COLGATE PALMOLIVE CO
10-Q, 1998-05-13
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
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<PAGE>

                                  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, 1998.

                                       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              296,114,213                 April 30, 1998



<PAGE>

PART I.       FINANCIAL INFORMATION

                            COLGATE-PALMOLIVE COMPANY

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                 (Dollars in Millions Except Per Share Amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                              March 31,
                                                    ---------------------------
                                                      1998                1997
                                                    --------            --------
<S>                                                 <C>                 <C>     
Net sales ......................................    $2,159.5            $2,147.1
Cost of sales ..................................     1,036.0             1,066.5
                                                    --------            --------
Gross profit ...................................     1,123.5             1,080.6
                                                    --------            --------

Selling, general and administrative expenses ...       781.1               774.1
Interest expense ...............................        50.3                57.6
Interest income ................................         7.1                11.9
                                                    --------            --------
                                                       824.3               819.8
                                                    --------            --------

Income before income taxes .....................       299.2               260.8
Provision for income taxes .....................       103.2                91.2
                                                    --------            --------

Net income .....................................    $  196.0            $  169.6
                                                    --------            --------
                                                    --------            --------

Earnings per common share:

    Basic: .....................................     $   .65             $   .56
                                                    --------            --------
                                                    --------            --------

    Diluted: ...................................     $   .60             $   .52
                                                    --------            --------
                                                    --------            --------

Dividends declared per common share*: ..........     $   .55             $   .51
                                                    --------            --------
                                                    --------            --------
</TABLE>

* Includes two dividend declarations in both periods.
See Notes to Condensed Consolidated Financial Statements.


                                       2
<PAGE>

                            COLGATE-PALMOLIVE COMPANY

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                              (Dollars in Millions)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                     ASSETS

                                                                       March 31,          December 31,
                                                                         1998                  1997
                                                                      ----------          ------------
<S>                                                                   <C>                    <C>      
Current Assets:
   Cash and cash equivalents .....................................    $   176.2              $   183.1
   Marketable securities .........................................         49.4                   22.2
   Receivables (less allowance of $38.3 and $35.8) ...............      1,085.7                1,037.4
   Inventories ...................................................        748.1                  728.4
   Other current assets ..........................................        230.2                  225.4
                                                                      ---------              ---------
                                                                        2,289.6                2,196.5
                                                                      ---------              ---------

Property, Plant and Equipment:
   Cost ..........................................................      3,849.0                3,798.3
   Less:  Accumulated depreciation ...............................      1,396.5                1,357.3
                                                                      ---------              ---------
                                                                        2,452.5                2,441.0
                                                                      ---------              ---------

Goodwill and other intangible assets (net of
  accumulated amortization of $495.8 and $475.0) .................      2,561.8                2,585.3
Other assets .....................................................        320.0                  315.9
                                                                      ---------              ---------
                                                                      $ 7,623.9              $ 7,538.7
                                                                      ---------              ---------
                                                                      ---------              ---------
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       3

<PAGE>

                            COLGATE-PALMOLIVE COMPANY

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                              (Dollars in Millions)
                                   (Unaudited)


                      LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>


                                                                     March 31,         December 31,
                                                                        1998               1997
                                                                     ----------       ------------
<S>                                                                 <C>               <C>        
Current Liabilities:
    Notes and loans payable ....................................    $  173.0           $    158.4
    Current portion of long-term debt ..........................       152.4                178.3
    Accounts payable ...........................................       692.3                716.9
    Accrued income taxes .......................................       126.6                 67.0
    Other accruals .............................................       860.0                838.9
                                                                    --------           ----------
                                                                     2,004.3              1,959.5
                                                                    --------           ----------

Long-term debt .................................................     2,440.5              2,340.3
Deferred income taxes ..........................................       279.7                284.5
Other liabilities ..............................................       778.4                775.8

Shareholders' Equity:
    Preferred stock ............................................       382.3                385.3
    Common stock ...............................................       366.4                366.4
    Additional paid-in capital .................................     1,057.4              1,027.4
    Retained earnings ..........................................     3,168.8              3,138.0
    Cumulative foreign currency translation adjustments ........      (689.8)              (693.7)
                                                                    ---------          ---------- 
                                                                     4,285.1              4,223.4

    Unearned compensation ......................................      (360.8)              (364.5)
    Treasury stock, at cost ....................................    (1,803.3)            (1,680.3)
                                                                    ---------          ---------- 
                                                                     2,121.0              2,178.6
                                                                    --------           ----------
                                                                    $7,623.9           $  7,538.7
                                                                    --------           ----------
                                                                    --------           ----------

</TABLE>

        See Notes to Condensed Consolidated Financial Statements.


