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


                                    FORM 8-K

                                 CURRENT REPORT



                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                                 Date of Report
                        (Date of earliest event reported)
                                 March 27, 1996


                            COLGATE-PALMOLIVE COMPANY
             (Exact name of registrant as specified in its charter)



                                    Delaware
                                    --------
                  (State or other jurisdiction of incorporation)

              1-644-2                            13-1815595
              -------                            ----------
      (Commission File Number)        (IRS Employer Identification No.)

    300 Park Avenue New York, NY                    10022
    ----------------------------                    -----
  (Address of principal executive                (Zip code)
              offices)


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



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









ITEM 5.     OTHER EVENTS
            ------------

On March 27, 1996, Registrant executed a Distribution Agreement with Chemical
Securities Inc., Citicorp Securities, Inc., Goldman, Sachs & Co., Lazard Freres
& Co. LLC, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and J.P. Morgan Securities Inc. as Agents (the "Distribution
Agreement"), relating to up to $700,000,000 initial offering price of
Medium-Term Notes, Series C, to be sold from time to time pursuant to the
Distribution Agreement.

ITEM 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
             ------------------------------------------------------------------


(c) Exhibits

The  following  Exhibits  are  filed as part of this  Report  as  Exhibits  to 
the Registration Statement on Form  S-3 (No. 33-58887)

Exhibit 1   Distribution Agreement
Exhibit 4.2 Forms of Debt Securities








                                    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




Date:  March 29, 1996                 By: /s/ Andrew D. Hendry
                                          ---------------------------------
                                                    Andrew D. Hendry
                                         Senior Vice President, General Counsel
                                                  and Secretary


                                        EXHIBIT INDEX
                                        -------------


(c) Exhibits

The  following  Exhibits  are  filed as part of this  Report  as  Exhibits  to 
the Registration Statement on Form  S-3 (No. 33-58887)

Exhibit 1   Distribution Agreement
Exhibit 4.2 Forms of Debt Securities