CALCULATION OF REGISTRATION FEE
| Title of each class of securities | Maximum aggregate | |
| offered | offering price(1) | Amount of registration fee(2) |
| Medium-Term Notes, Series F, | ||
| 3.15% Notes, Due 2015 | $299,577,000 | $16,716.40 |
| (1) |
Excludes accrued interest, if any. |
| (2) |
The filing fee of $16,716.40 is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, the $87,086 remaining of the filing fee previously paid with respect to unsold securities previously registered by Colgate-Palmolive Company pursuant to Registration Statement on Form S-3 No. 333-126987 which was filed on July 28, 2005 is being carried forward, of which $16,716.40 is offset against the filing fees due for this offering and of which $70,369.60 remains available for future filings. No additional filing fee has been paid with respect to this offering. |
| Pricing Supplement No. 1 dated July 31, 2009 | Filed Pursuant to Rule 424(b)(2) |
| (To Prospectus Supplement and Prospectus | Registration No. 333-154923 |
| dated October 31, 2008) |
Colgate-Palmolive Company
Medium-Term Notes - Fixed Rate
Series F
We are hereby offering to sell Notes having the terms specified below to you with the assistance of the agents listed below, each acting as principal (collectively, the “Agents”) for whom Citigroup Global Markets Inc., Banc of America Securities LLC, J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. are acting as joint book-running managers, at a fixed initial public offering price of 99.859% of the principal amount.
| Principal Amount: $300,000,000 | Trade Date: July 31, 2009 |
| Issue Price: 99.859% | Original Issue Date: August 5, 2009 |
| Interest Rate: 3.15% | Net Proceeds to Colgate: $298,452,000 |
| Stated Maturity Date: August 5, 2015 | Agent’s Discount or Commission: $1,125,000 |
| CUSIP Number: 19416QDN7 |
Interest Payment Dates: February 5 and August 5 of each year, commencing on February 5, 2010
| Redemption: | N/A |
| Optional Repayment: | N/A |
Currency:
Specified Currency: US Dollars
Minimum Denomination: $1,000
| Original Issue Discount: [ ] Yes [X] No | |
| Total amount of OID: | |
| Yield to Maturity: | |
| Initial Accrual Period: |
Form: [ X ] Book-entry [ ] Certificated
[ X ] Other Provisions: N/A
The Agents have severally and not jointly agreed to purchase from us, and we have agreed to sell to the Agents, the principal amount of Notes set forth opposite their respective names below.
| Agents | Principal Amount of Notes | |
| Citigroup Global Markets Inc. | $40,000,000 | |
| Banc of America Securities LLC | 40,000,000 | |
| J.P. Morgan Securities Inc. | 40,000,000 | |
| Deutsche Bank Securities Inc. | 30,000,000 | |
| HSBC Securities (USA) Inc. | 30,000,000 | |
| Morgan Stanley & Co. Incorporated | 30,000,000 | |
| BNP Paribas Securities Corp. | 30,000,000 | |
| RBS Securities Inc. | 30,000,000 | |
| The Williams Capital Group, L.P. | 30,000,000 | |
| Total | $300,000,000 | |
Use of Proceeds:
The net proceeds from the sale of the Notes will be used by Colgate to retire commercial paper which was issued by Colgate for general corporate purposes. As of July 29, 2009, Colgate’s outstanding commercial paper had a weighted average interest rate of 0.20% with maturities ranging from 1 day to 33 days.
Legal Matters:
Sidley Austin LLP, New York, New York has acted as counsel for Colgate. Mayer Brown LLP has acted as counsel for the Agents.
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