                                       4

<PAGE>

                            COLGATE-PALMOLIVE COMPANY

             CONDENSED CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
                                       AND
                        CUMULATIVE TRANSLATION ADJUSTMENT

                 (Dollars in Millions Except Per Share Amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                   Three Months Ended                       Three Months Ended
                                                     March 31, 1998                           March 31, 1997
                                          -------------------------------------     -------------------------------------
                                                        Cumulative                                 Cumulative
                                           Retained     Translation                   Retained     Translation
                                           Earnings     Adjustment      Total         Earnings     Adjustment      Total
                                          ---------     -----------  ----------     ----------     -----------  ---------
<S>                                       <C>           <C>          <C>            <C>            <C>          <C>      
Beginning Balance .....................   $ 3,138.0      $ (693.7)    $ 2,444.3      $ 2,731.0      $ (534.7)   $ 2,196.3
                                         
Net Income                                    196.0                       196.0          169.6                      169.6
Effect of Balance Sheet Translation ...                       3.9           3.9                        (16.2)       (16.2)
                                                                      ---------                                 ---------
Total Comprehensive Income ............                                   199.9                                     153.4
Dividends Declared ....................      (165.2)                     (165.2)        (151.0)                    (151.0)
                                          ---------      --------     ---------      ---------      --------    ---------
                                         
Ending Balance ........................   $ 3,168.8      $ (689.8)    $ 2,479.0      $ 2,749.6      $ (550.9)   $ 2,198.7
                                          ---------      --------     ---------      ---------      --------    ---------
                                          ---------      --------     ---------      ---------      --------    ---------
</TABLE>

             See Notes to Condensed Consolidated Financial Statements.


                                       5
<PAGE>

                            COLGATE-PALMOLIVE COMPANY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                              (Dollars in Millions)
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                      Three Months Ended
                                                                                            March 31,
                                                                                 ------------------------------
                                                                                   1998                  1997
                                                                                 --------              --------
<S>                                                                              <C>                   <C>    
Operating Activities:

Net cash provided by operating activities ................................       $ 202.9               $ 155.0
                                                                                 --------              --------

Investing Activities:

Capital expenditures .....................................................         (77.5)                (89.0)
Payments for acquisitions, net of cash acquired ..........................           (.1)                (10.3)
Sale of non-core product lines ...........................................            -                   20.7
(Investment in)/proceeds from sale of marketable securities
    and other investments, net ...........................................         (23.4)                 12.2
Other, net ...............................................................           (.9)                 (5.7)
                                                                                 --------              --------

    Net cash used for investing activities ...............................        (101.9)                (72.1)
                                                                                 --------              --------

Financing Activities:

Principal payments on debt ...............................................         (59.2)               (104.1)
Proceeds from issuance of debt, net ......................................         126.3                  39.4
Dividends paid ...........................................................         (83.8)                (69.7)
Purchase of common stock .................................................         (83.7)                (44.7)
Other, net ...............................................................          (7.2)                 18.0
                                                                                 --------              --------
Net cash used for financing activities ...................................        (107.6)               (161.1)
                                                                                 --------              --------

Effect of exchange rate changes on cash and cash equivalents .............           (.3)                 (2.7)
                                                                                 --------              --------
Net decrease in cash and cash equivalents ................................          (6.9)                (80.9)
Cash and cash equivalents at beginning of period .........................         183.1                 248.2
                                                                                 --------              --------
Cash and cash equivalents at end of period ...............................        $176.2                $167.3
                                                                                 --------              --------
                                                                                 --------              --------
</TABLE>


See Notes to Condensed Consolidated Financial Statements.


