Filed Pursuant to Rule 424(b)(3)
                                              relating to Reg. Stmt. 33-48840
                                                      and Reg. Stmt. 33-78424

Pricing Supplement No. 1  dated May 18, 1994            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  $10,000,000         Trade Date:  May 16, 1994
                  -----------
Issue Price:  100%                    Original Issue Date:  May 23, 1994
                                                            ------------
Interest Rate:  7.54%                 Net Proceeds to Issuer:  $ $9,940,000
                ----                                             ----------
Stated Maturity Date:  May 23, 2002   Agent's Discount or Commission:  $ $60,000
                       ------------                                      -------


Interest Payment Dates:  June 1, December 1

Day Count Convention:
          [ X  ] 30/360 for the period from May 23, 1994 to May 23, 2002
          [    ] Actual / 360 for the period from     to
                                                  ---    -
          [    ] Actual / Actual for the period from       to
                                                     -----    -

Redemption:
          [ X  ] The Notes cannot be redeemed prior to the Stated Maturity
                  Date, except as set forth in the Prospectus.
          [    ] The Notes may be redeemed prior to the Stated Maturity Date.
                  Initial Redemption Date:
                                            ----
                  Initial Redemption Percentage:     %
                                                  ---
                  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: [    ]    [ X  ]  No
          Total amount of OID:
          Yield to Maturity:
          Initial Accrual Period:

Form:  [ X     ] Book-entry    [    ] Certified

Agent acting in the capacity indicated below:
          [ X  ] Agent      Principal [    ]

If as Principal:  N/A
          [    ] 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)




    X     Citicorp Securities, Inc.
- ----------

               Goldman, Sachs & Co.
          -----

                    Lazard Freres & Co.
               -----

                         Merrill Lynch & Co.
                    -----

                              J.P. Morgan Securities Inc.
                         -----



Pricing Supplement No. 2  dated May 18, 1994            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  $10,000,000         Trade Date:  May 16, 1994
                  -----------
Issue Price:  100%                    Original Issue Date:  May 23, 1994
                                                            ------------
Interest Rate:  6.67%                 Net Proceeds to Issuer:  $ $9,965,000
                ----                                             ----------
Stated Maturity Date:  May 23, 1997   Agent's Discount or Commission:  $ $35,000
                       ------------                                      -------


Interest Payment Dates:  June 1, December 1

Day Count Convention:
          [ X  ] 30/360 for the period from May 23, 1994 to May 23, 1997
          [    ] Actual / 360 for the period from     to
                                                  ---    -
          [    ] Actual / Actual for the period from       to
                                                     -----    -

Redemption:
          [ X  ] The Notes cannot be redeemed prior to the Stated Maturity
                  Date, except as set forth in the Prospectus.
          [    ] The Notes may be redeemed prior to the Stated Maturity Date.
                  Initial Redemption Date:
                                            ----
                  Initial Redemption Percentage:     %
                                                  ---
                  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: [    ]    [ X  ]  No
          Total amount of OID:
          Yield to Maturity:
          Initial Accrual Period:

Form:  [ X     ] Book-entry    [    ] Certified

Agent acting in the capacity indicated below:
          [ X  ] Agent      Principal [    ]

If as Principal:  N/A
          [    ] 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)




    X     Citicorp Securities, Inc.
- ----------

               Goldman, Sachs & Co.
          -----

                    Lazard Freres & Co.
               -----

                         Merrill Lynch & Co.
                    -----

                              J.P. Morgan Securities Inc.
                         -----



Pricing Supplement No. 3  dated May 18, 1994            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  $10,000,000         Trade Date:  May 16, 1994
                  -----------
Issue Price:  100%                    Original Issue Date:  May 23, 1994
                                                            ------------
Interest Rate:  7.21%                 Net Proceeds to Issuer:  $ $9,950,000
                ----                                             ----------
Stated Maturity Date:  May 24, 1999   Agent's Discount or Commission:  $ $50,000
                       ------------


