S E C U R I T I E S  
A N D   E X C H A N G E  
C O M M I S S I O N 
W A S H I N G T O N ,   D . C .  
2 0 5 4 9



Form
10-K




(Mark
One)


|[X] |  | Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2004
|--- |  | --------------------------------------------------------------------------------------------------------------------------------



or


|[  ] |  | Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
|---- |  | ----------------------------------------------------------------------------------------



Commission File
No. 1-922




The Gillette
Company(Exact name of registrant as specified in its charter)


|Incorporated in
Delaware                                       |  |  |  | 04-1366970                                                                                                                           
|-------------------------------------------------------------- |  |  |  | -------------------------------------------------------------------------------------------------------------------------------------
|(State or other
jurisdiction of incorporation or organization) |  |  |  | (I.R.S. Employer Identification No.)                                                                                                 
|Prudential
Tower Building, Boston, Massachusetts               |  |  |  | 02199                                                                                                                                
|(Address of
principal executive offices)                       |  |  |  | (Zip
Code)                                                                                                                           
|Registrants telephone number, including area code             |  |  |  | 617-421-7000                                                                                                                         
|Securities registered pursuant to Section 12(b) of the Act:   
|Title of each
class Common Stock, $1.00 par value              |  |  |  | Name
of each exchange on which registered New York Stock Exchange Boston Stock Exchange Chicago Stock Exchange Pacific Stock
Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate by
check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [  ]




Indicate by
check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No
[  ]




The aggregate
market value of Gillette Common Stock held by non-affiliates as of June 30, 2004, (the last day of our most recently completed second quarter) was
approximately $42,397,000,000.*




The number of
shares of Gillette Common Stock outstanding as of January 31, 2005, was 991,326,243.


D O C U M E N T S  
I N C O R P O R A T E D   B Y  
R E F E R E N C E



Certain portions
of the following documents have been incorporated by reference into this Form 10-K as indicated:


|Documents |  |  |  |                                                                                    |  | 10-K Parts
|--------- |  |  |  | ---------------------------------------------------------------------------------- |  | ----------
|1.        |  |  |  | The
Gillette Company 2004 Annual Report to Shareholders (the 2004 Annual Report) |  |           
|2.        |  |  |  | The
Gillette Company 2005 Proxy Statement (the 2005 Proxy Statement)             |  |           

|* |  | For purposes of this calculation only, Gillette Common Stock held
by Executive Officers or Directors of the Company has been treated as owned by affiliates.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

---



Part I

I T E M   1 .  
D E S C R I P T I O N   O F  
B U S I N E S S



General
Development of Business


Founded in 1901, we are a Delaware corporation with our registered office in
Wilmington, Delaware. As of December 31, 2004, we had manufacturing operations at 31 facilities in 14 countries. Our products are sold in over 200
countries and territories.



We manufacture and sell a wide variety of consumer
products throughout the world. We have five business segments: Blades and Razors, Duracell, Oral Care, Braun, and Personal Care.


Agreement and Plan of Merger

On January 27, 2005, we entered into an Agreement and Plan of Merger (the
Merger) with The Procter & Gamble Company (P&G), an Ohio corporation, and Aquarium Acquisition Corp., a wholly
owned subsidiary of P&G. Each share of our common stock will be converted into the right to receive 0.975 shares of the P&G common stock. The
consummation of the merger is subject to customary conditions. See Note 15, Subsequent Events, on pages 7173 in our Notes to
Consolidated Financial Statements, for a more complete description of the Merger and related agreements.

Blades and Razors

We are the world leader in blades and razors. We sell male shaving systems under
such brands as M3Power, Mach3Turbo, Mach3, Sensor3, SensorExcel, Sensor, Atra, and Trac II, and disposable razors under the Sensor3, Custom Plus, and
Good News brands. In February 2005, we introduced the M3 Power Nitro shaving system for men, which is scheduled to be available to consumers in
North America in the spring 2005. Our female shaving systems are sold under the Gillette for Women Venus and Venus Divine, SensorExcel for
Women, and Sensor for Women brands, and our disposable razors are sold under the Agility and Daisy brands. In December 2004, we introduced the Venus
Vibrance shaving system for women and Venus disposable razors, both of which are scheduled to be available to consumers in North America in the
spring 2005. We also introduced Venus Divine disposable razors in December 2004, scheduled to be available to consumers in select European
markets in the spring 2005.

Duracell

We are the world leader in alkaline batteries for consumers. Our products include
Duracell CopperTop and Duracell Ultra alkaline batteries and Duracell primary lithium, zinc air, and rechargeable nickel-metal hydride
batteries.

Oral Care

We are the world leader in manual and power toothbrushes. In the second quarter of
2004, we acquired the Rembrandt brand of at-home and professional tooth-whitening products and also Zooth, Inc., a leader in licensed manual and power
toothbrushes for children. In February 2005, we introduced Oral-B Pulsar, a pulsating adult manual toothbrush, which is scheduled to be available to
consumers in North America in July 2005.

Braun

We sell electric shavers under the Braun brand and hair epilators under the Braun
Silk-Epil brand. These products include the number one foil electric shaver for men and the number one hair epilator for women. We also sell small
household and personal diagnostic appliances under the Braun brand.

Personal Care

We sell shaving preparations, skin care products, and antiperspirants/deodorants
under brands such as Gillette Complete Skincare, Gillette Series, Foamy, Satin Care, Right Guard, Soft & Dri, and Dry Idea.

1

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Business Segments

Operating Segments and Related Information, which contains information
on net sales, profit from operations, identifiable assets, capital expenditures, and depreciation for each of the last three years, is incorporated by
reference from pages 70 and 71 of the 2004 Annual Report.

Distribution

In major geographic markets, our products are sold directly to retailers and to
wholesalers for resale through retail stores. Oral Care products and Braun personal diagnostic appliances are also sold to health care professionals.
In some small geographic markets, our products are distributed by local distributors and through sales agents. The Companys largest customer,
Wal-Mart Stores, Inc. and its affiliates, accounted for 13% of net sales in 2004, 2003, and 2002. These sales were made primarily in the United States
and were across all product segments.

