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, 2002.

                                       OR

[ ] 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                 547,123,679               March 31, 2002




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,
                                                                ---------

                                                         2002            2001
                                                       --------        --------

Net sales                                              $2,195.2        $2,212.2
Cost of sales                                             992.4         1,031.8
                                                       --------        --------

Gross profit                                            1,202.8         1,180.4

Selling, general and administrative expenses              742.1           738.9
Interest expense                                           36.9            47.4
Interest income                                            (2.0)           (3.8)
                                                       --------        --------
Income before income taxes                                425.8           397.9
Provision for income taxes                                136.1           130.0
                                                       --------        --------
Net income                                             $  289.7        $  267.9
                                                       ========        ========
Earnings per common share:
    Basic                                              $    .52        $    .47
                                                       ========        ========
    Diluted                                            $    .49        $    .44
                                                       ========        ========
Dividends declared per common share*                   $    .36        $    .32
                                                       ========        ========



* Two dividends were declared in each period.
See Notes to Condensed Consolidated Financial Statements.


                                       2



                            COLGATE-PALMOLIVE COMPANY

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

                              (Dollars in Millions)
                                   (Unaudited)
--------------------------------------------------------------------------------

                                     ASSETS
                                     ------



                                                                March 31,            December 31,
                                                                  2002                   2001
                                                              ------------          ---------------
                                                                                 
     Current assets:
        Cash and cash equivalents                              $    184.8              $     172.7
        Receivables (less allowances of $44.7 and $45.6)          1,148.5                  1,124.9
        Inventories                                                 709.0                    677.0
        Other current assets                                        251.8                    228.8
                                                               ----------              -----------
                                                                  2,294.1                  2,203.4

     Property, plant and equipment:
        Cost                                                      4,426.0                  4,408.9
        Less:  Accumulated depreciation                           1,947.6                  1,895.4
                                                               ----------              -----------
                                                                  2,478.4                  2,513.5

     Goodwill and other intangible assets                         1,875.8                  1,904.0
     Other assets                                                   404.3                    363.9
                                                               ----------              -----------
                                                               $  7,052.6              $   6,984.8
                                                               ==========              ===========





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,
                                                    2002               2001
                                                -----------     ---------------

Current liabilities:
    Notes and loans payable                       $    125.2        $    101.6
    Current portion of long-term debt                  352.8             325.5
    Accounts payable                                   654.4             678.1
    Accrued income taxes                               207.3             195.0
    Other accruals                                     921.8             823.3
                                                  ----------        ----------
                                                     2,261.5           2,123.5

Long-term debt                                       2,950.3           2,812.0
Deferred income taxes                                  459.1             480.6
Other liabilities                                      738.7             722.3

Shareholders' equity:
    Preferred stock                                    335.3             341.3
    Common stock                                       732.9             732.9
    Additional paid-in capital                       1,153.5           1,168.7
    Retained earnings                                5,734.7           5,643.6
    Accumulated other comprehensive income          (1,512.2)         (1,491.2)
                                                  ----------        ----------
                                                     6,444.2           6,395.3
    Unearned compensation                             (342.8)           (345.4)
    Treasury stock, at cost                         (5,458.4)         (5,203.5)
                                                  ----------        ----------
                                                       643.0             846.4
                                                  ----------        ----------
                                                  $  7,052.6        $  6,984.8
                                                  ==========        ==========


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,
                                                                      ---------
                                                               2002                  2001
                                                             ---------             ---------
                                                                             
Operating Activities:
---------------------

Net income                                                   $  289.7              $  267.9
Adjustments to reconcile net income to net cash
   provided by operations:
     Restructured operations                                     (1.6)                 (0.8)
     Depreciation and amortization                               71.7                  83.5
     Income taxes and other, net                                 29.7                  82.8
     Cash effects of changes in:
       Receivables                                              (11.9)                 37.2
       Inventories                                              (38.9)                (32.4)
       Payables and accruals                                    (14.6)                (94.0)
                                                             ---------             ---------
   Net cash provided by operating activities                    324.1                 344.2