Interest Payment Dates:  June 1, December 1

Day Count Convention:
          [ X  ] 30/360 for the period from May 23, 1994 to May 24, 1999
          [    ] Actual / 360 for the period from     to
                                                  ---    -
          [    ] Actual / Actual for the period from       to
                                                     -----    -

Redemption:
          [ X  ] The Notes cannot be redeemed prior to the Stated Maturity
                  Date, except as set forth in the Prospectus.
          [    ] The Notes may be redeemed prior to the Stated Maturity Date.
                  Initial Redemption Date:
                                            ----
                  Initial Redemption Percentage:     %
                                                  ---
                  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: [    ]    [ X  ]  No
          Total amount of OID:
          Yield to Maturity:
          Initial Accrual Period:

Form:  [ X     ] Book-entry    [    ] Certified

Agent acting in the capacity indicated below:
          [ X  ] Agent      Principal [    ]

If as Principal:  N/A
          [    ] 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)




    X     Citicorp Securities, Inc.
- ----------

               Goldman, Sachs & Co.
          -----

                    Lazard Freres & Co.
               -----

                         Merrill Lynch & Co.
                    -----

                              J.P. Morgan Securities Inc.
                         -----



Pricing Supplement No. 4 dated May 18, 1994             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 - Floating Rate
                                    Series B


Principal Amount $50,000,000              Interest Rate: to be determined
                                                         May 23, 1994
Agent's Discount or Commission: $175,000  Stated Maturity Date:  May 23, 1997
Net Proceeds to Issuer:  $ 49,825,000     Original Issue Date:  May 23, 1994
Issue Price:  100%                        Trade Date:  May 16, 1994


Calculation Agent:       Bank of New York 

Interest Calculation: [ X  ] Regular Floating Rate Note   [ ] Floating Rate/
                                                              Fixed Rate Note
                                                       (Fixed Rate Commencement
                                                       Date):
                                                       (Fixed Interest Rate):
                  [    ] Inverse Floating Rate Note
                           (Fixed Interest Rate):
                  [    ] Other Rate Note (see attached)

Interest Rate Basis:  [  ] CD Rate                 [ ] Commercial Paper Rate
                      [  ] Eleventh District Cost of Funds  [  ] Federal Funds
                           Rate                                  Rate
                      [  ] LIBOR               Index Currency
                           [  ] LIBOR Reuters        [   ] Treasury Rate
                           [  ] LIBOR Telerate       [ X ] T-Bill Rate 

Initial Interest Rate Reset Date:  May 31, 1994   Spread (+/-):  +25 bps
Interest Reset Dates:    Tuesday of each week,    Spread Multiplier:  N/A
                         except as provided
                         in the prospectus
Interest Payment Dates:  23rd day of February, May, August, and November,
                         commencing August 23, 1994
Maximum Interest Rate:   N/A                 Minimum Interest Rate:  N/A
Index Maturity:       91-day T-Bill

Day Count Convention:
          [    ] 30/360 for the period from      to
                                            ----    -
          [    ] Actual / 360 for the period from     to
                                                  ---    -
          [ X  ] Actual / Actual for the period from May 23, 1994 to May 23,
                 1997



Redemption:
          [ X  ] The Notes cannot be redeemed prior to the Stated Maturity
                  Date.
          [    ] The Notes may be redeemed prior to the Stated Maturity Date.
                  Initial Redemption Date:
                                            ----
                  Initial Redemption Percentage:     %
                                                  ---
                  Annual Redemption Percentage Reduction:      % until
                                                           ----
                       Redemption Percentage is 100% of the Principal amount.

