Exhibit 4.2 


[FACE OF NOTE]


IF THE REGISTERED OWNER OF THIS NOTE (AS INDICATED BELOW) IS THE
DEPOSITORY TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY, THIS
NOTE IS A GLOBAL NOTE AND THE FOLLOWING LEGENDS APPLY:


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


IF APPLICABLE, THE “TOTAL AMOUNT OF OID,” “YIELD TO MATURITY” AND
“INITIAL ACCRUAL PERIOD” (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT RULES.


	
  

 	
  

 	
  

 
	
 REGISTERED 

 	
 CUSIP No.:

 	
 PRINCIPAL
 AMOUNT:

 
	
 No. FXR-___

 	
  

 	
 $

 
	
  

 	
  

 	
  

 
	
 COLGATE-PALMOLIVE COMPANY

 
	
 MEDIUM-TERM NOTE, SERIES G

 
	
  (Fixed Rate)

 
	
  

 	
  

 	
  

 
	
 ORIGINAL
 ISSUE DATE:

 	
 INTEREST
 RATE:    %

 	
 STATED MATURITY
 

 DATE:

 
	
  

 	
  

 	
  

 
	
 INTEREST
 PAYMENT DATE(S)

 	
 [  ] CHECK IF
 DISCOUNT NOTE

 	
  

 
	
 [  ]
 June 1 and December 1

 	
                    Issue Price:    %

 	
  

 
	
 [  ] Other:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 INITIAL
 REDEMPTION

 	
 INITIAL
 REDEMPTION

 	
 *  ANNUAL
 REDEMPTION

 
	
 DATE:

 	
 PERCENTAGE:    %

 	
    PERCENTAGE

 
	
  

 	
  

 	
    REDUCTION:    %

 
	
  

 	
  

 	
  

 
	
 HOLDER’S
 OPTIONAL REPAYMENT

 	
  

 	
  

 
	
 DATE(S):

 	
  

 	
  

 













	
  

 	
  

 
	

 


 
	
 *

 	
 If an Initial Redemption Date is specified above, (i) the Redemption
 Price will initially be the Initial Redemption Percentage specified above and
 shall decline at each anniversary of the Initial Redemption Date shown above
 by the Annual Redemption Percentage Reduction specified above until the
 Redemption Price is 100% of such principal amount, and (ii) this Note may be
 redeemed either in whole or from time to time in part except if the following
 box is marked, this Note may be redeemed in whole only
 [     ]. If no Initial Redemption Date is specified
 above, this Note may not be redeemed prior to Maturity.

 


2









	
  

 	
  

 
	
 AUTHORIZED
 DENOMINATION:

 	
 SPECIFIED
 CURRENCY:

 
	
 [  ] $1,000
 and integral 

 	
  

 
	
       multiples
 thereof

 	
  

 
	
 [  ] Other:

 	
  

 
	
  

 	
  

 
	
 ADDENDUM
 ATTACHED

 	
 OTHER /
 ADDITIONAL PROVISIONS:

 
	
 [  ] Yes

 	
  

 
	
 [  ] No

 	
  

 


3





          COLGATE-PALMOLIVE COMPANY, a Delaware corporation (the “Company”, which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay
to               
               
               
               
               
     , or registered assigns, the Principal Amount
of               
                
                
             ,
on the Stated Maturity Date specified above (or any Redemption Date or
Repayment Date, each as defined on the reverse hereof, or any earlier date of
acceleration of maturity) (each such date being hereinafter referred to as the
“Maturity Date” with respect to the principal repayable on such date) and to
pay interest thereon (and on any overdue principal, premium and/or interest to
the extent legally enforceable) at the Interest Rate per annum specified above,
until the principal hereof is paid or duly made available for payment. 


          The Company
will pay interest in arrears on each Interest Payment Date specified above
(each, an “Interest Payment Date”), commencing with the first Interest Payment
Date next succeeding the Original Issue Date specified above, and on the
Maturity Date; provided, however, that if the Original Issue Date
occurs between a Record Date (as defined below) and the next succeeding
Interest Payment Date, interest payments will commence on the second Interest
Payment Date next succeeding the Original Issue Date to the registered holder
of this Note (the “Holder”) on the Record Date with respect to such second
Interest Payment Date. Interest on this Note will be computed on the basis of a
360-day year of twelve 30-day months.