Investing Activities:
---------------------

Capital expenditures                                            (50.3)                (47.0)
(Investment in) sale of marketable securities                    (1.0)                  4.7
Other                                                           (50.3)                 (2.6)
                                                             ---------             ---------
   Net cash used for investing activities                      (101.6)                (44.9)

Financing Activities:
---------------------

Principal payments on debt                                     (193.1)               (190.9)
Proceeds from issuance of debt                                  385.0                 358.3
Dividends paid                                                  (99.7)                (89.8)
Purchase of common stock                                       (295.5)               (356.2)
Other                                                            (5.8)                  3.1
                                                             ---------             --------

   Net cash used for financing activities activities           (209.1)               (275.5)

Effect of exchange rate changes on
   cash and cash equivalents                                     (1.3)                 (2.5)
                                                             ---------             --------
Net increase in cash and cash equivalents                        12.1                  21.3
Cash and cash equivalents at beginning of period                172.7                 206.6
                                                             --------              --------
Cash and cash equivalents at end of period                   $  184.8              $  227.9
                                                             =========             ========




See Notes to Condensed Consolidated Financial Statements.


                                       5



                            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, 2002 and 2001 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.   Sales Incentives and Promotional Expenses

     On January 1, 2002, the Company adopted the requirements of the Financial
     Accounting Standards Board's Emerging Issues Task Force (EITF) Issue No.
     00-14 "Accounting for Certain Sales Incentives" and Issue No. 00-25 "Vendor
     Income Statement Characterization of Consideration Paid to a Reseller of
     the Vendor's Products" that relate to the classification of various types
     of sales incentives and promotional expenses. The new accounting resulted
     in the reclassification of certain sales incentives and promotional
     expenses from selling, general and administrative expenses to a reduction
     of net sales and cost of sales, but had no impact on the Company's net
     income or earnings per share. The financial information for the first
     quarter of 2001 reflects these reclassifications which reduced net sales
     and cost of sales by $80.4 and $1.0, respectively, with an offsetting
     reduction in selling, general and administrative expenses.

4.   Goodwill and Other Intangible Assets

     The Company adopted Statement of Financial Accounting Standards (SFAS) No.
     142 "Goodwill and Other Intangible Assets" effective January 1, 2002. Under
     the new standard, goodwill and indefinite life intangible assets, such as
     the Company's global brands, are no longer amortized but are subject to
     annual impairment tests. Other intangible assets with finite lives, such as
     non-compete agreements, will continue to be amortized over their useful
     lives. The transitional impairment tests were completed and did not result
     in an impairment charge.

     In accordance with SFAS 142, prior period amounts were not restated. A
     reconciliation of the previously reported net income and earnings per share
     for the three months ended March 31, 2001 to the amounts adjusted for the
     reduction of amortization expense, net of the related income tax effect, is
     as follows:

                                     Net Income      Basic EPS    Diluted EPS
                                     ----------      ---------    -----------

     Reported                        $     267.9        $ .47        $ .44
     Add: amortization adjustment           11.2          .02          .01
                                     -----------        ------       -----
     Adjusted                        $     279.1        $ .49        $ .45
                                     ===========        =====        =====



                                       6



                            COLGATE-PALMOLIVE COMPANY

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

            (Dollars and Shares in Millions Except Per Share Amounts)
                                   (Unaudited)
--------------------------------------------------------------------------------

     The net carrying value of goodwill and other intangible assets as of March
     31, 2002 is comprised of the following:

     Goodwill                                         $  1,260.0
     Indefinite life intangible assets                     357.5
     Finite life intangible assets                         258.3
                                                      ----------
                                                      $  1,875.8
                                                      ==========

     The change in the net carrying amount of goodwill and other intangible
     assets during the three months ended March 31, 2002 is due to the impact of
     foreign currency translation adjustments and amortization of finite life
     intangible assets.