                                       6

<PAGE>

                            COLGATE-PALMOLIVE COMPANY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

            (Dollars and Shares 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, 1998 and 1997 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:

<TABLE>
<CAPTION>

                                                              March 31,           December 31,
                                                                1998                  1997
                                                            ------------          ------------
     <S>                                                      <C>                 <C>   
     Raw materials and supplies                               $ 259.8                $ 261.0
     Work-in-process                                             33.3                   33.5
     Finished goods                                             455.0                  433.9
                                                            ------------          ------------
                                                              $ 748.1                $ 728.4
                                                            ------------          ------------
                                                            ------------          ------------

</TABLE>

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 received one additional share of common
     stock for each share they held as of April 25, 1997. Par value remained $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.    Earnings Per Share:

<TABLE>
<CAPTION>
                                        For the Three Months Ended 1998              For the Three Months Ended 1997
                                       --------------------------------              -------------------------------
                                                                Per                                            Per
                                        Income     Shares       Share                 Income     Shares       Share
                                       --------   --------     --------              --------   --------     -------
<S>                                    <C>        <C>          <C>                   <C>        <C>          <C> 

Net income .........................    $196.0                                         $169.6
Preferred dividends ................      (5.3)                                          (5.4)
                                       --------                                      --------

   Basic EPS .......................     190.7     295.6        $.65                    164.2     294.6        $.56
                                                               -------                                       -------
                                                               -------                                       -------

Stock options ......................                 7.3                                            6.1
ESOP conversion ....................       4.7      22.8                                  4.7      23.3
                                       --------   --------                            --------   --------

   Diluted EPS .....................    $195.4     325.7        $.60                   $168.9     324.0        $.52
                                       --------   --------     --------              --------   --------     -------
                                       --------   --------     --------              --------   --------     -------

</TABLE>

                                       7

<PAGE>


                            COLGATE-PALMOLIVE COMPANY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

            (Dollars and Shares in Millions Except Per Share Amounts)

                                   (Unaudited)



6.   In 1997, the Financial Accounting Standards Board (FASB) issued 
     Statement No. 130, "Reporting Comprehensive Income." The Company 
     adopted this statement as of January 1, 1998 and, accordingly, disclosures
     were expanded to include the Condensed Consolidated Statement of Retained
     Earnings and Cumulative Translation Adjustment. There was no impact on the
     Company's financial position, results of operations or cash flows.

7.   Reference is made to the Company's Annual Report on Form 10-K filed with
     the Securities and Exchange Commission for the year 1997 for a complete set
     of financial notes including the Company's significant accounting policies.


                                       8

<PAGE>

                            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 sales reached $2,159.5 in the first quarter of 1998, a 1% increase
over the 1997 first quarter, reflecting overall unit volume increases of 6%,
substantially offset by the decline in foreign currencies. Sales would have
grown 9%, excluding the negative effect of foreign exchange declines.

First quarter sales in the Oral, Personal and Household Care segment were
$1,928.5, up less than 1% from 1997 on volume growth of 7%.

Colgate-North America sales reached $486.1 in the first quarter of 1998. Sales
excluding divested businesses, grew 6% on volume gains of 5%. Contributing to
the growth were new product introductions, such as Softsoap antibacterial hand
gel, Lady Speed Stick gel, and the continued strength from the 1997
introductions of Colgate Total and Palmolive for pots & pans.

Colgate-Europe sales were virtually unchanged from a year ago at $492.4 for the
first quarter of 1998. Volume increased 8% with strong gains in France, Italy,
United Kingdom and Greece, primarily as a result of new product launches. The
volume increase, which occurred across all of Europe, was offset by the impact
of translating weaker European currencies.

Colgate-Latin America sales increased 8% to $578.0 on volume gains of 9%. All
key markets in the region contributed to volume growth. In addition, smaller
areas in the region such as Dominican Republic, Ecuador and Central America
gained double-digit growth.

Colgate-Asia/Africa first quarter sales from continuing businesses decreased 
10% to $372.0. This decline was due to economic difficulties in the ASEAN 
countries, partially mitigated by price increases. Contributing to this 
region's 3% volume growth were strong gains in China, Hong Kong and 
Australia offset by Malaysia and the Philippines volume decreases, due to 
weakening economic conditions.

Sales in the Pet Nutrition segment increased 2% to $230.0 on volume gains of 4%.
Hill's-International benefited from new products and increased advertising in
Japan, as well as expanded selling activities in key European markets.

Worldwide gross profit margin for the first quarter of 1998 increased to 52.0%
from 50.3%, benefiting from continued streamlining of manufacturing, global
sourcing and other cost reduction programs.

Selling, general and administrative expenses in the first quarter of 1998
increased slightly as a percentage of sales to 36.2% from 36.1%. The higher
levels of expense included increased advertising partially offset by lower
administrative expenses.