Patents

Some of our patents and licenses in the Blades and Razors segment are of
substantial value and importance when considered in the aggregate. Additionally, we hold significant patents in our Duracell, Oral Care, Braun, and
Personal Care businesses. No single patent or license held by us is material to our total business. We have licensed many of our blade and razor
patents to other manufacturers. In all of our business segments, our competitors also have significant patent positions. The patents and licenses held
by us are of varying remaining durations.

Trademarks

In general, our principal trademarks have been registered in the United States and
throughout the world where our products are sold. Our products are marketed outside the United States under various trademarks, many of which are the
same as those used in the United States. The trademark Gillette is of principal importance to us. In addition, a number of other trademarks
owned by us and our subsidiaries have significant importance within their industries. Our rights in these trademarks endure for as long as they are
used or registered.

Competition

All of our markets are highly competitive. Some of our competitors are larger and
have greater resources than we do. The Blades and Razors segment is highly competitive in terms of new technology, product performance, price,
marketing, advertising, and promotion. Our major competitors worldwide in blades and razors include Energizer Holdings, Inc., with its Schick product
line, and, in certain countries, its Wilkinson Sword product line, and Societe Bic S.A. The Duracell segment is highly competitive in terms of price,
marketing, advertising, and promotion. Competition in the Oral Care segment is focused on product performance, price, and professional endorsement.
Competition in the electric shaver and epilator product lines is based primarily on product performance, innovation, and price. The Personal Care
segment is highly competitive in terms of price, product performance, marketing, and advertising, with frequent introductions of new brands and
marketing concepts and with product life cycles typically shorter than in our other businesses.

Employees

At year-end, we employed approximately 28,700 persons, over 75% of them outside the
United States.

Research and Development

Our research and development efforts are significant to our product innovation,
particularly in Blades and Razors. In 2004, research and development expenditures were $209 million, compared with $201 million in 2003 and $181
million in 2002.

Raw Materials

The raw materials we use to manufacture our products are purchased from a number of
suppliers, and substantially all such materials are readily available.

2

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Operations by Geographic Area

Operating Segments and Related Information, which contains information
on net sales and net property, plant and equipment by geographic area for each of the last three years, is incorporated by reference from pages 70 and
71 of the 2004 Annual Report.

Availability of Reports and Other Information

Our web site is www.gillette.com. On this web site, the public can access free of
charge our annual, quarterly, and current reports, changes in the stock ownership of our Directors and Executive Officers, and other documents filed
with the Securities and Exchange Commission as soon as reasonably practicable after the filing date.



In addition, under the section entitled,
Corporate Governance, we post the latest versions of our Certificate of Incorporation, Bylaws, Corporate Governance Principles, Committee
Charters, Committee Assignments, Code of Conduct, and Code of Ethics for Financial Managers and the Chief Executive Officer, including any waivers from
or amendments to the Code of Ethics. We also post the procedure for contacting our Board of Directors.




The Corporate Governance Principles, Committee
Charters, Code of Conduct, and Code of Ethics are each available in print, free of charge, to any shareholder upon request by writing to the
Office of the Secretary, The Gillette Company, Prudential Tower Building, Boston, Massachusetts 02199.


3

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I T E M   2 .  
D E S C R I P T I O N   O F  
P R O P E R T Y

We own and lease manufacturing facilities and other real estate in the United
States and a number of foreign countries. Our executive offices are located in the Prudential Tower Building, Boston, Massachusetts, where we hold a
long-term lease. The following table sets forth our principal facilities, defined as those measuring 250,000 square feet or more.






|Business Segment          |  |  |  | Location                 |  | Owned/Leased
|------------------------- |  |  |  | ------------------------ |  | ------------
|Blades &
Razors           |  |  |  | Boston, MA (US)          |  | Owned       
|                          |  |  |  | Isleworth, UK            |  | Owned       
|                          |  |  |  | Berlin, Germany          |  | Owned       
|                          |  |  |  | Naucalli, Mexico         |  | Owned       
|                          |  |  |  | Manaus, Brazil           |  | Owned       
|Duracell                  |  |  |  | Nanping, China           |  | Owned/Leased
|                          |  |  |  | Aarschot, Belgium        |  | Owned       
|                          |  |  |  | Dong
Guan, China         |  | Owned/Leased
|                          |  |  |  | Lancaster, SC (US)       |  | Owned       
|                          |  |  |  | LaGrange, GA (US)        |  | Owned       
|                          |  |  |  | Bethel, CT (US)          |  | Owned       
|Oral
Care                 |  |  |  | Iowa
City, IA (US)       |  | Owned       
|Braun                     |  |  |  | Kronberg, Germany        |  | Owned       
|                          |  |  |  | Barcelona, Spain         |  | Owned/Leased
|                          |  |  |  | Walldürn, Germany        |  | Owned       
|                          |  |  |  | Marktheidenfeld, Germany |  | Owned       
|Personal
Care             |  |  |  | Andover, MA (US)         |  | Owned       
|                          |  |  |  | Reading, UK              |  | Owned       
|Multisegment
Distribution |  |  |  | Romeoville, IL (US)      |  | Leased      
|Centers                   |  |  |  | Ontario, CA (US)         |  | Leased      
|                          |  |  |  | Hemel Hempstead, UK*     |  | Leased      
|                          |  |  |  | Devens, MA (US)*         |  | Leased      
|                          |  |  |  | Altfeld, Germany         |  | Owned       

* Packaging center that also serves as warehouse/distribution facility.



The above facilities are in good repair, adequately
meet our needs, and operate at reasonable levels of capacity.


I T E M   3 .  
L E G A L   P R O C E E D I N G S

We are subject, from time to time, to legal proceedings and claims arising out of
our business, which cover a wide range of matters, including antitrust and trade regulation, product liability, advertising, contracts, environmental
issues, patent and trademark matters, and taxes. Management, after review and consultation with counsel, considers that any liability from all of these
legal proceedings and claims would not materially affect our consolidated financial condition, results of operations, or liquidity.

4

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|I T E M   4 . |  | S U B M I S S I O N   O F  
M A T T E R S   T O   A   V O T E   O F  
S H A R E H O L D E R S
|------------- |  | ---------------------------------------------------------------------------------------------

No matters were submitted to a vote of shareholders during the fourth quarter of
fiscal 2004.