          Interest on
this Note will accrue from, and including, the most recent Interest Payment
Date to which interest has been paid or duly provided for or, from and
including, the Original Issue Date if no interest has been paid or duly
provided for, to, but excluding, the next Interest Payment Date or the Maturity
Date, as the case may be (each, an “Interest Period”). The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on
the fifteenth calendar day (whether or not a Business Day, as defined below)
immediately preceding such Interest Payment Date (the “Record Date”); provided,
however, that interest payable on the Maturity Date will be payable to
the Person to whom the principal hereof and premium, if any, hereon shall be
payable. Any such interest not so punctually paid or duly provided for on any
Interest Payment Date (“Defaulted Interest”) shall forthwith cease to be payable
to the Holder at the close of business on any Record Date and, may either be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a special record date
(the “Special Record Date”) for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to the Holder of this Note
by the Trustee not less than 10 calendar days prior to such Special Record Date
or may be paid at any time in any other lawful manner, all as more fully
provided for in the Indenture.


          Payment of
principal, premium, if any, and interest in respect of this Note due on the
Maturity Date will be made in immediately available funds upon presentation and
surrender of this Note (and, with respect to any applicable repayment of this
Note, upon delivery of a duly completed election form as contemplated on the
reverse hereof) at the office of the Trustee maintained for that purpose in the
Borough of Manhattan, The City of New York, New York in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. Payment of interest due on any Interest
Payment Date other than the Maturity Date will be made at the aforementioned
office of the Trustee or, at the 


4





option of the Company, by check mailed to the address of the person
entitled thereto as such address shall appear in the Security Register
maintained by the Trustee; provided, however, that a Holder of U.S.$10,000,000
or more in aggregate principal amount of Notes (whether having identical or
different terms and provisions) shall, at the option of the Company, be
entitled to receive interest payments on such Interest Payment Date by wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 15
calendar days prior to such Interest Payment Date. Any such wire transfer
instructions received by the Trustee shall remain in effect until revoked by
such Holder.


          If any
Interest Payment Date or the Maturity Date falls on a day that is not a
Business Day, the required payment of principal, premium, if any, and/or
interest shall be made on the next succeeding Business Day with the same force
and effect as if made on such Interest Payment Date or Maturity Date, as the
case may be, and no interest shall accrue with respect to such payment for the
period from and after such Interest Payment Date or the Maturity Date, as the case
may be, to the date of such payment on the next succeeding Business Day.


          As used
herein, “Business Day” means, unless otherwise specified on the face hereof,
any day, other than a Saturday or Sunday, that is neither a legal holiday nor a
day on which commercial banks are authorized or required by law, regulation or
executive order to close in The City of New York; provided, however,
that, with respect to non-United States dollar-denominated notes, the day is
also not a day on which commercial banks are authorized or required by law,
regulation or executive order to close in the Principal Financial Center (as
defined below) of the country issuing the specified currency or, if the
specified currency is euro, the day is also a Target Settlement Day (as defined
below).


          “Principal
Financial Center” means, unless otherwise specified on the face hereof, the
capital city of the country issuing the specified currency except, in each
case, that with respect to United States dollars, Australian dollars, Canadian
dollars, New Zealand dollars, South African rand and Swiss francs, the
“Principal Financial Center” will be The City of New York, Sydney, Toronto,
Wellington, Johannesburg and Zurich, respectively.


          “Target
Settlement Day” means a day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System or any successor is open.


          Reference
is hereby made to the further provisions of this Note set forth on the reverse
hereof and, if so specified on the face hereof, in an Addendum hereto, which
further provisions shall have the same force and effect as if set forth on the
face hereof.


          Notwithstanding
the foregoing, if an Addendum is attached hereto or “Other/Additional
Provisions” apply to this Note as specified above, this Note shall be subject
to the terms set forth in such Addendum or such “Other/Additional Provisions”.


          Unless the
Certificate of Authentication hereon has been executed by the Trustee by manual
signature of one of its authorized officers, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.


5





         IN
WITNESS WHEREOF, Colgate-Palmolive Company has caused this Note to be duly
executed by one of its duly authorized officers.


	
  

 	
  

 	
  

 
	
  

 	
 COLGATE-PALMOLIVE
 COMPANY

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Title:

 



Dated:


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION:


This is one of
the Debt Securities of 

the series designated therein referred

to in the within-mentioned Indenture.


THE BANK OF NEW
YORK MELLON,

as Trustee


	
  

 	
  

 	
  

 
	
 By

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Authorized Signatory

 	
  

 


6





[REVERSE OF NOTE]


COLGATE-PALMOLIVE
COMPANY

MEDIUM-TERM NOTE, SERIES G

(Fixed Rate)


          This Note
is one of a duly authorized series of debt securities (the “Debt Securities”)
of the Company issued and to be issued under an Indenture, dated as of November
15, 1992, as amended, modified or supplemented from time to time (the
“Indenture”), between the Company and The Bank of New York Mellon (formerly
known as The Bank of New York), as trustee (the “Trustee”, which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Debt Securities, and of the
terms upon which the Debt Securities are, and are to be, authenticated and
delivered. This Note is one of the Debt Securities of the series designated as
“Medium-Term Notes, Series G, Due One Year or More From Date of Issue” (the
“Notes”). All terms used but not defined in this Note or in an Addendum hereto
shall have the meanings assigned to such terms in the Indenture or on the face
hereof, as the case may be.