Repayment:
          [ X  ] The Notes cannot be repaid prior to the Stated Maturity Date.
          [    ] 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: [    ]    [ 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      Principal [ X  ]

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)



          Citicorp Securities, Inc.
- ----------

               Goldman, Sachs & Co.
          -----

                    Lazard Freres & Co.
               -----

                      X  Merrill Lynch & Co.
                    -----

                              J.P. Morgan Securities Inc.
                         -----




Pricing Supplement No. 5  dated May 18, 1994            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  $15,000,000         Trade Date:  May 16, 1994
                  -----------
Issue Price:  100%                    Original Issue Date:  May 23, 1994
                                                                ------------
Interest Rate:  6.98%                 Net Proceeds to Issuer:  $ $14,932,500
                ----                                             -----------
Stated Maturity Date:  May 26, 1998   Agent's Discount or Commission:  $ $67,500
                       ------------                                      -------


Interest Payment Dates:  June 1, December 1

Day Count Convention:
          [ X  ] 30/360 for the period from May 23, 1994 to May 26, 1998
          [    ] Actual / 360 for the period from     to
                                                  ---    -
          [    ] Actual / Actual for the period from       to
                                                     -----    -

Redemption:
          [ X  ] The Notes cannot be redeemed prior to the Stated Maturity
                  Date, except as set forth in the Prospectus.
          [    ] The Notes may be redeemed prior to the Stated Maturity Date.
                  Initial Redemption Date:
                                            ----
                  Initial Redemption Percentage:     %
                                                  ---
                  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: [    ]    [ 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      Principal [ X  ]

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)




          Citicorp Securities, Inc.
- ----------

               Goldman, Sachs & Co.
          -----

                    Lazard Freres & Co.
               -----

                      X  Merrill Lynch & Co.
                    -----

                              J.P. Morgan Securities Inc.
                         -----



Pricing Supplement No. 6  dated May 18, 1994            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  $15,000,000         Trade Date:  May 16, 1994
                  -----------
Issue Price:  100%                    Original Issue Date:  May 23, 1994
                                                            ------------
Interest Rate:  7.18%                 Net Proceeds to Issuer:  $ $14,925,000
                ----                                             -----------
Stated Maturity Date:  May 24, 1999   Agent's Discount or Commission:  $ $75,000
                       ------------                                      -------


Interest Payment Dates:  June 1, December 1

Day Count Convention:
          [ X  ] 30/360 for the period from May 23, 1994 to May 24, 1999
          [    ] Actual / 360 for the period from     to
                                                  ---    -
          [    ] Actual / Actual for the period from       to
                                                     -----    -

Redemption:
          [ X  ] The Notes cannot be redeemed prior to the Stated Maturity
                  Date, except as set forth in the Prospectus.
          [    ] The Notes may be redeemed prior to the Stated Maturity Date.
                  Initial Redemption Date:
                                            ----
                  Initial Redemption Percentage:     %
                                                  ---
                  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: [    ]    [ 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      Principal [ X  ]

If as Principal:  N/A
          [ 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)




          Citicorp Securities, Inc.
- ----------

               Goldman, Sachs & Co.
          -----

                    Lazard Freres & Co.
               -----

                      X  Merrill Lynch & Co.
                    -----

                              J.P. Morgan Securities Inc.
                         -----



Pricing Supplement No. 7  dated May 18, 1994            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  $5,000,000          Trade Date:  May 16, 1994
                  ----------
Issue Price:  100%                    Original Issue Date:  May 23, 1994
                                                            ------------
Interest Rate:  7.63%                 Net Proceeds to Issuer:  $ $4,968,750
                ----                                             ----------
Stated Maturity Date:  May 24, 2004   Agent's Discount or Commission:  $ $31,250
                       ------------                                      -------


Interest Payment Dates:  June 1, December 1

Day Count Convention:
          [ X  ] 30/360 for the period from May 23, 1994 to May 24, 2004
          [    ] Actual / 360 for the period from     to
                                                  ---    -
          [    ] Actual / Actual for the period from       to
                                                     -----    -

Redemption:
          [ X  ] The Notes cannot be redeemed prior to the Stated Maturity
                  Date, except as set forth in the Prospectus.
          [    ] The Notes may be redeemed prior to the Stated Maturity Date.
                  Initial Redemption Date:
                                            ----
                  Initial Redemption Percentage:     %
                                                  ---
                  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: [    ]    [ 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      Principal [ X  ]

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)