E X E C U T I V E  
O F F I C E R S   O F  
R E G I S T R A N T

Information relating to our Executive Officers is set out below.

|Name and Current Position                                                   |  |  |  | Five-Year Business History                                                                                                                                                                                                                                                                                                                                   |  | Age
|--------------------------------------------------------------------------- |  |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---
|James M.
Kilts Chairman of the Board, President and Chief Executive Officer |  |  |  | Chairman, Chief Executive Officer and President since January 2001, February 2001 and November 2003, respectively; President and Chief
Executive Officer, Nabisco Group Holdings Corp., December 1999  December 2000                                                                                                                                        |  | 57 
|Edward F.
DeGraan Vice Chairman of the Board                                |  |  |  | Vice
Chairman of the Board since November 2003; President and Chief Operating Officer, July 2000  November 2003; Acting Chief Executive Officer,
October 2000  February 2001; Executive Vice President, Global Business Management, January 2000  July 2000                                                                                               |  | 61 
|Michael T.
Cowhig Senior Vice President                                     |  |  |  | President, Global Technical and Manufacturing, since January 2004; Senior Vice President, Global Manufacturing and Technical Operations,
September 2002  December 2003; Senior Vice President, Global Supply Chain and Business Development, January 2000  August
2002                                                                                     |  | 58 
|Charles W.
Cramb Senior Vice President and Chief Financial Officer          |  |  |  | Senior Vice President, Finance, and Chief Financial Officer since December 1999                                                                                                                                                                                                                                                                              |  | 58 
|Edward E.
Guillet Senior Vice President                                     |  |  |  | Senior Vice President, Human Resources, since July 2001; Vice President, Corporate Human Resources, July 1997  June
2001                                                                                                                                                                                                                                    |  | 53 
|Peter Klein
Senior Vice President                                           |  |  |  | Senior Vice President, Strategy, Business Development, and Global Marketing Resources, since May 2004; Senior Vice President, Strategy and
Business Development, March 2001  April 2004; Executive Vice President, Strategy, Business Development, Marketing Services, and
e-Business, Nabisco Holdings Corp. and Nabisco, Inc., April 1998  December 2000 |  | 58 
|Kathy S. Lane
Senior Vice President and Chief Information Officer           |  |  |  | Senior Vice President, Gillette Information Technology, and Chief Information Officer since March 2002; General Manager, eBusiness & IT,
General Electric Oil & Gas, December 2000  March 2002; Senior Vice President and Chief Information Officer, Vendor Financial Services,
General Electric Company, February 1999  December 2000                     |  | 47 
|John F.
Manfredi Senior Vice President                                      |  |  |  | Senior Vice President, Corporate Affairs, since March 2001; Executive Vice President, Corporate Affairs, Nabisco Holdings Corp. and Nabisco,
Inc., April 1995  December 2000                                                                                                                                                                                |  | 64 

5

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|Name and Current Position                                                     |  |  |  | Five-Year Business History                                                                                                                                                                                                                                                                                     |  | Age
|----------------------------------------------------------------------------- |  |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---
|Edward D.
Shirley Senior Vice President                                       |  |  |  | President, Commercial Operations International, since April 2004; Senior Vice President, Global Value Chain and Global Marketing Resources,
May 2002  April 2004; President, Commercial Operations Europe, January 2000  April 2002                                                                          |  | 48 
|Richard K.
Willard Senior Vice President and General Counsel                  |  |  |  | Senior Vice President and General Counsel since November 1999                                                                                                                                                                                                                                                  |  | 56 
|Joseph J.
Schena Vice President, Controller, and Principal Accounting Officer |  |  |  | Vice
President, Controller, and Principal Accounting Officer since May 2004; Vice President, Financial Operations, May 2002  May 2004; Vice President,
Strategic and Business Planning, March 2001  May 2002; Corporate Vice President, Strategy and Planning, Nabisco Foods, September 1999 
December 2000 |  | 46 
|A. Bruce
Cleverly Vice President                                              |  |  |  | President, Global Business Management  Oral Care, since February 2001; Senior Vice President, Global Business Management 
Duracell, January 1999  January 2001                                                                                                                                              |  | 59 
|Joseph F.
Dooley Vice President                                               |  |  |  | President, Commercial Operations North America, since July 2000; Senior Vice President and General Manager  Commercial Operations North
America, March 1999  June 2000                                                                                                                                       |  | 51 
|Peter K.
Hoffman Vice President                                               |  |  |  | President, Global Business Management  Blades and Razors, since January 2000                                                                                                                                                                                                                                  |  | 56 
|Mark M.
Leckie Vice President                                                 |  |  |  | Group President, Global Business Management  Duracell and Braun, since April 2004; President, Global Business Management 
Duracell, April 2001  March 2004; President and Chief Executive Officer, Heinz Canada, H.J. Heinz Company, October 2000  April
2001                                              |  | 51 
|Mary Ann
Pesce Vice President                                                 |  |  |  | President, Global Business Management  Personal Care, since June 2004; Vice President, New Products and Technologies, Global Blades and
Razors, August 2000  May 2004                                                                                                                                        |  | 49 
|Joseph Scalzo
Vice President                                                  |  |  |  | Group President, Global Business Management  Personal Care, and Global Value Chain, since June 2004; President, Global Business
Management  Personal Care October 2001  May 2004; Vice President, Worldwide Core Brand Development, The Coca-Cola Company, February 2000
 September 2001                   |  | 46 



The Executive Officers hold
office until the first meeting of the Board of Directors following the Annual Meeting of Shareholders and until their successors are elected or
appointed and qualified, unless a shorter period shall have been specified by the terms of their election or appointment, or until their earlier
resignation, removal, or death.


6

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Part II

|I T E M   5 . |  | M A R K E T  
F O R   T H E   R E G I S T R A N T S  
C O M M O N   S T O C K ,  
R E L A T E D   S H A R E H O L D E R  
M A T T E R S ,   A N D   I S S U E R  
P U R C H A S E S   O F   E Q U I T Y  
S E C U R I T I E S
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The information required by this item with respect to our common stock appears in
the 2004 Annual Report incorporated by reference from the inside back cover under the caption, Common Stock, and at page 74 of the 2004
Annual Report under the caption, Quarterly Financial Information, and is incorporated herein by reference. As of January 31, 2005, there
were 40,466 Gillette stockholders of record.