     The net carrying value of goodwill as of March 31, 2002 by operating
     segment is as follows:

     North America                                   $     248.9
     Latin America                                         549.3
     Europe                                                346.6
     Asia/Africa                                           100.2
                                                     -----------
     Total Oral, Personal and
          Household Care                                 1,245.0
     Total Pet Nutrition                                    15.0
                                                     -----------
                                                     $   1,260.0
                                                     ===========

     Finite life intangible assets as of March 31, 2002, subject to amortization
     expense, are comprised of the following:

                         Gross Carrying      Accumulated
                             Amount          Amortization           Net
                             ------          ------------           ---

          Trademarks        $   367.8          $  (114.2)        $   253.6
          Other                  42.4              (37.7)              4.7
                            ---------          ----------        ---------
                            $   410.2          $  (151.9)        $   258.3
                            =========          ==========        =========

     Amortization expense for trademarks and other intangible assets with finite
     lives was $3.2 for the three months ended March 31, 2002. Annual estimated
     amortization expense for each of the five succeeding fiscal years is
     expected to approximate $12.0.

5.   Inventories by major classes were as follows:

                                                 March 31,        December 31,
                                                    2002              2001
                                                 ----------       ------------

          Raw materials and supplies             $   182.5          $   188.0
          Work-in-process                             32.3               27.9
          Finished goods                             494.2              461.1
                                                 ---------          ---------
                                                 $   709.0          $   677.0
                                                 =========          =========


                                       7



                            COLGATE-PALMOLIVE COMPANY

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

            (Dollars and Shares in Millions Except Per Share Amounts)

                                   (Unaudited)
--------------------------------------------------------------------------------


6.       Earnings Per Share:



                                 Three Months Ended March 31, 2002              Three Months Ended March 31, 2001
                                 ---------------------------------              ---------------------------------
                                                              Per                                             Per
                                   Income      Shares        Share               Income         Shares       Share
                                   ------      ------        -----               ------         ------       -----

                                                                           
Net income                         $289.7                                        $267.9
Preferred dividends                  (5.7)                                         (5.1)
                                 --------                                       -------

   Basic EPS                        284.0        549.2        $.52                262.8           564.6        $.47
                                                              ====                                             ====

Stock options                                      8.0                                              9.3
ESOP conversion                       5.7         40.0                              5.0            41.6
                                  -------    ---------                          -------         -------

   Diluted EPS                     $289.7        597.2        $.49               $267.8           615.5        $.44
                                   ======    =========        ====               ======         =======        ====


7.   Comprehensive income

     Comprehensive income is comprised of net earnings, currency translation
     gains and losses, and gains and losses from derivative instruments
     designated as cash flow hedges. Total comprehensive income for the three
     months ended March 31, 2002 and 2001 was $268.7 and $200.2, respectively,
     with the difference from net income primarily consisting of foreign
     currency translation adjustments. Accumulated other comprehensive income,
     as reflected in the condensed consolidated balance sheets, primarily
     consists of cumulative foreign currency translation adjustments.


                                       8



                            COLGATE-PALMOLIVE COMPANY

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

            (Dollars and Shares in Millions Except Per Share Amounts)

                                   (Unaudited)
--------------------------------------------------------------------------------

8.   Segment Information

                                               Three months ended March 31,
                                                 2002                  2001
                                            ------------          ---------
     Net Sales

     North America                          $     576.7          $     556.9
     Latin America                                535.3                565.1
     Europe                                       444.7                448.2
     Asia/Africa                                  368.5                378.8
                                            -----------          -----------
     Total Oral, Personal and
          Household Care                        1,925.2              1,949.0
     Total Pet Nutrition                          270.0                263.2
                                            -----------          -----------
     Net Sales                              $   2,195.2          $   2,212.2
                                            ===========          ===========

