EXHIBIT 10-S

                            COLGATE-PALMOLIVE COMPANY
                              NON-EMPLOYEE DIRECTOR
                                STOCK OPTION PLAN

SECTION 1. Purpose; Definitions.

The purpose of the Plan is to provide compensation to Non-Employee Directors in
the form of Stock Options.

For purposes of the Plan, the following terms are defined as set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" and "Change of Control Price" have the meanings set forth in
Sections 6(b) and 6(c), respectively.

"Code" means the Internal Revenue Code of 1986, as amended from time to time,
and any successor thereto.

"Common Stock" means common stock, par value $1.00 per share, of the Company.

"Company" means the Colgate-Palmolive Company, a Delaware corporation.

"Disability" with respect to a Participant means physical or mental disability,
whether total or partial, that prevents the Participant from performing his
duties as a member of the Board for a period of six consecutive months.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from time
to time, and any successor thereto.

"Fair Market Value" means as of any given date, the mean between the highest and
lowest reported sales prices of the Common Stock on the New York Stock Exchange
Composite Tape or, if not listed on such exchange, on any other national
exchange on which the Stock is listed or on NASDAQ. If there is no regular
public trading market for such Common Stock, the Fair Market Value of the Common
Stock shall be determined by the Committee in good faith.

"Non-Employee Director" means a person who as of any applicable date is a member
of the Board and is not an officer or employee of the Company or any subsidiary
of the Company.

"Participant" means a Non-Employee Director who is granted a Stock Option
hereunder.

"Plan" means the Colgate-Palmolive Company Non-Employee Director Stock Option
Plan as set forth herein and as hereinafter amended from time to time.

"Retirement" means retirement from active employment under a pension plan of the
Company or any of its subsidiaries, or termination of an individual's
directorship at or after age 65 with at least nine years of service as a member
of the Board.

"Stock Option" means a non-qualified option to purchase shares of Common Stock.

"Termination of Directorship" means the date upon which any Participant ceases
to be a member of the Board for any reason whatsoever.











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In addition, certain other terms used herein have definitions given to them in
the first place in which they are used.

SECTION 2. Administration.

The Plan shall be administered by the Board or by a duly appointed committee of
the Board having such powers as shall be specified by the Board. The Board (or
such committee) shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of the
Plan and any Stock Option issued under the Plan (and any agreement relating
thereto) and to otherwise supervise the administration of the Plan.

SECTION 3. Stock Subject to Plan.

Subject to adjustment as provided herein, the total number of shares of Common
Stock of the Company available for grant under the Plan while it is in effect
shall be 150,000.

In the event of any merger, reorganization, consolidation, recapitalization,
stock dividend, stock split, extraordinary distribution with respect to the
Common Stock or other change in corporate structure affecting the Common Stock,
the aggregate number of shares of Common Stock reserved for issuance under the
Plan and the number and option price of shares of Common Stock subject to
outstanding Stock Options shall be appropriately adjusted; provided, however,
that the number of shares subject to any Stock Option shall always be a whole
number.

SECTION 4. Eligibility.

Only individuals who are Non-Employee Directors are eligible to be granted Stock
Options under the Plan.

SECTION 5. Stock Options.

(a) Each Non-Employee Director shall, on the first meeting of the Board
following his or her first election as a director of the Company, and thereafter
on each 17th of February during such director's term or the first business day
thereafter, automatically be granted a Stock Option to purchase 1,000 shares of
Common Stock (the "Annual Grant Amount") having an exercise price of 100% of
Fair Market Value of the Common Stock at the date of grant of such Stock Option.
In the event of any stock split or dividend the number of shares of Common Stock
to be awarded annually shall be adjusted by multiplying the Annual Grant Amount
by a fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such stock split or dividend and the denominator
of which is the number of such shares outstanding immediately prior to such
event.

(b) In the event that the number of shares of Common Stock available for future
grant under the Plan is insufficient to make all automatic grants required to be
made on a given date, then all Non-Employee Directors entitled to a grant on
such date shall share ratably in the number of Stock Options on shares available
for grant under the Plan.

(c) Stock Options granted under the Plan shall be subject to the following terms
and conditions in addition to those set forth above:

(i) Option Term. The term of each Stock Option shall be 10 years from the date
the Stock Option is granted, subject to earlier termination as provided herein.

(ii) Exercisability. Stock Options shall be exercisable as follows:












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(A) beginning on the first anniversary of the date of grant, for up to 33-1/3%
of the shares of Common Stock covered by the Stock Option;

(B) beginning on the second anniversary of the date of grant, for up to 66-2/3%
of such shares; and

(C) beginning on the third anniversary of the date of grant and thereafter until
the expiration of the term of the Stock Option, for up to 100% of such shares.

Notwithstanding the foregoing, a Stock Option held by a Participant shall become
immediately exercisable in full upon the death, Disability or Retirement of such
Participant.