The Company had two share repurchase programs in
place that, in total, authorized the purchase of up to 200 million shares in the open market or in privately negotiated transactions, depending on
market conditions and other factors. During 2004, the Company repurchased 24.8 million shares for $1.02 billion. There are no shares remaining to be
purchased under the first program. The Company has 26.2 million shares remaining under the second program.




A summary of the repurchase activity for the
Companys fourth quarter follows.


I S S U E R  
P U R C H A S E S   O F   E Q U I T Y  
S E C U R I T I E S



|Period                   |  |  |  | Total Number of Shares Purchased |           | Average Price Paid per Share |  | Total Number of Shares Purchased as Part of Publicly
Announced Plans or Programs(1) |       | Maximum Number of Shares that May Yet Be Purchased Under
the Plans or Programs
|------------------------ |  |  |  | -------------------------------- | --------- | ---------------------------- |  | ----------------------------------------------------------------------------------- | ----- | ------------------------------------------------------------------------------
|October 1
 October 31   |  |  |  |                                  | 110,000   |                              |  | $                                                                                   | 41.57 |                                                                               
|November 1
 November 30 |  |  |  |                                  | 2,043,470 | (2)                          |  | $                                                                                   | 42.69 |                                                                               
|December 1
 December 31 |  |  |  |                                  | 3,349,000 |                              |  | $                                                                                   | 44.90 |                                                                               
|Total Fourth
Quarter     |  |  |  |                                  | 5,502,470 | (3)                          |  | $                                                                                   | 44.01 |                                                                               

|(1) |  | The Companys active share repurchase program was announced
on 9/16/03 and authorizes the purchase of up to 50 million shares of the Companys common stock. There is no expiration date specified for the
program.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(2)Includes 2,470 shares, which were repurchased by the Company under equity-based
programs.

|(3) |  | All share repurchases were effected in accordance with the safe
harbor provisions of Rule 10b-18 of the Securities Exchange Act.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------

I T E M   6 .  
S E L E C T E D   F I N A N C I A L  
D A T A

The information required by this item is incorporated by reference from page 75 of
the 2004 Annual Report under the caption, Historical Financial Summary.

|I T E M   7 . |  | M A N A G E M E N T S  
D I S C U S S I O N   A N D  
A N A L Y S I S   O F  
F I N A N C I A L   C O N D I T I O N  
A N D   R E S U L T S   O F  
O P E R A T I O N S
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The information required by this item is incorporated by reference from pages 25
through 39 of the 2004 Annual Report under the caption, Managements Discussion and Analysis of Financial Condition and Results of
Operations.

C A U T I O N A R Y  
S T A T E M E N T

Certain statements that we may make from time to time, including statements
contained in this report, constitute forward-looking statements under the federal securities laws. Forward-looking statements may be
identified by words such as plans, expects, believes, anticipates, estimates,
projects, will and other words of similar meaning used in conjunction with, among other things, discussions

7

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of future operations, acquisitions and divestitures, financial
performance, our strategy for growth, product development and new product launches, market position, and expenditures.



Forward-looking statements are based on current
expectations of future events, but actual results could vary materially from our expectations and projections. Investors are cautioned not to place
undue reliance on any forward-looking statements. We assume no obligation to update any forward-looking statements. We caution that historical results
should not be relied upon as indications of future performance.




Other factors that could cause actual results to
differ materially from those expressed in any forward-looking statement include the following, some of which are described in greater detail
below:


| |  | merger, acquisition, divestiture, and collaborative activities by
us, our competitors, or customers;
|- |  | ----------------------------------------------------------------------------------------------------

| |  | the pattern of our sales, including variations in sales volume
within periods;
|- |  | ------------------------------------------------------------------------------

| |  | consumer demands and preferences, including the acceptance by our
customers and consumers of new products and line extensions;
|- |  | ------------------------------------------------------------------------------------------------------------------------------

| |  | the mix of products sold;
|- |  | -------------------------

| |  | our ability to control and reduce our internal costs and the cost
of raw materials;
|- |  | -----------------------------------------------------------------------------------

| |  | competitive factors, including prices, promotional incentives,
and trade terms for our products, and our response, as well as that of our customers and competitors, to changes in these factors;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | product introductions and innovations by us and our
competitors;
|- |  | ----------------------------------------------------------------

| |  | technological advances by us and our competitors;
|- |  | -------------------------------------------------

| |  | new patents granted to us and our competitors;
|- |  | ----------------------------------------------

| |  | changes in foreign exchange rates in one or more of our
geographic markets;
|- |  | ---------------------------------------------------------------------------

| |  | changes in laws and regulations, including trade regulations,
accounting standards and tax laws, governmental actions affecting the manufacturing and sale of our products, unstable governments and legal systems,
and nationalization of industries;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | changes in accounting policies;
|- |  | -------------------------------

| |  | failure to maintain effective internal controls; and
|- |  | ----------------------------------------------------

| |  | the impact of general political and economic conditions or
hostilities in the United States and in other parts of the world.
|- |  | ----------------------------------------------------------------------------------------------------------------------------

E F F E C T S   O F  
M E R G E R

The proposed merger between The Gillette Company and The Procter &
Gamble Company, described in the Subsequent Events caption at pages 7173 of the 2004 Annual Report and
incorporated by reference, if completed, will have material effects on the forward-looking statements contained in this report. Investors are
advised that such forward-looking statements with respect to revenues, earnings, performance, strategies, prospects, and other aspects of the
Companys business are discussed as a combined business in the registration statement on Form S-4 to be filed with the Securities and Exchange
Commission (SEC). INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
THE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.

C O M P E T I T I V E  
E N V I R O N M E N T

We experience intense competition for sales of our products in most markets. Our
products compete with widely advertised, well-known, branded products, as well as with private label products, which typically are sold at lower
prices. In most of our markets, we have major competitors, some of which are larger and more diversified than we are. In March 2003, Energizer
Holdings, Inc. acquired the Schick blade and razor business and, in certain countries, the Wilkinson Sword blade and razor business. We have
experienced increased competition in our Blades and Razors segment as a result of this change in business ownership. Aggressive competition within our
markets to preserve, gain, or regain market share can affect our results in any given period.