                                       9

<PAGE>

                            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 11.7% to $342.4, and reached
a level of 15.9% of sales.

Interest expense, net of interest income decreased to $43.2 in the 1998 first
quarter as compared with $45.7 in 1997 primarily as a result of strong operating
cash flow which helped to lower debt levels.

The effective tax rate for the quarter was 34.5% in 1998 and 35.0% in the first
quarter 1997 and 32.8% for the full year 1997. The rate in 1998 reflects
continued benefits from the Company's tax planning strategies.

First quarter 1998 net income increased 16% to $196.0 or $.65 per share compared
with $169.6 or $.56 per share in the prior year.

Liquidity and Capital Resources

Net cash provided by operations increased 31% to $202.9 in the 1998 first
quarter compared with $155.0 in the 1997 first quarter. The improvement was
generated by the increase in operating profit and working capital management. At
March 31, 1998, $676.1 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 1997 Annual Report on Form 10-K for
additional information regarding available sources of liquidity and capital.


                                       10

<PAGE>


                            COLGATE-PALMOLIVE COMPANY

 PART II.      OTHER INFORMATION


 Item 1.       Legal Proceedings

               For information regarding legal matters refer to Note 17 to the
               consolidated financial statements on page 35 of the registrant's
               Annual Report on Form 10-K for the year ended December 31, 1997.

 Item 6.       Exhibits and Reports on Form 8-K

               (a)  Exhibits:

                    Exhibit 10-M(b)    Amendment dated as of April 1, 1998, 
                                       to the Five Year Credit Agreement dated 
                                       as of May 30, 1997.

                    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.

                    None.

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


                                       11

<PAGE>

                                    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 Financial Officer:


May 13, 1998                            /s/   Stephen C. Patrick
                                        ----------------------------
                                              Stephen C. Patrick
                                           Chief Financial Officer




                                        Principal Accounting Officer:


May 13, 1998                            /s/   Dennis J. Hickey
                                        ----------------------------
                                              Dennis J. Hickey
                                             Vice President and
                                            Corporate Controller



                                       12

<PAGE>

                                      AMENDMENT
                                      ---------


          AMENDMENT, dated as of April 1, 1998, to the Five Year Credit
Agreement dated as of May 30, 1997 (the "Credit Agreement"), among
Colgate-Palmolive Company, the Banks named therein, Citibank, N.A., as
Administrative Agent, and Morgan Guaranty Trust Company of New York, as
Documentation Agent.

                                W I T N E S S E T H :

          WHEREAS, the Borrower and the Banks desire to amend the Credit
Agreement as set forth below;

          NOW, THEREFORE, the parties hereto agree as follows:

          Section 1.  DEFINITIONS; REFERENCES.  Unless otherwise specifically 
defined herein, each term used herein which is defined in the Credit 
Agreement shall have the meaning assigned to such term in the Credit 
Agreement.  Each reference therein to "this Agreement", "hereof", 
"hereunder",  "herein" and "hereby" and each similar reference contained in 
the Credit Agreement shall from and after the date hereof refer to the Credit 
Agreement as amended hereby.

          Section 2.  AMENDMENT OF SECTION 6.01 OF THE AGREEMENT.  Section 
6.01(f) of the Credit Agreement is amended by deleting the phrase 
"$50,000,000" contained therein and inserting in lieu thereof the phrase 
"$100,000,000".

          Section 3.  GOVERNING LAW.  This Amendment shall be governed by and 
construed in accordance with the laws of the State of New York.

          Section 4.  COUNTERPARTS; EFFECTIVENESS.  This Amendment may be 
signed in any number of counterparts, each of which shall be an original, 
with the same effect as if the signatures thereto and hereto were upon the 
same instrument.  This Amendment shall become effective as of the date hereof 
when the Administrative Agent shall have received duly executed counterparts 
hereof signed by the Borrower and the Required Lenders  (or, in the case of 
any party as to which an executed counterpart shall not have been received, 
the Administrative Agent shall 

<PAGE>

have received telegraphic, telex or other written confirmation from such party
of execution of a counterpart hereof by such party).  Except as specifically
amended hereby, the Credit Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.



                                        COLGATE-PALMOLIVE COMPANY

                                        By
                                           -----------------------------
                                             Name:
                                             Title:



                                        CITIBANK, N.A., as Administrative Agent

                                        By
                                           -----------------------------
                                             Name:
                                             Title:



                                        MORGAN GUARANTY TRUST
                                        COMPANY OF NEW YORK, as
                                          Documentation Agent

                                        By
                                           -----------------------------
                                             Name:
                                             Title:


                                          2

<PAGE>

                                        CITIBANK, N.A.

