SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Colgate-Palmolive Company
(NAME OF ISSUER)
Common Stock
(TITLE OF CLASS OF SECURITIES)
194-162-103
CUSIP NUMBER
Check the following box if a fee is being paid with this
statement. ____ (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 194-162-103
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LASALLE NATIONAL TRUST, N.A. (not in its individual or
corporate capacity but solely as trustee (the "Trustee")
of the Colgate-Palmolive Company Employee Stock Ownership
Trust (the "Trust") (Tax Identification No. 36-3697893)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
Not applicable.
(A)
(B)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
LaSalle National Trust, N.A. is a national banking
association organized under the laws of the United States.
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 10,139,366 (as of 12/31/94)
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8. SHARED DISPOSITIVE POWER
WITH 10,139,366 (as of 12/31/94)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,139,366 (as of 12/31/94)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
SHARES *
Not applicable.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.56 percent
12. TYPE OF REPORTING PERSON *
BK, EP
The filing of this Statement on Schedule 13G is made by LaSalle
National Trust, N.A. as trustee (the "Trustee") for the Colgate-
Palmolive Employee Stock Ownership Trust and Plan (the "Trust")
voluntarily and does not constitute, and should not be construed
as, an admission that either the Trust or the Trustee
beneficially owns any securities covered by this Statement or is
required to file this Statement for the Trust and the Trustee.
In this connection, the Trust and the Trustee disclaim beneficial
ownership of the securities covered by this Statement.
Item 1(a) NAME OF ISSUER:
The name of the issuer is Colgate-Palmolive Company
(the "Issuer").
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The address of the principal executive offices of the
Issuer is 300 Park Avenue, New York, New York 10022-
7499.
Item 2(a) NAME OF PERSON FILING:
The person filing this Statement is the Trust and the
Trustee.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The address of the Trust and its principal place of
business is c/o LaSalle National Trust, N.A.,
135 South LaSalle Street, Chicago, Illinois 60603. The
address of the Trustee is 135 South LaSalle Street,
Chicago, Illinois 60603.
Item 2(c) CITIZENSHIP:
LaSalle National Trust, N.A. is a national banking
association organized under the laws of the United
States.
Item 2(d) TITLE OF CLASS OF SECURITIES:
The class of equity securities to which this Statement
relates is the Common Stock of the Issuer.
Item 2(d) CUSIP NUMBER:
The CUSIP number of the Common Shares is 194-162-103.
Item 3 THE PERSON FILING THIS STATEMENT IS A:
[b] [x] Bank as defined in Section 3(a)(6) of the Act.
[f] [x] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA") or Endowment
Fund.
Item 4 OWNERSHIP
(a) Amount Beneficially Owned: 10,139,366
(b) Percent of Class: 6.56 percent (as of 12/31/94)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
Includes 5,066,618 unallocated shares of Convertible
Preferred Stock, Series B which are convertible into Common Stock
on a two-to-one basis. Excludes 1,497,539 Shares of Common Stock
which are allocated to accounts of participants ("ESOP
Participants") of the Colgate-Palmolive Employee Stock Ownership
Plan (the "ESOP") and 1,024,797 shares of Convertible Preferred
Stock, Series B which are allocated to accounts of ESOP
Participants.
(ii) shared power to vote or to direct the vote:
10,139,366
(iii) sole power to dispose or direct the
disposition of:
0
(iv) shared power to dispose or direct the
disposition of:
10,139,366
Participants in the Trust have the right to direct the
Trustee in the voting of Common Stock and Convertible Preferred
Stock, Series B, allocated to their accounts on all matters
required to be submitted to a vote of shareholders. If no
directions are received as to the voting of allocated shares of
Common Stock and Convertible Preferred Stock, Series B, the
Trustee votes such shares in the same proportion as the allocated
shares for which the Trustee receives directions from
participants. The unallocated shares of Common Stock and the
Convertible Preferred Stock, Series B are voted by the Trustee in
the same proportion as the allocated shares for which the Trustee
receives directions from participants. In the event of a tender
offer, the participants have the right to direct the Trustee as
to the manner in which to respond. Allocated shares of Common
Stock and Convertible Preferred Stock, Series B, for which no
directions are received shall not be tendered by the Trustee.
The unallocated shares of Common Stock and Convertible Preferred
Stock, Series B, are tendered in the same proportion as the
allocated shares for which directions are received. 10,133,236
unallocated shares of Common Stock (consisting of 5,066,618
shares of Convertible Preferred Stock, Series B which are
convertible into common stock on a two-to-one basis) are held by
the Trustee in its capacity as Trustee of the Trust. This
statement includes 6,130 shares of Common Stock which are held by
the Trustee as trustee custodian for certain accounts unrelated
to the Issuer or the Trust. The filing of this Schedule 13G
shall not be construed as an admission that the Reporting Person
is, for the purposes of Section 1(d) and 13(g) of the Act, the
beneficial owner of any securities covered by the statement.
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
Subject to the terms and conditions of the ESOP Trust
and the related plan, ESOP Participants are entitled to
receive certain distributions or assets held by the
Trust. Such distributions may include proceeds from
dividends on, or the sale of, shares of Common Stock or
Convertible Preferred Stock, Series B reflected in this
Schedule 13G. The respective participants' accounts
disclosed under Item 4(a) above may have the right to
receive, or direct the receipt of, dividends on, or
proceeds from the sale of, the 6,130 shares of Common
Stock disclosed under such Item 4(a).
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
Not applicable.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
February 6, 1995
________________
Date
LASALLE NATIONAL TRUST, N.A. (not
in its individual or corporate
capacity but solely as Trustee)
/s/ Jeffrey S. Schiedemeyer
_________________________________
Signature
Jeffrey S. Schiedemeyer
Corporate Trust Officer
_________________________________
Name/Title