UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 28, 2011

COLGATE-PALMOLIVE COMPANY
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (212) 310-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

On July 28, 2011, Colgate-Palmolive Company issued a press release announcing its earnings for the quarter ended June 30, 2011.  This press release is attached as Exhibit 99 and is incorporated herein by reference.

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.  

Item 9.01.  Financial Statements and Exhibits.

(d)       Exhibits.  The following exhibit is filed with this document:

EXHIBIT INDEX

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 hereunto duly authorized.

4

Exhibit 99

Colgate Announces Strong 2nd Quarter Results

Worldwide Net Sales Up 9.5%, Diluted EPS Up 8%

NEW YORK--(BUSINESS WIRE)--July 28, 2011--Colgate-Palmolive Company (NYSE:CL) today reported worldwide Net sales of $4,185 million in second quarter 2011, an increase of 9.5% versus second quarter 2010. Global unit volume grew 3.0%, pricing increased 0.5% and foreign exchange was positive 6.0%. Organic sales (Net sales excluding foreign exchange, acquisitions and divestments) grew 3.5%.

Net income increased 3% to $622 million in second quarter 2011 and Diluted earnings per share increased 8% to $1.26. Net income and Diluted earnings per share in second quarter 2010 were $603 million and $1.17, respectively.

Gross profit margin was 57.4%, down 140 basis points versus the year ago quarter, as higher material costs more than offset benefits from cost savings from the Company’s funding-the-growth initiatives.

Selling, general and administrative expenses increased by 10 basis points to 34.0% of net sales in second quarter 2011 from 33.9% in second quarter 2010, as worldwide advertising spending increased 11% versus the year ago quarter to $438 million. Advertising as a percent to sales was 10.5%, up 10 basis points versus second quarter 2010.

Operating profit increased 2% to $968 million in second quarter 2011 compared to $948 million in second quarter 2010.

Net cash provided by operations year to date was $1,154 million versus $1,302 million in the comparable 2010 period. Working capital as a percentage of Net sales was 2.5%, an increase of 60 basis points versus the year ago period. The increase was primarily due to higher accounts receivable in the quarter and higher inventory coverage due to timing of new product launches.

As previously announced, as part of its strategy to focus on its higher-margin oral care, personal care and pet nutrition businesses, on June 20, 2011 Colgate completed the purchase of the Sanex personal care brand from Unilever PLC for €672 million ($960 million). Sanex is a premium-priced personal care brand with a distinct positioning around healthy skin and strong market share positions in Europe.

Also as previously announced, in connection with the Sanex acquisition, Colgate agreed to sell its laundry detergent brands in Colombia to Unilever for approximately $215 million resulting in an aftertax gain of approximately $130 million. The detergent sale recently received regulatory approval and is expected to close on or about July 29, 2011. The Company now expects that this gain will be fully offset in the second half of 2011 as a result of the implementation of various business realignment and other cost-saving initiatives, further driving improvements in effectiveness and efficiency globally.

Ian Cook, Chairman, President and Chief Executive Officer commented, “We are pleased with our solid top and bottom line growth this quarter with worldwide net sales, operating profit, net income and diluted earnings per share all increasing versus year ago, despite very sharp increases in material costs, an intense competitive environment globally and challenging macroeconomic conditions, particularly in developed markets.

“Pleasingly, organic sales worldwide grew 3.5% during the quarter, driven by unit volume increases across all operating divisions and a return to positive pricing on a global basis.

“Colgate’s global market shares in toothpaste and manual toothbrushes are both at record highs year to date. Colgate’s share of the global toothpaste market strengthened to 44.6% year to date, up 0.4 share points versus year ago. Our global leadership in manual toothbrushes also strengthened during the quarter with Colgate’s global market share in that category reaching 31.9% year to date, up 0.7 share points versus year ago.

“Advertising spending increased both absolutely and as a percent to sales versus the year ago quarter, and we continue to plan for higher levels of spending in the second half of the year versus the first, in support of a very full pipeline of new products.

“Reflecting the significantly higher cost environment, we continue to expect gross profit margin for the year to decline between 80 and 100 basis points versus 2010. We continue to be sharply focused on our aggressive funding-the-growth initiatives and anticipate that the benefits from those programs combined with our strategic worldwide pricing efforts will help us achieve our profit target of mid-single digit earnings per share growth for the year, excluding the previously disclosed charge relating to the transition to hyperinflationary accounting in Venezuela in first quarter 2010.”