(iii) Method of Exercise. Subject to the provisions of this Section 5, Stock
Options may be exercised, in whole or in part, at any time during the option
term by giving written notice of exercise to the Company specifying the number
of shares of Common Stock subject to the Stock Option to be purchased. 

Such notice shall be accompanied by payment in full of the purchase price by
certified or bank check or such other instrument as the Company may accept.
Payment in full or in part may also be made in the form of Common Stock already
owned by the optionee of the same class as the Common Stock subject to the Stock
Option. 

No shares of Common Stock shall be issued until full payment therefor has been
made. An optionee shall have all of the rights of a stockholder of the Company
holding the class or series of Common Stock that is subject to such Stock Option
(including, if applicable, the right to vote the shares and the right to receive
dividends), when the optionee has given written notice of exercise, has paid in
full for such shares and, has given the representation described in Section
8(a).

(iv) Non-transferability of Stock Options. No Stock Option shall be transferable
by the optionee other than (A) by will or by the laws of descent and
distribution or (B) pursuant to a qualified domestic relations order (as defined
in the Code or Title I of the Employee Retirement Income Security Act of 1974,
as amended, or the rules thereunder).

All Stock Options shall be exercisable, during the optionee's lifetime, only by
the optionee or by the guardian or legal representative of the optionee, it
being understood that the terms "holder" and "optionee" include the guardian and
legal representative of the optionee named in the option agreement and any
person to whom an option is transferred by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order.

(v) Termination by Reason of Death, Disability or Retirement. If a Termination
of Directorship occurs by reason of the death, Disability or Retirement of a
Participant, any Stock Option held by such Participant may thereafter be
exercised for a period of three years from the date of such Termination of
Directorship or until the expiration of the stated term of such Stock Option,
whichever period is the shorter.

(vi) Other Termination. If a Termination of Directorship occurs for any reason
other than the death, Disability or Retirement of a Participant, any Stock
Option held by such Participant shall thereupon terminate, except that such
Stock Option, to the extent then exercisable, may be exercised for the lesser of
three months from the date of such Termination of Directorship or the balance of
such Stock Option's term; provided, however, that if the optionee dies within
such three-month period, any unexercised Stock Option held by such Participant
shall, notwithstanding the expiration of such three-month period, continue to be
exercisable to the extent to which it was exercisable at the time of death for a
period of three years from the date of such death or until the expiration of the
stated term of such Stock Option, whichever period is the shorter.










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(vii) Limited Cash Out Rights. Notwithstanding any other provision of the Plan,
during the 60-day period from and after a Change of Control (the "Exercise
Period"), a Participant shall have the right, whether or not a Stock Option is
fully exercisable and in lieu of the payment of the exercise price for the
shares of Common Stock being purchased under the Stock Option and by giving
notice to the Company, to elect (within the Exercise Period) to surrender all or
part of the Stock Option to the Company and to receive cash, within 30 days of
such notice, in an amount equal to the amount by which the Change of Control
Price per share of Common Stock on the date of such election shall exceed the
exercise price per share of Common Stock under the Stock Option (the "Spread")
multiplied by the number of shares of Common Stock granted under the Stock
Option as to which the right granted under this clause (vii) shall have been
exercised; provided, however, that if the Change of Control is within six months
of the date of grant of a particular Stock Option held by a Participant who is
subject to Section 16(b) of the Exchange Act no such election shall be made by
such Participant with respect to such Stock Option prior to six months from the 
date of grant. Notwithstanding any other provision hereof, if the end of such
60-day period from and after a Change of Control is within six months of the
date of grant of a Stock Option held by a Participant who is subject to Section
16(b) of the Exchange Act, such Stock Option shall be cancelled in exchange for
a cash payment to the Participant, effected on the day which is six months and
one day after the date of grant of such Stock Option, equal to the Spread
multiplied by the number of shares of Common Stock granted under the Stock
Option. Notwithstanding the foregoing, if any right granted pursuant to this
clause (vii) would make a Change of Control transaction ineligible for pooling
of interests accounting under APB No. 16 that but for this clause (vii) would
otherwise be eligible for such accounting treatment, Common Stock (having a Fair
Market Value equal to the cash otherwise payable hereunder) shall be substituted
for the cash payable hereunder.

SECTION 6. Change of Control Provisions.

(a) Impact of Event. Notwithstanding any other provision of the Plan to the
contrary, in the event of a Change of Control, any Stock Options outstanding as
of the date such Change of Control is determined to have occurred and not then
exercisable and vested shall become fully exercisable and vested to the full
extent of the original grant.

