  other cost reduction programs.

Selling, general and administrative expenses in the first quarter of 1997
increased as a percentage of sales to 36.1% from 35.7% in the prior year. The
higher levels of expense includes increased advertising partially offset by
lower administrative and other expenses.

                                       8

 
                           COLGATE-PALMOLIVE COMPANY

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               -------------------------------------------------

                      CONDITION AND RESULTS OF OPERATIONS
                      -----------------------------------

                 (DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)


Earnings before interest and taxes (EBIT) increased 13.7% to $306.5, which
reflects the first quarter sales growth and improved gross profit margin.

Interest expense, net of interest income, was $45.7 in the 1997 first quarter as
compared with $47.1 in 1996 as a result of slightly lower debt levels.

The effective tax rate for the quarter was 35.0% in 1997 and 35.5% in 1996.  The
lower rate in 1996 reflects continued benefits from the Company's tax planning
strategies.

First quarter 1997 net income was $169.6 or $.56 per share compared with $143.5
or $.47 per share in the prior year.

Liquidity and Capital Resources
- -------------------------------

Net cash provided by operations was $155.0 in the 1997 first quarter compared
with $175.0 in the 1996 first quarter.  The decrease was due to the higher usage
of working capital during the quarter.  During the first quarter of 1997, the
Company repurchased $44.7 of common shares in the open market and repaid $64.7
of debt.  At March 31, 1997, $434.7 of commercial paper was classified as long-
term debt in accordance with the Company's intent and ability to refinance these
obligations on a long-term basis.

Reference should be made to the Company's 1996 Annual Report on Form 10-K for
additional information regarding available sources of liquidity and capital.

                                       9

 
                           COLGATE-PALMOLIVE COMPANY
                                        
PART II.  OTHER INFORMATION
- --------  -----------------

ITEM 1.   LEGAL PROCEEDINGS
- -------   -----------------

          Reference is made to the caption "Outlook" in Part II, Item 7, Note 16
          to the consolidated financial statements on pages 10 and 37 of the
          registrant's Annual Report on Form 10-K for the year ended December
          31, 1996 and to the Company's report on Form 8-K dated March 21, 1997.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
- -------   --------------------------------

          (a)  Exhibits:                                                
                                                                        
               Exhibit 11  Computation of Earnings per Common Share.    
                                                                        
               Exhibit 12  Ratio of Earnings to Fixed Charges.          
                                                                        
               Exhibit 27  Financial Data Schedule.                     
                                                                        
          (b)  Reports on Form 8-K.                                     
                                                                        
               A report on Form 8-K dated March 21, 1997 was filed by the
               Company reporting the completion of the approval process for its
               previously announced purchase of Kolynos oral care business by
               Brazilian antitrust authorities and the entering into of
               undertakings with Brazilian antitrust authorities relating to
               previously reported plans on how the Company will operate the
               acquired business in Brazil over the next several years.

The exhibits indicated above which are not included with the Form 10-Q are
available upon request and payment of a reasonable fee approximating the
registrant's cost of providing and mailing the exhibits.  Inquiries should be
directed to:


                         Colgate-Palmolive Company
                         Office of the Secretary (10-Q Exhibits)
                         300 Park Avenue
                         New York, NY  10022-7499

                                       10

 
                                   SIGNATURE
                                   ---------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        COLGATE-PALMOLIVE COMPANY
                                        -------------------------
                                        (Registrant)


                           Principal Accounting Officer:


May 14, 1997                   /s/  Stephen C. Patrick
                           ---------------------------------
                                    Stephen C. Patrick
                                 Chief Financial Officer
 

                                       11