Item 1.01.     Entry into a Material Definitive Agreement.

This Form 8-K describes certain ordinary course actions taken at the March 9, 2006 meeting of the Personnel & Organization Committee (the “P&O Committee”) of the Board of Directors of Colgate-Palmolive Company (the “Company”) with regard to the compensation of the Company’s executive officers.

The P&O Committee established performance measures for the Company’s executive officers for (i) annual bonus awards for 2006 and (ii) long-term restricted stock awards for the 2006 through 2008 measurement period. These awards are made under the Company’s Executive Incentive Compensation Plan (the “EICP Plan”), which was approved by the Company’s stockholders on May 5, 1999 and May 7, 2004 and is filed as Appendix D to the Company’s 2004 Proxy Statement. Consistent with past practice, as described most recently in the P&O Committee Report on Executive Compensation included in the Company’s 2005 Proxy Statement, the P&O Committee established an earnings-per-share goal for the 2006 annual bonus awards and compounded annual net sales and earnings-per-share growth targets for long-term restricted stock awards for the 2006 through 2008 measurement period.

The P&O Committee also reviewed the base salaries of the executive officers. Current salaries of those who are expected to be Named Executive Officers in the Company’s 2006 Proxy Statement are as follows: Reuben Mark, Chairman and Chief Executive Officer, $1,817,000; Ian M. Cook, President and Chief Operating Officer, $880,000; Javier Teruel, Vice Chairman, $880,000; Michael J. Tangney, Executive Vice President and President -- Latin America, $706,000 and Stephen C. Patrick, Chief Financial Officer, $650,000. The P&O Committee, together with the Company’s other independent directors, approved a salary of $1,890,000, a 4% increase, for Mr. Mark to be effective in April 2006.

Salary increases for other executive officers may also be approved during 2006. The amount of any such salary increases will be based on one or more of the following factors, as applicable: (i) individual performance; (ii) business unit performance; (iii) assumption of new responsibilities; (iv) the Company’s annual salary budget guidelines; (v) other performance measures, such as improvements in customer service, faster product development, market share improvements, geographic expansion and productivity increases; and (vi) competitive data. During the past two years, the annual salary increase for the Chairman and Chief Executive Officer has been 4% and annual increases for the other Named Executive Officers have ranged from 3.1% to 10%.

Item 8.01.     Other Events.

On March 9, 2006, the Company’s Board of Directors authorized a new share repurchase program that replaces, as of the close of business on March 9, 2006, the share repurchase program announced in October 2004 which was scheduled to expire at the end of March. The new repurchase program authorizes the repurchase of up to 30 million shares of the Company’s common stock. As of February 28, 2006, the Company had approximately 515 million shares of common stock outstanding. The shares will be repurchased from time to time in open market transactions or privately negotiated transactions at the Company’s discretion, subject to market conditions and other factors.