(b) Definition of Change of Control. For purposes of the Plan, a "Change of
Control" shall mean the happening of any of the following events:

(i) An acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either (A) the then outstanding shares of Common Stock of the 
Company (the "Outstanding Company Common Stock") or (B) the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company Voting
Securities"); excluding, however, the following: (1) any acquisition directly
from the Company, other than an acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted was itself acquired
directly from the Company, (2) any acquisition by the Company, (3) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or (4)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (A), (B) and (C) of subsection (iii) of this Section 6(b); or

(ii) A change in the composition of the Board such that the individuals who, as
of February 17, 1994, constitute the Board (such Board shall be hereinafter
referred to as the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, for purposes of this Section
6(b), that any individual who becomes a member of the Board subsequent to
February 17, 1994, whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of those individuals
who are members of the Board and who were also members of the Incumbent Board
(or deemed to be such pursuant to this proviso) shall be considered as though
such individual were a member of the Incumbent Board; but, provided further,
that any such individual whose initial assumption of office 





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occurs as a result of either an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board shall not be so considered as a member
of the Incumbent Board; or

(iii) The approval by the stockholders of the Company of a reorganization,
merger or consolidation or sale or other disposition of all or substantially all
of the assets of the Company ("Corporate Transaction"); excluding, however, such
a Corporate Transaction pursuant to which (A) all or substantially all of the
individuals and entities who are the beneficial owners, respectively, of the
outstanding Common Stock and outstanding Company voting securities immediately
prior to such Corporate Transaction will beneficially own, directly or
indirectly, more than 60% of, respectively, the outstanding shares of common
stock, and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of
the corporation resulting from such Corporate Transaction (including, without
limitation, a corporation which as a result of such transaction owns the Company
or all or substantially all of the Company's assets either directly or through
one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Corporate Transaction, of the outstanding
Common Stock and outstanding Company voting securities, as the case may be, (B)
no Person (other than the Company, any employee benefit plan (or related trust)
of the Company or such corporation resulting from such Corporate Transaction)
will beneficially own, directly or indirectly, 20% or more of, respectively, the
outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the outstanding voting
securities of such corporation entitled to vote generally in the election of
directors except to the extent that such ownership existed prior to the
Corporate Transaction and (C) individuals who were members of the Incumbent
Board will constitute at least a majority of the members of the board of
directors of the corporation resulting from such Corporate Transaction; or

(iv) The approval by the shareholders of the Company of a complete liquidation
or dissolution of the Company.

(c) Change of Control Price. For purposes of the Plan, "Change of Control Price"
means the higher of (i) the highest reported sales price, regular way, of a
share of Common Stock in any transaction reported on the New York Stock Exchange
Composite Tape or other national exchange on which such shares are listed or on
NASDAQ during the 60-day period prior to and including the date of a Change of
Control or (ii) if the Change of Control is the result of a tender or exchange
offer or a merger or other similar corporate transaction, the highest price per
share of Common Stock paid in such tender or exchange offer or other
Transaction; provided, however, that in the case of a Stock Option which (A) is
held by an optionee who is subject to Section 16(b) of the Exchange Act and (B)
was granted within 240 days of the Change of Control, then the Change of Control
Price for such Stock Option shall be the Fair Market Value of the Common Stock
on the date such Stock Option is exercised or deemed exercised.

SECTION 7. Term, Amendment and Termination.

The Plan will terminate on December 31, 2004. Under the Plan, Stock Options
outstanding as of December 31, 2004 shall not be affected or impaired by the
termination of the Plan.

The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would (a) impair the rights of
an optionee under a Stock Option without the optionee's or recipient's consent,
except such an amendment made to cause the Plan to qualify for the exemption
provided by Rule 16b-3, or (b) disqualify the Plan from the exemption provided
by Rule 16b-3. In addition (a) no amendment shall be made without the approval
of the Company's stockholders to the extent such approval is required by law or
agreement and (b) the Plan shall not be materially amended more often than once
every six months.









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SECTION 8. General Provisions.

(a) Unless the shares have been registered under the Securities Act of 1933, as
amended, each person purchasing or receiving shares of Common Stock pursuant to
a Stock Option shall represent to and agree with the Company in writing that
such person is acquiring the shares of Common Stock without a view to the
distribution thereof. The certificates for such shares of Common Stock shall
include an appropriate legend to reflect the restrictions on transfer.

(b) Nothing contained in the Plan shall prevent the Company or any subsidiary
from adopting other or additional compensation arrangements for its Non-Employee
Directors.

(c) No later than the date as of which an amount first becomes includible in the
gross income of the Participant for Federal income tax purposes with respect to
any Stock Option awarded under the Plan, the Participant shall pay to the
Company, or make arrangements satisfactory to the Company regarding the payment
of, any Federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount. Withholding obligations may, at the
election of the optionee (which election shall be subject to compliance with
requirements of Rule 16b-3 under the Exchange Act), be settled with Common
Stock, including Common Stock that is part of the Stock Option that gives rise
to the withholding requirement. The obligations of the Company under the Plan
shall be conditional on such payment or arrangements, and the Company shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment otherwise due to the Participant.

(d) The Plan and all Stock Options awarded and actions taken with respect
thereto shall be governed by and construed in accordance with the laws of the
State of Delaware.

SECTION 9. Effective Date of Plan.

The Plan shall be adopted by the Board and be effective on February 17, 1994,
subject to approval by the stockholders of the Company. Stock Options may be
granted prior to such approval but are contingent upon such approval being
obtained.










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