8

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C H A N G E S   I N  
T E C H N O L O G Y   A N D   N E W  
P R O D U C T  
I N T R O D U C T I O N S

In most product categories in which we compete, there are continuous technological
changes and frequent introductions of new products and line extensions. Our ability to introduce new products and/or extend lines of established
products successfully will depend on, among other things, our ability to identify changing consumer tastes and needs, develop new technologies,
differentiate our products, and gain market acceptance of new products. We cannot be certain that we will achieve these goals.

I N T E L L E C T U A L  
P R O P E R T Y

We rely upon patent, copyright, trademark, and trade secret laws in the United
States and in other countries to establish and maintain our proprietary rights in technology, products, and brands. Our intellectual property rights,
however, could be challenged, invalidated, or circumvented. We do not believe that our products infringe the intellectual property rights of others,
but any such claims, if they were successful, could result in material liabilities or loss of business.

C O S T - S A V I N G S  
S T R A T E G Y

We have implemented and approved a number of programs designed to reduce costs.
Such programs will require, among other things, the consolidation and integration of facilities, functions, systems, and procedures, all of which
present significant management challenges. There can be no assurance that such actions will be accomplished as rapidly as anticipated or that the full
extent of expected cost reductions will be achieved.

S A L E S   A N D  
O P E R A T I O N S   O U T S I D E   O F 
T H E   U N I T E D   S T A T E S

Sales outside of the United States represent a substantial portion of our business.
In addition, we have a number of manufacturing facilities and suppliers located outside of the United States. Accordingly, the following factors could
adversely affect operating results in any reporting period:

| |  | changes in political or economic conditions;
|- |  | --------------------------------------------

| |  | trade protection measures;
|- |  | --------------------------

| |  | import or export licensing requirements;
|- |  | ----------------------------------------

| |  | changes in the mix of earnings taxed at varying
rates;
|- |  | ------------------------------------------------------

| |  | changes in regulatory requirements or tax laws; and
|- |  | ---------------------------------------------------

| |  | longer payment cycles in certain countries.
|- |  | -------------------------------------------



We are also exposed to foreign
currency exchange rate risk with respect to our sales, profits, and assets and liabilities denominated in currencies other than the U.S. dollar.
Although we use instruments to hedge certain foreign currency risks (through foreign currency forward, swap, and option contracts and non-U.S. dollar
denominated financings) and we are partially hedged through our foreign manufacturing operations, we are not fully protected against foreign currency
fluctuations and our reported earnings will be affected by changes in foreign exchange rates.


R E T A I L  
E N V I R O N M E N T

With the growing trend toward retail trade consolidation, especially in developed
markets such as the United States and Europe, we are increasingly dependent upon key retailers whose bargaining strength is growing. Accordingly, we
face greater pressure from significant retail trade customers to provide more favorable trade terms.



We can be negatively affected by changes in the
policies of our retail trade customers, such as trade inventory levels, access to shelf space, and other conditions. Many of our customers,
particularly our high-volume retail trade customers, have engaged in accelerated efforts to reduce inventory levels and shrinkage and to change
inventory delivery systems. While we expect the level of trade inventory of our products to decline over time, the speed and magnitude of such
reductions and/or our inability to develop satisfactory inventory delivery systems could adversely affect operating results in any reporting
period.


9

---

E F F E C T   O F  
T E R R O R I S M ,   M I L I T A R Y  
A C T I O N   A N D   W A R

Terrorism, military hostilities and attendant political activity have
created an atmosphere of economic uncertainty throughout the world. A disruption in our supply chain, an increase in import or export costs, and/or
other macroeconomic events, could adversely affect operating results in any reporting period.

|I T E M  
7 A . |  | D I S C L O S U R E S  
C O N C E R N I N G   M A R K E T  
R I S K   S E N S I T I V E  
I N S T R U M E N T S
|--------------- |  | ---------------------------------------------------------------------------------------------------------------

The information required by this item is incorporated by reference from page
35 of the 2004 Annual Report under the caption, Market Risk.

|I T E M   8 . |  | F I N A N C I A L  
S T A T E M E N T S   A N D  
S U P P L E M E N T A R Y   D A T A
|------------- |  | -------------------------------------------------------------------------------------

The following Financial Statements and Supplementary Data for The Gillette Company
and Subsidiary Companies appear in the 2004 Annual Report at the pages indicated below and are incorporated by reference.

|(1)  |  |  |  | Management Report on Internal Control Over Financial Reporting                                       |  | Page
40             
|---- |  |  |  | ---------------------------------------------------------------------------------------------------- |  | --------------------
|(2)  |  |  |  | Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting |  | Page
41             
|(3)  |  |  |  | Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements         |  | Page
42             
|(4)  |  |  |  | Consolidated Statement of Income for the Years Ended December 31, 2004, 2003, and 2002               |  | Page
43             
|(5)  |  |  |  | Consolidated Balance Sheet at December 31, 2004 and 2003                                             |  | Page
44             
|(6)  |  |  |  | Consolidated Statement of Cash Flows for the Years Ended December 31, 2004, 2003, and 2002           |  | Page
45             
|(7)  |  |  |  | Consolidated Statement of Stockholders Equity for the Years Ended December 31, 2004, 2003, and 2002 |  | Page
46             
|(8)  |  |  |  | Notes to Consolidated Financial Statements                                                           |  | Pages 47 through 74 
|(9)  |  |  |  | Computation of Per Share Earnings                                                                    |  | Pages 43, 50, 74, 75
|(10) |  |  |  | Quarterly Financial Information                                                                      |  | Page
74             

|I T E M   9 . |  | C H A N G E S  
I N   A N D   D I S A G R E E M E N T S  
W I T H   A C C O U N T A N T S   O N  
A C C O U N T I N G   A N D  
F I N A N C I A L  
D I S C L O S U R E
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

None.

I T E M   9 A .  
C O N T R O L S   A N D  
P R O C E D U R E S

Our management, under the supervision and with the participation of our Chief
Executive Officer (CEO) and Chief Financial Officer (CFO), has evaluated the effectiveness of our disclosure controls and
procedures as defined in Securities and Exchange Commission (SEC) Rule 13a-15(e) as of the end of the period covered by this report.
Management has concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports
that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including the CEO and CFO, as appropriate to
allow timely decisions regarding required disclosure and is recorded, processed, summarized, and reported within the time periods specified in the
SECs rules and forms.



