8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 the report (Date of earliest event reported): January 16, 2006

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CHURCH & DWIGHT CO., INC.

(Exact Name of Registrant as Specified in its Charter)

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Delaware	1-10585	13-4996950
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

469 North Harrison Street, Princeton, New Jersey (Address of Principal Executive Offices) 08543 (Zip Code)

Registrant's te1ephone number, including area code: (609) 683-5900

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

[ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective January 16, 2006, Church & Dwight Co., Inc. (the "Company") entered into an employment agreement with Bruce F. Fleming for the position of Chief Marketing Officer of the Company (the "Employment Agreement"). The following is a summary of the material terms of the Employment Agreement.

Under the Employment Agreement, Mr. Fleming is entitled to receive an annual base salary of $300,000 and will be eligible to participate in the Company's Incentive Compensation Program, with a target bonus of 45% of his annual base salary, based on appropriate business targets and individual objectives. On January 16, 2006, Mr. Fleming received a stock option grant of 10,000 shares of Company common stock which shall vest upon the three year anniversary of his commencement of employment on January 16, 2009.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 10 Employment Agreement between the Company and Bruce F. Fleming.

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.

		CHURCH & DWIGHT CO., INC.
Date:	January 23, 2006	By:
		Name: James R. Craigie Title: President and Chief Executive Officer

EX-10.

December 29, 2005

Mr. Bruce F. Fleming

12 Woodmere Way

Pennington, NJ 08534

Dear Bruce:

It is my pleasure to confirm our offer for the position of Chief Marketing Officer . In this capacity, you will report directly to me as an officer of the company.

As discussed, we are offering an attractive package of both direct and indirect benefits. Some of the major highlights of our employment offer are detailed below:

• Your starting base salary will be $12,500 semi-monthly ($300,000 annually).

• You will participate in the Church & Dwight Incentive Compensation Program with a target bonus of 45%. Your first award will be for service in 2006, and paid in February of 2007.

• You will participate in the Company's Stock Option Plan. Options are granted each year (generally in the second quarter) and you will receive a grant equal in number to those received by other employees at your level. Your first grant, which you will receive shortly after your first day of employment, will be for 10,000 options and will have an exercise price equal to the average of the high and low on your start date.

• You will receive twenty (20) vacation days in 2006.

Bruce F. Fleming

December 29, 2005

Page 2

• You will participate in Church & Dwight's comprehensive health, welfare and retirement programs. Jane Simpson of the Human Resources Department will be contacting you to schedule a full benefits orientation shortly after your start date. In the interim, the attached "Summary of Benefits" should provide a helpful outline of our benefits programs. Your benefits become active on the first day of the month following 25 days of active employment.

• You will participate in the Church & Dwight Co., Inc. Profit Sharing Plan, which has a targeted annual contribution of 6.5%. The Profit Sharing contribution is made on both your salary and bonus.

This offer is contingent upon the satisfactory completion of background checking and drug screening, as well as verification of your eligibility to work in the United States

(I-9). Your employment with Church & Dwight Co., Inc. is employment-at-will and both the employer and the employee are free to terminate the employment relationship at any time, with or without prior notice and with or without cause.

Bruce, we have some exciting times ahead. I look forward to working with you.

Sincerely,

/s/ JAMES R. CRAIGIE

James R. Craigie

Accepted by: /s/ BRUCE F. FLEMING JANUARY 16, 2006

Bruce F. Fleming Date

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