     Earnings

     North America                          $     143.6          $     127.5
     Latin America                                158.1                158.6
     Europe                                        95.5                 85.2
     Asia/Africa                                   55.0                 55.5
                                            -----------          -----------
     Total Oral, Personal and
          Household Care                          452.2                426.8
     Total Pet Nutrition                           65.5                 62.5
     Corporate overhead and other                 (57.0)               (47.8)
                                            -----------          -----------
     Earnings before interest and taxes           460.7                441.5
     Interest expense, net                        (34.9)               (43.6)
                                            -----------          -----------
     Income before income taxes             $     425.8          $     397.9
                                            ===========          ===========

9.   Reference is made to the Company's Annual Report on Form 10-K filed with
     the Securities and Exchange Commission for the year ended December 31, 2001
     for a complete set of financial notes including the Company's significant
     accounting policies.


                                       9



                            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 were $2,195.2 in the first quarter of 2002 reflecting unit
volume gains of 2.5% offset by a decline in foreign currencies. Sales, excluding
divestments, decreased 0.5% and would have risen 3% excluding the effect of
foreign currency declines.

First quarter sales in the Oral, Personal and Household Care segment were
$1,925.2 down 1.0% from 2001 on volume growth of 2.5% offset by foreign
currencies.

Colgate-North America sales grew 3.5% in the first quarter of 2002 to $576.7 as
volume gains of 3.0% were primarily driven by new product sales and market share
gains. Volume and market share gains in the Oral Care category were attributable
to recently introduced products including Colgate Total Plus Whitening and
Colgate Fresh Confidence toothpastes and Colgate Motion battery-powered
toothbrush. In the Personal Care category, Lady Speed Stick Invisible Dry
and Speed Stick Power of Nature deodorants and Softsoap Vitamins with
vitamin E body wash contributed to increased volume and market shares in the
region.

Colgate-Latin America sales decreased 5.0%, excluding divestments, to $535.3 due
to volume declines of 1.0% and the impact of foreign currency. Volume gains in
Colombia, the Dominican Republic, Ecuador and Peru were offset by volume
declines in Brazil, Mexico and Argentina. Excluding the impact of foreign
currency, continuing sales would have risen 1%. Despite the volume declines in
the region, recently introduced products such as Colgate Triple Action and
Colgate Herbal White toothpastes and Colgate Active Flexible and Colgate
Premier Ultra toothbrushes helped to strengthen our market share leadership in
the Oral Care category. In the Personal and Household Surface Care categories,
recently introduced products including Mennen Speed Stick Power of Nature
deodorants, Fabuloso Lavender liquid cleaner and Axion Apple Fantasy dishwashing
paste experienced volume gains in the region.

Colgate-Europe sales decreased 1.0% to $444.7 as volume gains of 4.0% were
negatively impacted by the weakened euro. Excluding currency, sales would have
risen 3% largely due to volume gains in the United Kingdom, the Nordic Group,
Russia, Poland, Portugal and Greece. Volume and market share gains within the
region were primarily due to recently introduced products including Colgate
Herbal and Colgate Total Plus Whitening toothpastes, Colgate Motion
battery-powered toothbrush and Colgate Zig Zag manual toothbrush. Contributing
to growth in the Personal and Household Surface Care categories in the region
were recently introduced products including Palmolive Aromatherapy shower gel
and bath foam, Palmolive Fruit Essentials translucent bar soap, Ajax glass and
all purpose cleaner wipes, and Ajax Floral Fiesta powder scourer.

Colgate-Asia/Africa sales decreased 3.0% to $368.5 as volume gains of 3.5% were
negatively impacted by foreign currency. Excluding currency, sales would have
risen 2%. The strongest volume gains were achieved in Australia, New Zealand,
Malaysia, Hong Kong, Vietnam and South Africa. Volume gains were led by recently
introduced products including Colgate Triple Action, Colgate Herbal White and
Colgate Fresh Confidence toothpastes, Protex Herbal soap and talc, Palmolive
Fresh soap and Softlan fabric conditioner.