The management reports on internal control
over financial reporting and the attestation report of the independent registered public accounting firm required by this item are each
incorporated by reference from pages 40 and 41, respectively, of the 2004 Annual Report.


10

---



During the Companys fourth quarter,
there were no significant changes in internal controls over financial reporting that materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting.




All internal control systems, no matter how well
designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.


I T E M   9 B .  
O T H E R   I N F O R M A T I O N

None.

11

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Part III

I T E M   1 0 .  
D I R E C T O R S   A N D  
E X E C U T I V E   O F F I C E R S

The information required by this item with respect to our Directors is incorporated
by reference from the 2005 Proxy Statement under the captions, Election of Directors and Section 16(a) Beneficial Ownership Reporting
Compliance. The information required for our Executive Officers appears at the end of Part I of this report at pages 5 and 6.



We have an Audit Committee composed of independent
directors. The information required by this item with respect to the Audit Committee and its members is incorporated by reference from the 2005 Proxy
Statement under the captions, Committees and Meetings and Audit Committee Report.




We have adopted a Code of Ethics for Financial
Managers and the Chief Executive Officer. The information relating to the availability of our Code of Ethics appears on page 3 of this report
under the caption, Availability of Reports and Other Information.




The information required by this item with respect
to procedures by which shareholders may recommend nominees to the Board of Directors is incorporated by reference from the 2005 Proxy Statement under
the captions, Identifying and Evaluating Nominees for Director and Director Nominations and Other Business for Presentation at the
2006 Annual Meeting.


I T E M   1 1 .  
E X E C U T I V E  
C O M P E N S A T I O N

The information required by this item appears in the 2005 Proxy Statement under the
captions, Non-Employee Director Compensation and Stock Ownership, Executive Compensation, Compensation and Human
Resources Committee Report, Compensation Committee Interlocks and Insider Participation in Compensation Decisions, and Gillette
Comparative Five-Year Investment Performance, and is incorporated by reference.

|I T E M  
1 2 . |  | S E C U R I T Y  
O W N E R S H I P   O F   C E R T A I N  
B E N E F I C I A L   O W N E R S  
A N D   M A N A G E M E N T A N D  
R E L A T E D   S H A R E H O L D E R  
M A T T E R S
|--------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following table gives information about our common stock that may be issued
upon the exercise of options under all of our existing equity compensation plans as of December 31, 2004.

|Plan Category                                            |  |  |  | Number of Securities to be Issued Upon Exercise of
Outstanding Options |            | Weighted-Average Exercise Price of Outstanding Options |  | Number of Securities Remaining for Future Issuance Under
Equity Compensation Plans (excluding securities reflected in the first column)
|-------------------------------------------------------- |  |  |  | ---------------------------------------------------------------------- | ---------- | ------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------
|                                                         |  |  |  |                                                                        |            |                                                        |  |                                                                                                                                        
|Equity
compensation plans approved by shareholders       |  |  |  |                                                                        | 84,040,668 |                                                        |  | $                                                                                                                                      
|Equity
compensation plan not approved by shareholders(1) |  |  |  |                                                                        | 2,000,000  |                                                        |  | $                                                                                                                                      
|Total                                                    |  |  |  |                                                                        | 86,040,668 |                                                        |  | $                                                                                                                                      

|(1) |  | Represents stock options awarded to the Chairman on January 19,
2001, his hire date. The exercise price is the average of the high and low prices of the stock on the award date. One-quarter of the options vested
immediately, and the remainder vested in one-third increments over a three-year period. The options remain exercisable for 10 years from the date of
award during employment. The post-retirement period is the lesser of five years or the life of the options.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Other information required by this item is
incorporated by reference from our 2005 Proxy Statement under the captions, Securities Ownership of Directors and Officers and
Five-Percent Beneficial Ownership.


12

---

|I T E M  
1 3 . |  | C E R T A I N  
R E L A T I O N S H I P S   A N D  
R E L A T E D  
T R A N S A C T I O N S
|--------------- |  | -------------------------------------------------------------------------------------------

The information required by this item is incorporated by reference from the 2005
Proxy Statement under the captions, Related Transactions and Employment Contracts, Termination of
Employment, and Change-in-Control Arrangements.

I T E M   1 4 .  
P R I N C I P A L   A C C O U N T A N T  
F E E S   A N D   S E R V I C E S

The information required by this item is incorporated by reference from
the 2005 Proxy Statement under the caption, Audit Committee Report.

13

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Part IV

|I T E M  
1 5 . |  | E X H I B I T S ,   F I N A N C I A L  
S T A T E M E N T S ,   A N D  
S C H E D U L E S
|--------------- |  | -----------------------------------------------------------------------------------------

Financial Statements

The following appear in the 2004 Annual Report at the pages indicated below and are
incorporated by reference into Part II.

|(1) |  |  |  | Management Report on Internal Control Over Financial Reporting                                       |  | Page
40             
|--- |  |  |  | ---------------------------------------------------------------------------------------------------- |  | --------------------
|(2) |  |  |  | Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting |  | Page
41             
|(3) |  |  |  | Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements         |  | Page
42             
|(4) |  |  |  | Consolidated Statement of Income for the Years Ended December 31, 2004, 2003, and 2002               |  | Page
43             
|(5) |  |  |  | Consolidated Balance Sheet at December 31, 2004 and 2003                                             |  | Page
44             
|(6) |  |  |  | Consolidated Statement of Cash Flows for the Years Ended December 31, 2004, 2003, and 2002           |  | Page
45             
|(7) |  |  |  | Consolidated Statement of Stockholders Equity for the Years Ended December 31, 2004, 2003, and 2002 |  | Page
46             
|(8) |  |  |  | Notes to Consolidated Financial Statements                                                           |  | Pages 47 through 74 
|(9) |  |  |  | Computation of Per Share Earnings                                                                    |  | Pages 43, 50, 74, 75



Schedules


All schedule information is included in the Notes to Consolidated Financial
Statements or is omitted because it is either not required or not applicable.



