Filed Pursuant to Rule 424(b)(3) relating to Reg. Stmt. 33-48840 and Reg. Stmt. 33-78424 Pricing Supplement No. 28 dated June 8, 1995 Rule 424(b)(3) (To Prospectus dated May 12, 1994 File No. 33-78424 and Prospectus Supplement dated May 12, 1994) File No. 33-48840 Colgate-Palmolive Company Medium-term Notes - Fixed Rate Series B - -------------------------------------------------------------------------------- Principal Amount $25,000,000 Trade Date: June 8, 1995 ----------- ------------ Issue Price: 100% Original Issue Date: June 30, 1995 ---- ------------- Interest Rate: 7.00% Net Proceeds to Issuer: $25,000,000 ---- ----------- Stated Maturity Date: June 30, 2010 Agent's Discount or Commission: $ 0 * ------------- --- - -------------------------------------------------------------------------------- Interest Payment Dates: September 30, December 30, March 30, June 30 -------------------------------------------- Day Count Convention: [ X ] 30 / 360 for the period from June 30, 1995 to June 30, 2010 [ ] Actual / 360 for the period from to -------- -------- [ ] Actual / Actual for the period from to -------- -------- Redemption: [ ] The Notes cannot be redeemed prior to the Stated Maturity Date, except as set forth in the Prospectus. [ X ] The Notes may be redeemed prior to the Stated Maturity Date on any Interest Payment Date commencing with the Initial Redemption Date. Initial Redemption Date: June 30, 1998 ------------- Initial Redemption Percentage: 100 % -------- Annual Redemption Percentage Reduction: % until -------- Redemption Percentage is 100% of the principal amount. Optional Repayment: [ X ] The Notes cannot be repaid prior to the Stated Maturity Date, except as set forth in the Prospectus. [ ] The Notes can be repaid prior to the Stated Maturity Date at the option of the holder of the Notes. Optional Repayment Date(s): -------- Repayment Price: % -------- Currency: Specified Currency: US Dollars ---------- (If other than US Dollars, see attached.) Minimum Denomination: -------- (Applicable only if Specified Currency is other than US Dollars.)Original Issue Discount: [ ] Yes [ X ] No Total amount of OID: Yield to Maturity: Initial Accrual Period: Form: [ X ] Book-entry [ ] Certified Agent acting in the capacity indicated below: [ ] Agent [ X ] Principal If as Principal: [ X ] The Notes are being offered at varying prices related to prevailing market prices at the time of resale. [ ] The Notes are being offered at a fixed initial public offering price of % of principal amount. -------- If as Agent: The Notes are being offered at a fixed initial public offering price of 100% of principal amount. [ ] Other Provisions: (see attached) -------------- *In connection with the issuance of the Note, the Company will enter into an interest rate swap transaction that has been arranged by an affiliate of the Agent. USE OF PROCEEDS The net proceeds from the sale of the Notes will be used by the Company to repay commercial bank borrowings incurred in connection with the Company's acquisition of the worldwide Kolynos oral care business from American Home Products Corporation on January 10, 1995. As of March 31, 1995, the Company's outstanding commercial paper had a weighted average interest rate of 6.15% with maturities ranging from 3 to 90 days. X Lehman Brothers Inc. --------