COLGATE PALMOLIVE CO — Regulatory Filings 2008

May 9, 2008

424B2 1 efc8-0815_6632254fm424b2.htm efc8-0815_6632254fm424b2.htm Licensed to: SIdley Austin LLP Document Created using EDGARizer 4.0.5.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

Filed Pursuant to Rule 424(b)(2)

Registration No. 333-126987

Pricing Supplement No. 2 dated May 7, 2008

(To Prospectus Supplement and

Prospectus, each dated September 6, 2005)

Colgate-Palmolive Company

Medium-Term Notes - Floating Rate

Series F

We are hereby offering to sell Notes having the terms specified below to you with the assistance of UBS Securities LLC, Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. (the “Agents”), acting as principal, at a fixed initial public offering price of 100.00% of the principal amount.

Principal Amount: $75,436,000 Issue Price: 100.00% Stated Maturity Date: May 15, 2048 CUSIP Number: 19416QDM9 Trade Date: May 7, 2008 Expected Issue Date: May 14, 2008 (T+5) Net Proceeds to Colgate: $74,681,640 Agents’ Discount or Commission: $754,360

Base Rate:

| [ ] | Certificate of
Deposit Rate |
| --- | --- |
| [ ] | CMT
Rate |
| [ ] | Commercial Paper
Rate |
| [ ] | Eleventh District
Cost of Funds Rate |
| [ X
] | LIBOR Reuters Page
LIBOR01 |
| [ ] | Prime
Rate |
| [ ] | Treasury
Rate |
| [ ] | Other (see
attached) |

Interest Reset Dates: February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2008

Interest Determination Dates: Quarterly, two London Banking Days prior to each Interest Reset Date

Interest Rate Reset Period: Quarterly

Interest Payment Dates: February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2008

Index Maturity: 3 month

Index Currency: US Dollars

Spread: -0.30%

Spread Multiplier: N/A

Maximum Interest Rate: N/A

Minimum Interest Rate: N/A

Day Count Convention:

[ ] 30/360 for the period from _ to _

[ X ] Actual / 360 for the period from May 14, 2008 to May 15, 2048.

[ ] Actual / Actual for the period from to

| Redemption: | The Notes may be
redeemed at the option of Colgate prior to the stated maturity
date. See “Other Provisions – Optional Redemption”
below. |
| --- | --- |
| Optional
Repayment: | The
Notes may be repaid at the option of the holders prior to the stated
maturity date. See “Other Provisions – Optional Repayment”
below. |

Currency:

Specified Currency: US Dollars

Minimum Denomination: $1,000

Original Issue Discount: [ ] [ X ] No

Total amount of OID:

Yield to Maturity:

Initial Accrual Period:

Form: [ X ] Book-entry [ ] Certificated

[ X ] Other provisions:

Optional Redemption: Colgate may at its option elect to redeem the Notes, in whole or in part, in increments of $1,000 or any multiple of $1,000, upon not less than 30 nor more than 60 days’ prior written notice to the holders, on May 15, 2038 or on any business day thereafter at the following redemption prices corresponding to the periods set forth below (expressed as a percentage of the principal amount of the Notes), together with any unpaid accrued interest to the redemption date:

| If
Redeemed During the 12-Month Period
Commencing on : | Redemption
Price |
| --- | --- |
| May
15, 2038 | 105.00% |
| May
15, 2039 | 104.50 |
| May
15, 2040 | 104.00 |
| May
15, 2041 | 103.50 |
| May
15, 2042 | 103.00 |
| May
15, 2043 | 102.50 |
| May
15, 2044 | 102.00 |
| May
15, 2045 | 101.50 |

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If Redeemed During the 12-Month Period Commencing on : Redemption Price