                                        By
                                           -----------------------------
                                             Name:
                                             Title:



                                        MORGAN GUARANTY TRUST
                                        COMPANY OF NEW YORK

                                        By
                                           -----------------------------
                                             Name:
                                             Title:



                                        BANCA COMMERCIALE ITALIANA NEW
                                        YORK BRANCH

                                        By
                                           -----------------------------
                                             Name:
                                             Title:



                                        BANCO SANTANDER

                                        By
                                           -----------------------------
                                             Name:
                                             Title:

                                        By
                                           -----------------------------
                                             Name:
                                             Title:


                                          3

<PAGE>

                                        BANK OF AMERICA NT & SA

                                        By
                                           -----------------------------
                                             Name:
                                             Title:



                                        THE BANK OF  NEW YORK

                                        By
                                           -----------------------------
                                             Name:
                                             Title:



                                        BANKERS TRUST COMPANY

                                        By
                                           -----------------------------
                                             Name:
                                             Title:


                                        BANQUE NATIONALE DE PARIS

                                        By
                                           -----------------------------
                                             Name:
                                             Title:

                                        By
                                           -----------------------------
                                             Name:
                                             Title:


                                        BANQUE PARIBAS

                                        By
                                           -----------------------------
                                             Name:
                                             Title:


                                          4

<PAGE>

                                        THE CHASE MANHATTAN BANK

                                        By
                                           -----------------------------
                                             Name:
                                             Title:



                                        CREDIT SUISSE FIRST BOSTON

                                        By
                                           -----------------------------
                                             Name:
                                             Title:

                                        By
                                           -----------------------------
                                             Name:
                                             Title:



                                        DEUTSCHE BANK AG, NEW YORK AND/OR
                                        CAYMAN ISLANDS BRANCHES

                                        By
                                           -----------------------------
                                             Name:
                                             Title:

                                        By
                                           -----------------------------
                                             Name:
                                             Title:



                                        THE FIRST NATIONAL BANK OF CHICAGO

                                        By
                                           -----------------------------
                                             Name:
                                             Title:


                                          5

<PAGE>

                                        NATIONAL WESTMINSTER BANK PLC

                                        By
                                           -----------------------------
                                             Name:
                                             Title:



                                        NATIONAL WESTMINSTER BANK PLC,
                                        NASSAU BRANCH

                                        By
                                           -----------------------------
                                             Name:
                                             Title:



                                        NATIONSBANK, N.A.

                                        By
                                           -----------------------------
                                             Name:
                                             Title:



                                        PNC BANK, NATIONAL ASSOCIATION

                                        By
                                           -----------------------------
                                             Name:
                                             Title:


                                        ROYAL BANK OF CANADA

                                        By
                                           -----------------------------
                                             Name:
                                             Title:


                                          6

<PAGE>

                                        ISTITUTO BANCARIO SAN PAOLO DI
                                        TORINO SPA

                                        By
                                           -----------------------------
                                             Name:
                                             Title:



                                        SOCIETE GENERALE NEW YORK BRANCH

                                        By
                                           -----------------------------
                                             Name:
                                             Title:



                                        STANDARD CHARTER BANK

                                        By
                                           -----------------------------
                                             Name:
                                             Title:



                                        THE SUMITOMO BANK LIMITED

                                        By
                                           -----------------------------
                                             Name:
                                             Title:


                                          7


<PAGE>



                                                                     Exhibit 11
                                                                     Page 1 of 2


                            COLGATE-PALMOLIVE COMPANY

                    COMPUTATION OF EARNINGS PER COMMON SHARE

                  (Dollars in Millions Except Per Share Amounts)
                                   (Unaudited)


<TABLE>
<CAPTION>


                                                                       Three Months Ended March 31,
                                                                       ------------------------
                                                                         1998                 1997
                                                                        -------              ------
BASIC

<S>                                                                      <C>                 <C>  
Earnings:
    Net income                                                           $196.0            $169.6

    Deduct: Dividends on preferred shares                                   5.3               5.4
                                                                        -------            -------

    Net income applicable to common shares                               $190.7            $164.2
                                                                        -------            -------
                                                                        -------            -------
Shares (in millions):