          Citicorp Securities, Inc.
- ----------

               Goldman, Sachs & Co.
          -----

                    Lazard Freres & Co.
               -----

                      X  Merrill Lynch & Co.
                    -----

                              J.P. Morgan Securities Inc.
                         -----



Pricing Supplement No. 8  dated May 18, 1994            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  $1,000,000           Trade Date:  May 16, 1994
                  ----------
Issue Price:  100%                     Original Issue Date:  May 23, 1994
                                                             ------------
Interest Rate:  7.56%                  Net Proceeds to Issuer:  $ $994,000
                ----                                              --------
Stated Maturity Date:  May 23, 2002    Agent's Discount or Commission:  $ $6,000
                       ------------                                       ------


Interest Payment Dates:  June 1, December 1

Day Count Convention:
          [ X  ] 30/360 for the period from May 23, 1994 to May 23, 2002
          [    ] Actual / 360 for the period from     to
                                                  ---    -
          [    ] Actual / Actual for the period from       to
                                                     -----    -

Redemption:
          [ X  ] The Notes cannot be redeemed prior to the Stated Maturity
                  Date, except as set forth in the Prospectus.
          [    ] The Notes may be redeemed prior to the Stated Maturity Date.
                  Initial Redemption Date:
                                            ----
                  Initial Redemption Percentage:     %
                                                  ---
                  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: [    ]    [ X  ]  No
          Total amount of OID:
          Yield to Maturity:
          Initial Accrual Period:

Form:  [ X     ] Book-entry    [    ] Certified

Agent acting in the capacity indicated below:
          [ X  ] Agent      Principal [    ]

If as Principal:  N/A
          [    ] 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)




          Citicorp Securities, Inc.
- ----------

               Goldman, Sachs & Co.
          -----

                    Lazard Freres & Co.
               -----

                      X  Merrill Lynch & Co.
                    -----

                              J.P. Morgan Securities Inc.
                         -----



Pricing Supplement No. 9  dated May 18, 1994            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  $20,000,000          Trade Date:  May 17, 1994
                  -----------
Issue Price:  100%                     Original Issue Date:  May 24, 1994
                                                             ------------
Interest Rate:  7.64%                  Net Proceeds to Issuer:  $ $19,875,000
                ----                                              -----------
Stated Maturity Date:  May 24, 2004    Agent's Discount or Commission: $125,000
                       ------------                                    --------


Interest Payment Dates:  June 1, December 1

Day Count Convention:
          [ X  ] 30/360 for the period from May 24, 1994to May 24, 2004
          [    ] Actual / 360 for the period from     to
                                                  ---    -
          [    ] Actual / Actual for the period from       to
                                                     -----    -

Redemption:
          [ X  ] The Notes cannot be redeemed prior to the Stated Maturity
                  Date, except as set forth in the Prospectus.
          [    ] The Notes may be redeemed prior to the Stated Maturity Date.
                  Initial Redemption Date:
                                            ----
                  Initial Redemption Percentage:     %
                                                  ---
                  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: [    ]    [ X  ]  No
          Total amount of OID:
          Yield to Maturity:
          Initial Accrual Period:

Form:  [ X     ] Book-entry    [    ] Certified

Agent acting in the capacity indicated below:
          [ X  ] Agent      Principal [    ]

If as Principal:  N/A
          [    ] 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)




          Citicorp Securities, Inc.
- ----------

               Goldman, Sachs & Co.
          -----

                    Lazard Freres & Co.
               -----

                      X  Merrill Lynch & Co.
                    -----

                              J.P. Morgan Securities Inc.
                         -----



Pricing Supplement No. 10 dated May 18, 1994            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  $20,000,000          Trade Date:  May 16, 1994
                  -----------
Issue Price:  100%                     Original Issue Date:  May 23, 1994
                                                             ------------
Interest Rate:  7.18%                  Net Proceeds to Issuer:  $ $19,900,000
                ----                                              -----------
Stated Maturity Date:  May 25, 1999    Agent's Discount or Commission: $$100,000
                       ------------                                     --------