Exhibits


|2 |  | Agreement and Plan of Merger as of January 27, 2005, among The
Procter & Gamble Company, Aquarium Acquisition Corp. and The Gillette Company, filed as Exhibit 2.1 to The Gillette Company Current Report on Form
8-K, dated January 28, 2005, Commission File No. 1-922, incorporated by reference herein.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3  (a) |  | Composite Certificate of Incorporation of The Gillette Company,
as amended, filed as Exhibit 1.1 to The Gillette Company Registration Statement on Form 8-A, dated January 11, 2001, Commission File No. 1-922,
incorporated by reference herein.
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | The Bylaws of The Gillette Company, as amended October 21, 2004,
filed as Exhibit 3.ii to The Gillette Company Current Report on Form 8-K, dated October 26, 2004, Commission File No. 1-922, incorporated by reference
herein.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4 |  | Instruments Defining the Rights of Security Holders, Including
Indentures
|- |  | -------------------------------------------------------------------------

|(a) |  | Specimen of form of certificate representing ownership of The
Gillette Company Common Stock, $1.00 par value, effective January 21, 2003, filed as Exhibit 4(a) to The Gillette Company Annual Report on Form 10-K
for the year ended December 31, 2002, Commission File No. 1-922, incorporated by reference herein.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Form of Certificate of Designation, Preferences, and
Rights of Series A Junior Participating Preferred Stock of The Gillette Company, filed as Exhibit A to Exhibit 1 to The Gillette Company Current Report
on Form 8-K, dated December 30, 1985, Commission File No. 1-922, incorporated by reference herein.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14

---

|(c) |  | Amendment to Certificate of Designation, Preferences, and Rights
of Series A Junior Participating Preferred Stock of The Gillette Company, dated December 9, 1996, filed as Exhibit 4(c) to The Gillette Company Annual
Report on Form 10-K for the year ended December 31, 1996, Commission File No. 1-922, incorporated by reference herein.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) |  | Renewed Rights Agreement, dated as of December 14, 1995, between
The Gillette Company and The First National Bank of Boston, filed as Exhibit 4 to The Gillette Company Current Report on Form 8-K, dated December 18,
1995, Commission File No. 1-922, incorporated by reference herein.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) |  | Amendment No. 1 to the Renewed Rights Agreement, dated as of
December 14, 1995, entered into as of March 25, 2003, between The Gillette Company and The Bank of New York, as successor to The First National Bank of
Boston, filed as Exhibit 1.9 to The Gillette Companys Registration Statement on Form 8-A/A, dated March 25, 2003, Commission Filed No. 1-922,
incorporated by reference herein.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) |  | Amendment No. 2 to the Renewed Rights Agreement, as amended
January 27, 2005, between The Gillette Company and The Bank of New York, filed as Exhibit 10.1 to The Gillette Company Current Report on Form 8-K,
dated January 28, 2005, Commission File No. 1-922, incorporated by reference herein.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) |  | Certificate of Amendment relating to an increase in the amount
of authorized shares of preferred stock and common stock, filed as Exhibit 3(i) to The Gillette Company Quarterly Report on Form 10-Q for the period
ended March 31, 1998, Commission File No. 1-922, incorporated by reference herein.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(h) |  | The Gillette Company Registration Statement filed on Form 8-A,
dated January 11, 2001, revising the description of The Gillette Companys registered securities and corresponding rights, Commission File No.
1-922, incorporated by reference herein.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(i) |  | Registration Statement filed on Form 8-A/A, dated March 25,
2003, amending Form 8-A, originally filed on January 11, 2001, revising the description of The Gillette Companys registered securities and
corresponding rights, Commission File No. 1-922, incorporated by reference herein.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(j) |  | Registration Statement filed on Form 8-A/A, dated January 28,
2005, amending Form 8-A, originally filed on January 11, 2001, revising the description of The Gillette Companys registered securities and
corresponding rights, Commission File No. 1-922, incorporated by reference herein.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company has issued long-term debt and will
furnish copies of the instruments defining the rights of holders of such debt to the Commission upon request.


|10 |  | Material Contracts
|-- |  | ------------------

|*(a) |  | The Gillette Company 1971 Stock Option Plan, as amended, filed
herewith.
|---- |  | ------------------------------------------------------------------------

|*(b) |  | The Gillette Company 2004 Long-Term Incentive Plan, as amended,
filed herewith.
|---- |  | -------------------------------------------------------------------------------

|*(c) |  | The Gillette Company Stock Equivalent Unit Plan, as amended,
filed as Appendix B to the 2001 Proxy Statement, Commission File No. 1-922, incorporated by reference herein.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*(d) |  | The Gillette Company Incentive Bonus Plan, as amended, filed
herewith.
|---- |  | ----------------------------------------------------------------------

|*(e) |  | The Gillette Company Executive Life Insurance Program, as
amended, filed as Exhibit 10(d) to The Gillette Company Annual Report on Form 10-K for the year ended December 31, 2000, Commission File No. 1-922,
incorporated by reference herein.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*(f) |  | The Gillette Company Deferred Compensation Plan for Outside
Directors, as amended, filed as Exhibit 10(e) to The Gillette Company Annual Report on Form 10-K for the year ended December 31, 2001, Commission File
No. 1-922, incorporated by reference herein.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15

---

|*(g) |  | Amended and Restated Employment Agreement, dated December 23,
2004, between The Gillette Company and James M. Kilts, filed herewith.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------

|*(h) |  | Amendment No. 1 to the Amended and Restated Employment Agreement
dated as of December 23, 2003, entered into as of January 27, 2005, between The Gillette Company and James M. Kilts, filed as Exhibit 10.2 to The
Gillette Company Current Report on Form 8-K, dated January 28, 2005, Commission File No. 1-922, incorporated by reference herein.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*(i) |  | Stock Option Agreement, dated January 19, 2001, between The
Gillette Company and James M. Kilts, filed as Exhibit A to the Amended and Restated Employment Agreement between The Gillette Company and James M.
Kilts, filed herewith as Exhibit 10(g).
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*(j) |  | Employment Agreement, dated March 19, 2002, between The Gillette
Company and Edward F. DeGraan, filed as Exhibit 10(i) to The Gillette Company Annual Report on Form 10-K for the year ended December 31, 2001,
Commission File No. 1-922, incorporated by reference herein.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*(k) |  | Amendment to Employment Agreement, dated March 19, 2002, between
The Gillette Company and Edward F. DeGraan, filed as Exhibit 10(i) to The Gillette Company Annual Report on Form 10-K for the year ended December 31,
2003, Commission File No. 1-922, incorporated by reference herein.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*(l) |  | Form of Agreement Relating to Change of Control between The
Gillette Company and its Executive Officers, filed herewith.
|---- |  | ------------------------------------------------------------------------------------------------------------------------