Sales in the Pet Nutrition segment increased 2.5% to $270.0 on volume gains of
4.0% with volume increases in North America and internationally. Excluding
currency, sales would have risen 5%. Hill's experienced volume and market share
growth in the North American specialty retail and veterinary channels led by
recently introduced products including Science Diet Oral Care for cats and dogs,
and Prescription Diet Canine b/d, a


                                       10



                            COLGATE-PALMOLIVE COMPANY

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                -------------------------------------------------
                       CONDITION AND RESULTS OF OPERATIONS
                       -----------------------------------

                 (Dollars in Millions Except Per Share Amounts)

--------------------------------------------------------------------------------

clinically proven product that reduces the signs of canine brain aging.
Internationally, volume gains in Europe, Asia and the South Pacific were
partially offset by declines in Latin America, which was affected by the local
economic conditions.

Worldwide gross profit margin for the first quarter of 2002 increased to 54.8%
from 53.4% in 2001 as the Company continued to benefit from continued
streamlining of manufacturing, global sourcing and other cost reduction
programs.

Selling, general and administrative expenses as a percentage of sales increased
slightly to 33.8% in 2002 from 33.4% in 2001. The non-cash benefit of reduced
amortization expense from the adoption of SFAS 142 was offset by an increase in
non-cash pension and benefit costs and unrealized losses on foreign currency
contracts. These contracts are an economic hedge of certain foreign currency
debt but do not qualify for hedge accounting.

Earnings before interest and taxes (EBIT) increased 4% to $460.7, and reached a
level of 21.0% of sales versus 20.0% in the same year ago period.

Interest expense, net of interest income decreased to $34.9 in the 2002 first
quarter as compared with $43.6 in 2001 due to the effect of lower interest rates
partially offset by higher debt levels in 2002.

The effective tax rate was 32.0% and 32.7% in the first quarter of 2002 and
2001, respectively. The 32.0% reflects the Company's current estimate of its
full year effective income tax rate which is slightly higher than the 2001 full
year rate of 31.3%.

First quarter 2002 net income increased 8% to $289.7 while diluted earnings per
share increased 11% to $0.49. If first quarter 2001 results were adjusted for
the impact of SFAS 142, EBIT, net income and diluted earnings per share would
have been $455.5, $279.1 and $.45, respectively.

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

Net cash provided by operations decreased 6% to $324.1 in the first quarter of
2002 compared with $344.2 in 2001. The decrease results from increased tax
payments of $133.2 in 2002 versus $44.3 in 2001. The 2002 tax payments include
$40.7 related to 2001 fourth quarter estimated tax payments that were deferred
into the first quarter of 2002 under a U.S. Government relief granted to New
York City based corporate taxpayers due to the September 11th terrorist attacks.
The increased tax payments are also due to the Company's increasing
profitability and proper application of estimated tax payment rules further
deferring payments into 2002. Accordingly, total tax payments for the 2002
fiscal year are expected to exceed payments made in the prior year.

At March 31, 2002, $623.4 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 Annual Report on Form 10-K for the
year ended December 31, 2001 for additional information regarding available
sources of liquidity and capital.


                                       11



                            COLGATE-PALMOLIVE COMPANY


 PART II.      OTHER INFORMATION
 --------      -----------------

--------------------------------------------------------------------------------

Item 1.        Legal Proceedings
-------        -----------------

               For information regarding legal matters refer to Item 3 on
               page 4 of the registrant's Annual Report on Form 10-K for the
               year ended December 31, 2001 and Note 14 to the consolidated
               financial statements included therein on page 38.

Item 6.        Exhibits and Reports on Form 8-K
-------        --------------------------------

               (a) Exhibits:

                   Exhibit 12            Ratio of Earnings to Fixed Charges.

               (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



                                       12



                                    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:


April 30, 2002                   /s/  Stephen C. Patrick
                                 --------------------------------------
                                      Stephen C. Patrick
                                      Chief Financial Officer

                                 Principal Accounting Officer:


April 30, 2002                   /s/  Dennis J. Hickey
                                 -------------------------------------
                                      Dennis J. Hickey
                                      Vice President and
                                      Corporate Controller


                                       13