          This Note
is issuable only in registered form without coupons in minimum denominations of
U.S. $1,000 and integral multiples thereof or other Authorized Denomination
specified on the face hereof.


          Except as
otherwise provided in the Indenture and as set forth below, the Notes will be
issued in global form only, registered in the name of the Depositary or its
nominee and ownership of the Notes shall be maintained in book-entry form by
the Depositary for the accounts of participating organizations of the
Depositary. If this Note is a global Note, this Note is exchangeable only if
(i) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for this global Note and a successor depositary is not
appointed by the Company within 60 days after the Depositary notifies the
Company, (ii) the Company in its sole discretion determines that this global
Note shall be exchangeable for certificated Notes of this series in registered
form or (iii) an Event of Default with respect to the Notes represented hereby
has occurred and is continuing.


          Unless
otherwise specified on the face hereof in accordance with the provisions of the
following two paragraphs, this Note will not be subject to any sinking fund and
will not be redeemable or repayable prior to the Stated Maturity Date.


          This Note
will be subject to redemption at the option of the Company on any date on or
after the Initial Redemption Date, if any, specified on the face hereof, in
whole or from time to time in part in increments of U.S. $1,000 unless
otherwise specified above (provided that any remaining principal amount hereof
shall be at least U.S. $1,000 unless otherwise specified above), at the
Redemption Price (as defined below), together with unpaid interest accrued
hereon to the date fixed for redemption (the “Redemption Date”), on written
notice given to the Holder hereof (in accordance with the provisions of the
Indenture) not more than 60 nor less than 30 


7





calendar days prior to the Redemption Date. In the event of redemption
of this Note in part only, a new Note of like tenor for the unredeemed portion
hereof and otherwise having the same terms and provisions as this Note shall be
issued by the Company in the name of the Holder hereof upon the presentation
and surrender hereof. 


          Unless
otherwise specified above, the “Redemption Price” shall be the Initial
Redemption Percentage specified on the face hereof (as adjusted by the Annual
Redemption Percentage Reduction, if any, specified on the face hereof )
multiplied by the principal amount of this Note to be redeemed.


          This Note
may be subject to repayment by the Company at the option of the Holder hereof
on the Optional Repayment Date(s), if any, specified on the face hereof, in
whole or in part in increments of U.S. $1,000 (provided that any remaining
principal amount hereof shall be at least U.S. $1,000), at a repayment price
equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued thereon to the date fixed for repayment (the “Repayment
Date”). For this Note to be repaid in whole or in part at the option of the
Holder hereof, the Trustee must receive at its corporate trust office not more
than 60 nor less than 30 calendar days prior to the Repayment Date, this Note
with the form entitled “Option to Elect Repayment” below duly completed.
Exercise of such repayment option by the Holder hereof shall be irrevocable. In
the event of repayment of this Note in part only, a new Note of like tenor for
the unrepaid portion hereof and otherwise having the same terms and provisions
as this Note shall be issued by the Company in the name of the Holder hereof
upon the presentation and surrender hereof.


          If the
Discount Note box above is checked, the amount payable to the Holder of this
Note in the event of redemption, repayment or acceleration of maturity will be
equal to the sum of (i) the Issue Price specified on the face hereof (increased
by any accruals of the Discount, as defined below, and reduced by any amounts
of principal previously paid) and, in the event of any redemption of this Note
(if applicable), multiplied by the Initial Redemption Percentage (as adjusted
by the Annual Redemption Percentage Reduction, if applicable) and (ii) any unpaid
interest accrued hereon to the Redemption Date, Repayment Date or date of
acceleration of maturity, as the case may be. The difference between the Issue
Price specified above and 100% of the principal amount of this Note is referred
to herein as the “Discount”.


          For
purposes of determining the amount of Discount that has accrued as of any
Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause the yield on the Note to be
constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption
that the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the “Initial Period”)
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence.


8





          If an Event
of Default shall occur and be continuing, the principal of the Notes may be
accelerated in the manner and with the effect provided in the Indenture.