At 11:00 a.m. ET today, Colgate will host a conference call to elaborate on second quarter results. To access this call as a webcast, please go to Colgate’s web site at http://www.colgate.com.

The following are comments about divisional performance. See attached Geographic Sales Analysis and Segment Information schedules for additional information on divisional sales and operating profit.

North America (18% of Company Sales)

North America Net sales declined 3.0% in the second quarter. Unit volume increased 0.5% with 4.5% lower pricing and 1.0% positive foreign exchange. Organic sales declined 4.0% during the quarter.

Operating profit in North America decreased 15% in the second quarter of 2011 to $194 million, or 26.1% of Net sales. This decrease was driven by a decrease in Gross profit as a percentage of Net sales, and an increase in Selling, general and administrative expenses as a percentage of Net sales. The decrease in Gross profit as a percentage of Net sales was due to higher raw and packaging material costs, reflecting global commodity cost increases, and increased promotional investments reflected in the net selling price decreases noted above. The increase in Selling, general and administrative expenses as a percentage of Net sales was driven by higher advertising expenses as a percentage of Net sales.

In the U.S., new product launches including Colgate Sensitive Multi Protection and Colgate Max Clean SmartFoam toothpastes and the relaunch of Colgate Total toothpaste are strengthening Colgate’s leadership in toothpaste, with its share of that market reaching 36.0% year to date, up 0.6 share points versus year ago. Colgate’s strength in manual toothbrushes also continued, driven by the success of Colgate 360° Surround, Colgate 360° ActiFlex, Colgate Total and Colgate Extra Clean manual toothbrushes.

Successful new products in the U.S. in other categories include Softsoap brand Body Butter Strawberry Smoother body wash and Palmolive Soft Touch with Vitamin E dish liquid.

Looking ahead in the U.S., an array of new product introductions are planned for the balance of the year with strong advertising supporting them and other recent new product launches. Third quarter launches include Colgate Optic White toothpaste and manual toothbrush, Palmolive Pomegranate dish liquid, Softsoap brand Eucalyptus and Aloe liquid hand soap and a new line of Softsoap brand bar soaps.

Latin America (29% of Company Sales)

Latin America Net sales rose 17.0% during the quarter with unit volume increasing 4.0%. Volume gains were led by Brazil, Mexico and Colombia. Higher pricing added 6.5% and foreign exchange was positive 6.5%. Organic sales for Latin America increased 10.5% during the quarter.

Operating profit in Latin America increased 19% in the second quarter of 2011 to $360 million, or 29.2% of Net sales. This increase was due to an increase in Gross profit as a percentage of Net sales, partially offset by an increase in Selling, general and administrative expenses as a percentage of Net sales. The increase in Gross profit as a percentage of Net sales was driven by higher pricing and cost savings from the Company’s funding-the-growth initiatives, partially offset by higher raw and packaging material costs reflecting global commodity cost increases. The increase in Selling, general and administrative expenses as a percentage of Net sales was primarily due to higher advertising investment supporting volume growth and increased logistics and overhead expenses.

Colgate’s strong leadership in oral care throughout Latin America continues, with toothpaste market share gains led by Venezuela, Central America and Chile. Strong sales of Colgate Sensitive Pro-Relief, Colgate Sensitive Pro-Relief Whitening, Colgate Total and Colgate Triple Action toothpastes contributed to growth throughout the region. Colgate strengthened its leadership of the manual toothbrush market throughout the region, driven by strong sales of Colgate 360° Surround, Colgate Twister, Colgate Triple Action and Colgate Zig Zag manual toothbrushes. In mouthwash, Colgate’s market share is at a record high with gains driven by Colgate Plax Whitening Tartar Control and Colgate Plax Complete Care mouthwashes.

Products in other categories contributing to market share gains included Palmolive Naturals Relaxing Softness Cream and Lavender and Protex Advanced Clean bar soaps, and Lady Speed Stick Stainguard and Speed Stick Sensitive Power deodorants.

Europe/South Pacific (20% of Company Sales)

Europe/South Pacific Net sales increased 11.5% during the quarter. Unit volume increased 0.5% with 2.5% lower pricing and 13.5% positive foreign exchange. Volume gains led by the United Kingdom and Denmark were partially offset by volume declines in the GABA business and France. Organic sales for Europe/South Pacific declined 2.0%.