May 15, 2046 101.00%

May 15, 2047 and thereafter to, but excluding, maturity 100.50

Optional Repayment: Notwithstanding anything to the contrary contained in the Prospectus Supplement dated September 6, 2005, the holders of the Notes may elect to cause Colgate to repurchase the Notes, in whole or in part, in increments of $1,000 or any multiple of $1,000, upon not less than 30 nor more than 60 days’ prior written notice to Colgate, on May 15 of each of the years set forth below, at the amounts corresponding to the years set forth below (expressed as a percentage of the principal amount of the Notes), together with any unpaid accrued interest to the repayment date:

| Repayment
Date | Repayment
Price |
| --- | --- |
| May
15, 2009 | 98.00% |
| May
15, 2010 | 98.00 |
| May
15, 2011 | 98.00 |
| May
15, 2012 | 98.00 |
| May
15, 2013 | 98.00 |
| May
15, 2014 | 99.00 |
| May
15, 2015 | 99.00 |
| May
15, 2016 | 99.00 |
| May
15, 2017 | 99.00 |
| May
15, 2018 | 99.00 |
| May
15, 2019 and May
15 of each third year thereafter, commencing
May 15, 2020 | 100.00 |

The Agents have severally, and not jointly, agreed to purchase from us, and we have agreed to sell to the Agents, the principal amount of Notes set forth opposite their respective names.

| Agent | Principal
Amount of Notes |
| --- | --- |
| UBS
Securities LLC | $27,886,000 |
| Morgan
Stanley & Co. Incorporated | 25,000,000 |
| Deutsche
Bank Securities Inc. | 15,000,000 |
| Merrill
Lynch, Pierce, Fenner & Smith Incorporated | 5,000,000 |
| J.P.
Morgan Securities Inc. | 2,550,000 |
| Total | $75,436,000 |

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Use of Proceeds :

The net proceeds from the sale of the Notes will be used by Colgate to retire commercial paper which was issued by Colgate for general corporate purposes. As of May 5, 2008, Colgate’s outstanding commercial paper had a weighted average interest rate of 2.167% with maturities ranging from 1 day to 70 days.

Settlement :

Delivery of the Notes is expected to be made against payment therefore on or about May 14, 2008, which will be on the fifth business day following the date on which the Notes are priced. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days after the date the securities are priced, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the day of pricing or the next succeeding business day will be required, by virtue of the fact that the Bank Notes will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement; such purchasers should also consult their own advisors in this regard.

Certain United States Federal Income Tax Considerations :

The following discussion supplements the discussion contained in the Prospectus Supplement dated September 6, 2005, under the heading “Certain United States Federal Income Tax Considerations.” Prospective purchasers of Notes are advised to consult their own tax advisors with respect to tax matters relating to the Notes.

Notes Used as Qualified Replacement Property.

Prospective investors seeking to treat the Notes as “qualified replacement property” for purposes of Section 1042 of the Internal Revenue Code of 1986, as amended (the “Code”), should be aware that Section 1042 requires the issuer to meet certain requirements in order for the Notes to constitute qualified replacement property. In general, qualified replacement property is a security issued by a domestic corporation that did not, for the taxable year preceding the taxable year in which such security was purchased, have “passive investment income” in excess of 25 percent of the gross receipts of such corporation for such preceding taxable year (the “passive income test”). For purposes of the passive income test, where the issuing corporation is in control of one or more corporations or such issuing corporation is controlled by one or more other corporations, all such corporations are treated as one corporation (the “affiliated group”) when computing the amount of passive investment income under Section 1042.

Colgate believes that less than 25 percent of its affiliated group’s gross receipts is passive investment income for the taxable year ending December 31, 2007. In making this determination, Colgate has made certain assumptions and used procedures which it believes are reasonable. Colgate cannot give any assurance as to whether it will continue to meet the passive income test. It is, in addition, possible that the Internal Revenue Service may disagree with the manner in which Colgate has calculated the affiliated group’s gross receipts (including the characterization thereof) and passive investment income and the conclusions reached herein.

Notes are securities with no established trading market. No assurance can be given as to whether a trading market for the Notes will develop or as to the liquidity of a trading market for the Notes. The availability and liquidity of a trading market for the Notes will also be affected by the degree to which purchasers treat the Notes as qualified replacement property.

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Legal Matters :

Sidley Austin LLP , New York, New York has acted as counsel for Colgate. Mayer Brown LLP has acted as counsel for the Agents.

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