Interest Payment Dates:  June 1, December 1

Day Count Convention:
          [ X  ] 30/360 for the period from May 23, 1994 to May 25, 1999
          [    ] Actual / 360 for the period from     to
                                                  ---    -
          [    ] Actual / Actual for the period from       to
                                                     -----    -

Redemption:
          [ X  ] The Notes cannot be redeemed prior to the Stated Maturity
                  Date, except as set forth in the Prospectus.
          [    ] The Notes may be redeemed prior to the Stated Maturity Date.
                  Initial Redemption Date:
                                            ----
                  Initial Redemption Percentage:     %
                                                  ---
                  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: [    ]    [ 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      Principal [ X  ]

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)




          Citicorp Securities, Inc.
- ----------

               Goldman, Sachs & Co.
          -----

                    Lazard Freres & Co.
               -----

                         Merrill Lynch & Co.
                    -----

                           X  J.P. Morgan Securities Inc.
                         -----



Pricing Supplement No. 11 dated May 18, 1994            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  $10,000,000         Trade Date:  May 16, 1994
                  -----------
Issue Price:  100%                    Original Issue Date:  May 23, 1994
                                                            ------------
Interest Rate:  7.44%                 Net Proceeds to Issuer:  $ $9,940,000
                ----                                             ----------
Stated Maturity Date:  May 25, 2001   Agent's Discount or Commission:  $ $60,000
                       ------------                                      -------


Interest Payment Dates:  June 1, December 1

Day Count Convention:
          [ X  ] 30/360 for the period from May 23, 1994 to May 25, 2001
          [    ] Actual / 360 for the period from     to
                                                  ---    -
          [    ] Actual / Actual for the period from       to
                                                     -----    -

Redemption:
          [ X  ] The Notes cannot be redeemed prior to the Stated Maturity
                  Date, except as set forth in the Prospectus.
          [    ] The Notes may be redeemed prior to the Stated Maturity Date.
                  Initial Redemption Date:
                                            ----
                  Initial Redemption Percentage:     %
                                                  ---
                  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: [    ]    [ 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      Principal [ X  ]

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)




          Citicorp Securities, Inc.
- ----------

               Goldman, Sachs & Co.
          -----

                    Lazard Freres & Co.
               -----

                         Merrill Lynch & Co.
                    -----

                           X  J.P. Morgan Securities Inc.
                         -----



Pricing Supplement No. 12 dated May 18, 1994            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  $2,000,000          Trade Date:  May 16, 1994
                  ----------
Issue Price:  100%                    Original Issue Date:  May 23, 1994
                                                            ------------
Interest Rate:  7.58%                 Net Proceeds to Issuer:  $ $1,988,000
                ----                                             ----------
Stated Maturity Date:  May 23, 2002   Agent's Discount or Commission:  $ $12,000
                       ------------                                      -------


Interest Payment Dates:  June 1, December 1

Day Count Convention:
          [ X  ] 30/360 for the period from May 23, 1994 to May 23, 2002
          [    ] Actual / 360 for the period from     to
                                                  ---    -
          [    ] Actual / Actual for the period from       to
                                                     -----    -

Redemption:
          [ X  ] The Notes cannot be redeemed prior to the Stated Maturity
                  Date, except as set forth in the Prospectus.
          [    ] The Notes may be redeemed prior to the Stated Maturity Date.
                  Initial Redemption Date:
                                            ----
                  Initial Redemption Percentage:     %
                                                  ---
                  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: [    ]    [ X  ]  No
          Total amount of OID:
          Yield to Maturity:
          Initial Accrual Period:

Form:  [ X     ] Book-entry    [    ] Certified

Agent acting in the capacity indicated below:
          [ X  ] Agent      Principal [    ]

If as Principal:  N/A
          [    ] 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)