Operating profit in Europe/South Pacific decreased 8% in the second quarter of 2011 to $170 million, or 19.8% of Net sales. This decrease was due to a decrease in Gross profit as a percentage of Net sales and an increase in Selling, general and administrative expenses as a percentage of Net sales. The decrease in Gross profit as a percentage of Net sales was due to higher raw and packaging material costs reflecting global commodity cost increases, which were partially offset by cost savings from the Company’s funding-the-growth initiatives. Selling, general and administrative expenses as a percentage of Net sales increased due to higher advertising investments and logistics and overhead expenses.

Colgate strengthened its oral care leadership in the Europe/South Pacific region with toothpaste share gains led by France, Italy, Greece, Spain, Denmark and Poland. Successful premium products driving share gains include Colgate Sensitive Pro-Relief Whitening, elmex Sensitive Professional, Colgate Max White One and Colgate Max Fresh Night toothpastes. In the manual toothbrush category, Colgate 360° Surround and Meridol Halitosis toothbrushes contributed to share gains in key countries throughout the region.

Recent premium innovations contributing to strength in other product categories include Colgate Max Sonic Power battery powered toothbrush, a new line of Palmolive shower gels and liquid hand soaps containing Mediterranean inspired fragrances and ingredients, and the relaunch of Palmolive Aromatherapy and Thermal Spa shower gels with multi-sensory textures.

Greater Asia/Africa (20% of Company Sales)

Greater Asia/Africa Net sales and unit volume increased 12.0% and 6.5%, respectively, during the quarter. Volume gains were led by the Greater China region, India and Malaysia. Pricing was level with the year ago quarter and foreign exchange was positive 5.5%. Organic sales for Greater Asia/Africa increased 6.5%.

While Operating profit in Greater Asia/Africa increased 5% in the second quarter of 2011 to $199 million driven by strong sales growth, it decreased as a percentage of Net sales to 24.4%. This decrease in Operating profit as a percentage of Net sales was due to a decrease in Gross profit as a percentage to Net sales, which was partially offset by a decrease in Selling, general and administrative expenses as a percentage of Net sales. The decrease in Gross profit as a percentage of Net sales was due to higher raw and packaging material costs reflecting global commodity cost increases, partially offset by cost savings from the Company’s funding-the-growth initiatives. Selling, general and administrative expenses as a percentage of Net sales decreased due to lower advertising expense in line with the timing of new product launches, planned for the later part of the year.

Colgate continued its toothpaste leadership in Greater Asia, driven by market share gains in Thailand, Malaysia and Turkey. Successful new products including Colgate Sensitive Pro-Relief and Colgate Sensitive Pro-Relief Whitening toothpastes and the relaunch of Colgate Total toothpaste contributed to growth throughout the region.

Successful products contributing to growth in other categories in the region include Colgate 360° Surround and Colgate Massager manual toothbrushes, Colgate Plax Sensitive and Colgate Plax Complete Care mouthwashes, Palmolive Naturals Black Orchid and Palmolive Thermal Spa shower gels, and Lady Speed Stick and Mennen Speed Stick Waterproof deodorants.

Hill’s (13% of Company Sales)

Hill’s Net sales grew 9.5% during the quarter. Unit volume increased 2.0%, pricing increased 1.5% and foreign exchange was positive 6.0%. Volume gains led by Russia, Canada, Brazil and Australia were partially offset by volume declines in France and the U.S. Hill’s organic sales increased 3.5% during the quarter.

While Hill’s Operating profit increased 5% in the second quarter of 2011 to $140 million, it decreased as a percentage of Net sales to 26.1%. This decrease in Operating profit as a percentage of Net sales was due to a decrease in Gross profit as a percentage of Net sales, partially offset by a decrease in Selling, general and administrative expenses as a percentage of Net sales. The decrease in Gross profit as a percentage of Net sales was due to higher raw and packaging material costs and increased manufacturing overheads due to increased investments in capacity, partially offset by cost savings from the Company’s funding-the-growth initiatives and higher pricing. Selling, general and administrative expenses decreased as a percentage of Net sales due to lower advertising expenses as a percentage of Net sales.

Recent new product introductions contributing to sales in the U.S. include Science Diet Ideal Balance Canine, which combines natural ingredients with the power of advanced nutrition in one balanced package, Science Diet Savory Stew Canine, Science Diet Age Defying Feline and the relaunch of Prescription Diet c/d Multicare Feline Bladder Health with improved efficacy and taste.