          The
Indenture permits the amendment thereof for specified purposes, including,
among other things, curing ambiguities and correcting inconsistencies, by the
Company and the Trustee without the consent of the Holders. The Indenture also
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of
the Holders of any series of Debt Securities to be adversely affected thereby
at any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of each series of Debt Securities at the
time outstanding, adversely affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate principal
amount of the outstanding Debt Securities of each series, on behalf of the
Holders of Debt Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Note.


          No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.


          As provided
in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note may be registered on the Security Register of the Company
upon surrender of this Note for registration of transfer at the office or
agency of the Company in the Borough of Manhattan, The City of New York, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or by his attorney duly authorized in writing, and thereupon one
or more new Notes of Authorized Denominations and for the same aggregate
principal amount with the same terms and provisions, will be issued by the
Company to the designated transferee or transferees.


          The Notes
are issuable only in registered form without coupons and, if payable in U.S.
dollars, only in denominations of U.S.$1,000 and any integral multiple of U.S.
$1,000. As provided in the Indenture and subject to certain limitations therein
set forth, Notes of this series are exchangeable for a like aggregate principal
amount of Notes of this series of a different authorized denomination, as
required by the Holder surrendering the same.


          No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


          Prior to
due presentment of this Note for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Holder as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary, except as required by law.


9





          THE
INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.


          Capitalized
terms used herein without definition which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


10





ABBREVIATIONS


          The
following abbreviations, when used in the inscription on the face of this Note,
shall be construed as though they were written out in full according to
applicable laws or regulations:


	
  

 	
  

 	
  

 	
  

 
	
     TEN
 COM

 	
 - as tenants
 in common

 	
 UNIF GIFT MIN ACT

 	
 - ________
 Custodian ______

 
	
     TEN
 ENT

 	
 - as tenants
 by the entireties

 	
  

 	
       (Cust)                  (Minor)

 
	
     JT
 TEN

 	
 - as joint tenants with right of

 survivorship and not as tenants

 	
  

 	
 Under
 Uniform Gifts to Minors

 Act ______________________

 
	
  

 	
 in common

 	
  

 	
                     (State)

 
	
  

 	
  

 	
  

 	
  

 
	
 Additional abbreviations may also be used though not in the above
 list.

 
	
  

 
	

 


 


11





ASSIGNMENT


          FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


	
  

 	
  

 
	
 PLEASE
 INSERT SOCIAL SECURITY OR

 
	
 OTHER

 
	
 IDENTIFYING
 NUMBER OF ASSIGNEE

 
	 
 	 

 
	 
 	 
 






	
  

 
	

 


 
	
 (Please
 print or typewrite name and address including postal zip code of assignee)

 
	
  

 
	

 


 
	
 this Note
 and all rights thereunder hereby irrevocably constituting and appointing 

 
	
  

 
	

 


 
	
 Attorney to
 transfer this Note on the books of the Company, with full power of
 substitution in the premises.

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	

 


 
	
  

 
	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
 Notice: The signature(s) on this Assignment must correspond with the
 name(s) as written upon the face of this Note in every particular, without
 alteration or enlargement or any change whatsoever.

 


12





[OPTION TO ELECT REPAYMENT]


          The
undersigned hereby irrevocably request(s) and instruct(s) the Company to repay
this Note (or portion hereof specified below) pursuant to its terms at a price
equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued hereon to the Repayment Date, to the undersigned, at _________________________________________________________________________________________________________________________________.


	
  

 
	
 (Please print or typewrite name and address of the undersigned)

 


          For this
Note to be repaid, the Trustee must receive at its corporate trust office in
the Borough of Manhattan, The City of New York, currently located at 101
Barclay Street, New York, New York 10286 not more than 60 nor less than 30
calendar days prior to the Repayment Date, this Note with this “Option to Elect
Repayment” form duly completed.


          If less
than the entire principal amount of this Note is to be repaid, specify the
portion hereof (which shall be increments of U.S. $1,000 unless otherwise
specified in the Note, provided that any remaining principal amount shall be at
least U.S. $1,000 unless otherwise specified in the Note) which the Holder
elects to have repaid and specify the denomination or denominations (which
shall be U.S. $1,000 or an integral multiple thereof) of the Notes to be issued
to the Holder for the portion of this Note not being repaid (in the absence of
any such specification, one such Note will be issued for the portion not being repaid).


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Principal
 Amount

 	
  

 	
  

 
	
 to be
 Repaid:     $ ____________________

 	
  

 	
  

 
	
  

 	

  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Notice: The signature(s) on this Option to Elect Repayment must
 correspond with the name(s) as written upon the face of this Note in every
 particular, without alteration or enlargement or any change whatsoever.

 
	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 


13