          Citicorp Securities, Inc.
- ----------

               Goldman, Sachs & Co.
          -----

                 X  Lazard Freres & Co.
               -----

                         Merrill Lynch & Co.
                    -----

                              J.P. Morgan Securities Inc.
                         -----



Pricing Supplement No. 13 dated May 18, 1994            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  $10,000,000         Trade Date:  May 16, 1994
                  -----------
Issue Price:  100%                    Original Issue Date:  May 23, 1994
                                                            ------------
Interest Rate:  7.18%                 Net Proceeds to Issuer:  $ $9,950,000
                ----                                             ----------
Stated Maturity Date:  May 24, 1999   Agent's Discount or Commission:  $ $50,000
                       ------------                                      -------


Interest Payment Dates:  June 1, December 1

Day Count Convention:
          [ X  ] 30/360 for the period from May 23, 1994 to May 24, 1999
          [    ] Actual / 360 for the period from     to
                                                  ---    -
          [    ] Actual / Actual for the period from       to
                                                     -----    -

Redemption:
          [ X  ] The Notes cannot be redeemed prior to the Stated Maturity
                  Date, except as set forth in the Prospectus.
          [    ] The Notes may be redeemed prior to the Stated Maturity Date.
                  Initial Redemption Date:
                                            ----
                  Initial Redemption Percentage:     %
                                                  ---
                  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: [    ]    [ 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      Principal [ X  ]

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)




          Citicorp Securities, Inc.
- ----------

                 X  Goldman, Sachs & Co.
               -----

                    Lazard Freres & Co.
               -----

                         Merrill Lynch & Co.
                    -----

                              J.P. Morgan Securities Inc.
                         -----



Pricing Supplement No. 14 dated May 18, 1994            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  $6,000,000            Trade Date: May 16, 1994
                  ----------
Issue Price:  100%                      Original Issue Date:  May 23, 1994
                                                              ------------
Interest Rate:  6.88%                   Net Proceeds to Issuer:  $ $5,979,000
                ----                                               ----------
Stated Maturity Date: December 23, 1997 Agent's Discount or Commission:$ $21,000
                      -----------------                                  -------


Interest Payment Dates:  June 1, December 1

Day Count Convention:
          [ X  ] 30/360 for the period from May 23, 1994 to December 23, 1997
          [    ] Actual / 360 for the period from     to
                                                  ---    -
          [    ] Actual / Actual for the period from       to
                                                     -----    -

Redemption:
          [ X  ] The Notes cannot be redeemed prior to the Stated Maturity
                  Date, except as set forth in the Prospectus.
          [    ] The Notes may be redeemed prior to the Stated Maturity Date.
                  Initial Redemption Date:
                                            ----
                  Initial Redemption Percentage:     %
                                                  ---
                  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: [    ]    [ X  ]  No
          Total amount of OID:
          Yield to Maturity:
          Initial Accrual Period:

Form:  [ X     ] Book-entry    [    ] Certified

Agent acting in the capacity indicated below:
          [ X  ] Agent      Principal [    ]

If as Principal:  N/A
          [    ] 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)




          Citicorp Securities, Inc.
- ----------

                 X  Goldman, Sachs & Co.
               -----

                    Lazard Freres & Co.
               -----

                         Merrill Lynch & Co.
                    -----

                              J.P. Morgan Securities Inc.
                         -----



Pricing Supplement No. 15 dated May 18, 1994            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  $2,000,000          Trade Date:  May 16, 1994
                  ----------
Issue Price:  100%                    Original Issue Date:  May 23, 1994
                                                            ------------
Interest Rate:  7.19%                 Net Proceeds to Issuer:  $ $1,990,000
                ----                                             ----------
Stated Maturity Date:  May 24, 1999   Agent's Discount or Commission:  $ $10,000
                       ------------                                      -------


Interest Payment Dates:  June 1, December 1

Day Count Convention:
          [ X  ] 30/360 for the period from May 23, 1994 to May 24, 1999
          [    ] Actual / 360 for the period from     to
                                                  ---    -
          [    ] Actual / Actual for the period from       to
                                                     -----    -