New pet food products contributing to international sales include Science Diet Senior Advanced (15 years plus) Canine and Feline, Science Diet Sterilized Cat and the relaunch of Prescription Diet c/d Multicare Feline Bladder Health with improved efficacy and taste.

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About Colgate-Palmolive: Colgate-Palmolive is a leading global consumer products company, tightly focused on Oral Care, Personal Care, Home Care and Pet Nutrition. Colgate sells its products in over 200 countries and territories around the world under such internationally recognized brand names as Colgate, Palmolive, Mennen, Softsoap, Irish Spring, Protex, Sorriso, Kolynos, elmex, Tom’s of Maine, Sanex, Ajax, Axion, Fabuloso, Soupline and Suavitel, as well as Hill’s Science Diet and Hill’s Prescription Diet. For more information about Colgate’s global business, visit the Company’s web site at http://www.colgate.com. To learn more about Colgate’s global oral health education program, Bright Smiles, Bright Futures™, please visit http://www.colgatebsbf.com. CL-E

Substantially all market share data included in this press release is compiled from data as measured by ACNielsen.

Cautionary Statement on Forward-Looking Statements

This press release and the related webcast (other than historical information) may contain forward-looking statements. Such statements may relate, for example, to sales or unit volume growth, organic sales growth, profit or profit margin growth, earnings growth, financial goals, the impact of currency devaluations or exchange controls in Venezuela, cost-reduction plans, tax rates, new product introductions or commercial investment levels. These statements are made on the basis of our views and assumptions as of this time and we undertake no obligation to update these statements. We caution investors that any such forward-looking statements are not guarantees of future performance and that actual events or results may differ materially from those statements. Investors should consult the Company’s filings with the Securities and Exchange Commission (including the information set forth under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010) for information about certain factors that could cause such differences. Copies of these filings may be obtained upon request from the Company’s Investor Relations Department or on the Company’s web site at http://www.colgate.com.

Non-GAAP Financial Measures

The following provides information regarding the non-GAAP financial measures used in this earnings release and/or the related webcast:

To supplement Colgate’s condensed income statements presented in accordance with accounting principles generally accepted in the United States of America (GAAP), the Company has disclosed non-GAAP measures of operating results that exclude certain items. Operating profit, operating profit margin, effective tax rate, net income and earnings per share are discussed both as reported (on a GAAP basis) and excluding the impact of the one-time charge related to the transition to hyperinflationary accounting in Venezuela as of January 1, 2010. Management believes these non-GAAP financial measures provide useful supplemental information to investors regarding the underlying business trends and performance of the Company’s ongoing operations and are useful for period-over-period comparisons of such operations. See “Non-GAAP Reconciliation” for the six months ended June 30, 2011 and 2010 included with this release for a reconciliation of these financial measures to the related GAAP measures.

This release discusses organic sales growth, which is Net sales growth excluding the impact of foreign exchange, acquisitions and divestments. Management believes this measure provides investors with useful supplemental information regarding the Company’s underlying sales trends by presenting sales growth excluding the external factor of foreign exchange as well as the impact from acquisitions and divestments. See “Geographic Sales Analysis, Percentage Changes – Second Quarter 2011 vs. 2010” for a comparison of organic sales growth to sales growth in accordance with GAAP.

The Company uses these financial measures internally in its budgeting process and as factors in determining compensation. While the Company believes that these financial measures are useful in evaluating the Company’s business, this information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similar measures presented by other companies.

The Company defines free cash flow before dividends as net cash provided by operations less capital expenditures. As management uses this measure to evaluate the Company’s ability to satisfy current and future obligations, repurchase stock, pay dividends and fund future business opportunities, the Company believes that it provides useful information to investors. Free cash flow before dividends is not a measure of cash available for discretionary expenditures since the Company has certain non-discretionary obligations such as debt service that are not deducted from the measure. Free cash flow before dividends is not a GAAP measurement and may not be comparable to similarly titled measures reported by other companies. See “Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2011 and 2010” for a comparison of free cash flow before dividends to net cash provided by operations as reported in accordance with GAAP.

(See attached tables for second quarter results.)

CONTACT:
Colgate-Palmolive Company
Bina Thompson, 212-310-3072
or
Hope Spiller, 212-310-2291