    Weighted average shares outstanding                                   295.6              294.6
                                                                        -------            -------
                                                                        -------            -------

Earnings per common share, basic                                         $  .65             $  .56
                                                                        -------            -------
                                                                        -------            -------


</TABLE>




                                       13

<PAGE>



                                                                     Exhibit 11
                                                                     Page 2 of 2

                            COLGATE-PALMOLIVE COMPANY

                    COMPUTATION OF EARNINGS PER COMMON SHARE

                  (Dollars in Millions Except Per Share Amounts)
                                   (Unaudited)


<TABLE>
<CAPTION>


                                                                        Three Months Ended March 31,
                                                                        ----------------------------
                                                                          1998               1997
                                                                        -------            -------

DILUTED

<S>                                                                     <C>                 <C>    
Earnings:

    Net income                                                           $196.0              $169.6
    Deduct: Dividends on preferred shares                                    .1                  .1
    Deduct: Replacement funding                                              .5                  .6
                                                                        -------             -------
    Net income applicable to common shares                               $195.4              $168.9
                                                                        -------             -------
                                                                        -------             -------
Shares (in millions):

    Weighted average number of common shares
       outstanding                                                        295.6               294.6
    Add: Assumed exercise of options reduced by the
       number of shares purchased with the proceeds                         7.3                 6.1

    Add: Assumed conversion of Series B convertible
       Preference Stock                                                    22.8                23.3
                                                                        -------             -------
    Adjusted weighted average shares outstanding                          325.7               324.0
                                                                        -------             -------
                                                                        -------             -------
Earnings per common share, diluted                                       $  .60              $  .52
                                                                        -------             -------
                                                                        -------             -------
</TABLE>






                                       14


<PAGE>




                                                                      Exhibit 12
                                                                      ----------

                            COLGATE-PALMOLIVE COMPANY

                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                              (Dollars in Millions)
                                   (Unaudited)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------

                                                                           Three Months Ended
                                                                             March 31, 1998
                                                                           ------------------
<S>                                                                               <C>   
Income before income taxes                                                        $299.2

ADD:
Interest on indebtedness and amortization of debt expense and
   discount or premium                                                              50.3

Portion of rents representative of interest factor                                   7.8

Interest on ESOP debt, net of dividends                                              0.8

LESS:
Income of less than fifty-percent owned subsidiaries                               (1.4)
                                                                                  ------

Income as adjusted                                                                $356.7
                                                                                  ------
                                                                                  ------
FIXED CHARGES:

Interest on indebtedness and amortization of debt expense and
   discount or premium                                                            $ 50.3

Portion of rents representative of interest factor                                   7.8

Interest on ESOP debt, net of dividends                                              0.8

Capitalized interest                                                                 1.9
                                                                                  ------
Total fixed charges                                                               $ 60.8
                                                                                  ======

Ratio of earnings to fixed charges                                                   5.9
                                                                                  ======

</TABLE>


In June 1989, the Company's leveraged employee stock ownership plan (ESOP)
issued $410.0 of long-term notes due through 2009 bearing an average interest
rate of 8.6%. These notes are guaranteed by the Company. Interest incurred on
the ESOP's notes during the first quarter of 1998 was $8.1. This interest is
funded through preferred and common stock dividends. The fixed charges presented
above include interest on ESOP indebtedness to the extent it is not funded
through preferred and common stock dividends.


                                       15


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT ON FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>  1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                             176
<SECURITIES>                                        49
<RECEIVABLES>                                    1,124
<ALLOWANCES>                                        38
<INVENTORY>                                        748
<CURRENT-ASSETS>                                   230
<PP&E>                                           3,849
<DEPRECIATION>                                   1,397
<TOTAL-ASSETS>                                   7,624
<CURRENT-LIABILITIES>                            2,004
<BONDS>                                          2,441
                                0
                                        382
<COMMON>                                           366
<OTHER-SE>                                       1,373
<TOTAL-LIABILITY-AND-EQUITY>                     7,624
<SALES>                                          2,160
<TOTAL-REVENUES>                                 2,160
<CGS>                                            1,036
<TOTAL-COSTS>                                      781
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  43
<INCOME-PRETAX>                                    299
<INCOME-TAX>                                       103
<INCOME-CONTINUING>                                196
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       196
<EPS-PRIMARY>                                      .65
<EPS-DILUTED>                                      .60
        

</TABLE>


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