Redemption:
          [ X  ] The Notes cannot be redeemed prior to the Stated Maturity
                  Date, except as set forth in the Prospectus.
          [    ] The Notes may be redeemed prior to the Stated Maturity Date.
                  Initial Redemption Date:
                                            ----
                  Initial Redemption Percentage:     %
                                                  ---
                  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: [    ]    [ X  ]  No
          Total amount of OID:
          Yield to Maturity:
          Initial Accrual Period:

Form:  [ X     ] Book-entry    [    ] Certified

Agent acting in the capacity indicated below:
          [ X  ] Agent      Principal [    ]

If as Principal:  N/A
          [    ] 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)




          Citicorp Securities, Inc.
- ----------

                 X  Goldman, Sachs & Co.
               -----

                    Lazard Freres & Co.
               -----

                         Merrill Lynch & Co.
                    -----

                              J.P. Morgan Securities Inc.
                         -----



Pricing Supplement No. 16 dated May 18, 1994            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  $12,000,000         Trade Date:  May 17, 1994
                  -----------
Issue Price:  99.943%                 Original Issue Date:  May 24, 1994
                                                            ------------
Interest Rate:  7.60%                 Net Proceeds to Issuer:  $ $11,918,184
                ----                                             -----------
Stated Maturity Date:  May 24, 2004   Agent's Discount or Commission:  $ $75,000
                       ------------                                      -------


Interest Payment Dates:  June 1, December 1

Day Count Convention:
          [ X  ] 30/360 for the period from May 24, 1994 to May 24, 2004
          [    ] Actual / 360 for the period from     to
                                                  ---    -
          [    ] Actual / Actual for the period from       to
                                                     -----    -

Redemption:
          [ X  ] The Notes cannot be redeemed prior to the Stated Maturity
                  Date, except as set forth in the Prospectus.
          [    ] The Notes may be redeemed prior to the Stated Maturity Date.
                  Initial Redemption Date:
                                            ----
                  Initial Redemption Percentage:     %
                                                  ---
                  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: [ X  ] Yes     [    ] No
          Total amount of OID:  $6,816
          Yield to Maturity:  7.608%
          Initial Accrual Period:

Form:  [ X     ] Book-entry    [    ] Certified

Agent acting in the capacity indicated below:
          [ X  ] Agent      Principal [    ]

If as Principal:  N/A
          [    ] 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)




          Citicorp Securities, Inc.
- ----------

                 X  Goldman, Sachs & Co.
               -----

                    Lazard Freres & Co.
               -----

                         Merrill Lynch & Co.
                    -----

                              J.P. Morgan Securities Inc.
                         -----



Pricing Supplement No. 17 dated May 18, 1994            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  $10,000,000          Trade Date:  May 17, 1994
                  -----------
Issue Price:  99.943%                  Original Issue Date:  May 24, 1994
                                                             ------------
Interest Rate:  7.60%                  Net Proceeds to Issuer:  $ $9,931,800
                ----                                              ----------
Stated Maturity Date:  May 24, 2004    Agent's Discount or Commission: $ $62,500
                       ------------                                      -------


Interest Payment Dates:  June 1, December 1

Day Count Convention:
          [ X  ] 30/360 for the period from May 24, 1994to May 24, 2004
          [    ] Actual / 360 for the period from     to
                                                  ---    -
          [    ] Actual / Actual for the period from       to
                                                     -----    -

Redemption:
          [ X  ] The Notes cannot be redeemed prior to the Stated Maturity
                  Date, except as set forth in the Prospectus.
          [    ] The Notes may be redeemed prior to the Stated Maturity Date.
                  Initial Redemption Date:
                                            ----
                  Initial Redemption Percentage:     %
                                                  ---
                  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: [ X  ] Yes     [    ] No
          Total amount of OID:  $5,700
          Yield to Maturity:  7.608%
          Initial Accrual Period:

Form:  [ X     ] Book-entry    [    ] Certified

Agent acting in the capacity indicated below:
          [    ] Agent      Principal [ X  ]

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)





              X     First Chicago Capital Markets, Inc.
          ----------