|*(m) |  | Form of Agreement Relating to Terms of Employment between The
Gillette Company and its named Executive Officers other than Messrs. Kilts and DeGraan, filed as Exhibit 10.2 to The Gillette Company Quarterly Report
on Form 10-Q for the period ended March 31, 2004, Commission File No. 1-922, incorporated by reference herein.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(n) |  | Letter Agreement, dated July 20, 1989, as amended March 13,
2003, between The Gillette Company and Berkshire Hathaway Inc., filed as Exhibit 4.1 to The Gillette Company Current Report on Form 8-K, dated March
14, 2003, Commission File No. 1-922, incorporated by reference herein.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*(o) |  | Description of The Gillette Company Personal Financial Planning
Reimbursement Program, as amended, filed herewith.
|---- |  | ------------------------------------------------------------------------------------------------------------------

|*(p) |  | Description of The Gillette Company Senior Executive Financial
Planning Program, filed herewith.
|---- |  | ------------------------------------------------------------------------------------------------

|*(q) |  | The Gillette Company Estate Preservation Plan, filed as exhibit
10(l) to The Gillette Company Annual Report on Form 10-K for the year ended December 31, 1997, Commission File No. 1-922, incorporated by reference
herein.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*(r) |  | The Gillette Company Supplemental Retirement Plan, as amended,
filed as Exhibit 10(v) to The Gillette Company Annual Report on Form 10-K for the year ended December 31, 1999, Commission File No. 1-922, incorporated
by reference herein.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*(s) |  | The Gillette Company Supplemental Savings Plan, as amended,
filed as Exhibit 10(p) to The Gillette Company Annual Report on Form 10-K for the year ended December 31, 2001, Commission File No. 1-922, incorporated
by reference herein.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*(t) |  | The Gillette Company Deferred Compensation Plan, as amended,
filed herewith.
|---- |  | ----------------------------------------------------------------------------

|(u) |  | $287,500,000 5-Year Credit Agreement, dated as of October 14,
2003, among The Gillette Company, JPMorgan Chase Bank, as agent, and a syndicate of domestic and foreign banks, filed as Exhibit 10.3 to The Gillette
Company Quarterly Report on Form 10-Q for the period ended September 30, 2003, Commission File No. 1-922, incorporated by reference herein.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16

---

|12 |  | Statement regarding Computation of Ratio of Earnings to Fixed
Charges, filed herewith.
|-- |  | --------------------------------------------------------------------------------------

|13 |  | Portions of the 2004 Annual Report to Stockholders of The
Gillette Company incorporated by reference in this Form 10-K, filed herewith.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------

|21 |  | List of Subsidiaries of The Gillette Company, filed
herewith.
|-- |  | -------------------------------------------------------------

|23 |  | Consent of Independent Registered Public Accounting Firm, filed
herewith.
|-- |  | -------------------------------------------------------------------------

|24 |  | Power of Attorney, filed herewith.
|-- |  | ----------------------------------

|31 (a) |  | Certification of Chief Executive Officer Pursuant to Rule
13a-14(a), filed herewith.
|------ |  | ------------------------------------------------------------------------------------

|(b) |  | Certification of Chief Financial Officer Pursuant to Rule
13a-14(a), filed herewith.
|--- |  | ------------------------------------------------------------------------------------

|32 (a) |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|* |  | Management contract or compensatory plan or
arrangement.
|- |  | --------------------------------------------------------

17

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S I G N A T U R E S

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



THE GILLETTE COMPANY
(Registrant)


|By: |  | /s/ CHARLES W. CRAMB Charles W. Cramb Senior Vice President and Chief Financial Officer Date: March 11, 2005
|--- |  | ------------------------------------------------------------------------------------------------------------

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

|SIGNATURES                                |  |  |  | TITLE                                                                                |  | DATE          
|----------------------------------------- |  |  |  | ------------------------------------------------------------------------------------ |  | --------------
|*  JAMES M. KILTSJames M. Kilts           |  |  |  | Chairman of the Board of Directors, Chief Executive Officer, President, and Director |  | March 11, 2005
|*  EDWARD F. DEGRAANEdward F. DeGraan     |  |  |  | Vice
Chairman of the Board of Directors and Director                                 |  | March 11, 2005
|*  CHARLES W. CRAMBCharles W. Cramb       |  |  |  | Senior Vice President and Chief Financial Officer                                    |  | March 11, 2005
|*  JOSEPH J. SCHENAJoseph J. Schena       |  |  |  | Vice
President, Controller, and Principal Accounting Officer                         |  | March 11, 2005
|*  ROGER K. DEROMEDIRoger K. Deromedi     |  |  |  | Director                                                                             |  | March 11, 2005
|*  WILBUR H. GANTZWilbur H. Gantz         |  |  |  | Director                                                                             |  | March 11, 2005
|*  MICHAEL B. GIFFORDMichael B. Gifford   |  |  |  | Director                                                                             |  | March 11, 2005
|*  RAY J. GROVESRay J. Groves             |  |  |  | Director                                                                             |  | March 11, 2005
|*  DENNIS F. HIGHTOWERDennis F. Hightower |  |  |  | Director                                                                             |  | March 11, 2005
|*  HERBERT H. JACOBIHerbert H. Jacobi     |  |  |  | Director                                                                             |  | March 11, 2005
|*  NANCY J. KARCHNancy J. Karch           |  |  |  | Director                                                                             |  | March 11, 2005
|*  FRED H. LANGHAMMERFred H. Langhammer   |  |  |  | Director                                                                             |  | March 11, 2005
|*  JORGE PAULO LEMANNJorge Paulo Lemann   |  |  |  | Director                                                                             |  | March 11, 2005
|*  MARJORIE M. YANGMarjorie M. Yang       |  |  |  | Director                                                                             |  | March 11, 2005

|*By |  | /s/ CHARLES W. CRAMB Charles W. Cramb for himself and as Attorney-In-Fact
|--- |  | -------------------------------------------------------------------------

18

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