<PAGE>   1
 
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K
                            ------------------------
(MARK ONE)
[X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
                                       OR
[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES ACT OF 1934 (NO FEE REQUIRED)
                           COMMISSION FILE NO. I-922
                              THE GILLETTE COMPANY
-------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                            <C>
           INCORPORATED IN DELAWARE                              04-1366970
         ---------------------------                            ------------
       (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)
</TABLE>
 
<TABLE>
<S>                                                     <C>
  PRUDENTIAL TOWER BUILDING, BOSTON, MASSACHUSETTS         02199
----------------------------------------------------      -------
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)
</TABLE>
 
   REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE            617-421-7000
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 
<TABLE>
<CAPTION>
                                                         NAME OF EACH EXCHANGE ON
             TITLE OF EACH CLASS                             WHICH REGISTERED
             -------------------                         ------------------------
<S>                                            <C>
COMMON STOCK, $1.00 PAR VALUE                             NEW YORK STOCK EXCHANGE
                                                           BOSTON STOCK EXCHANGE
                                                          CHICAGO STOCK EXCHANGE
                                                          PACIFIC STOCK EXCHANGE
</TABLE>
 
     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 ((sec.)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.  [  ]
 
     The aggregate market value of Gillette Common Stock held by non-affiliates
as of February 26, 1999 was approximately $51,422,000,000.*
 
     The number of shares of Gillette Common Stock outstanding as of February
26, 1999 was 1,107,183,549.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     Certain portions of the following documents have been incorporated by
reference into this Form 10-K as indicated:
 
<TABLE>
<CAPTION>
                         DOCUMENTS                              10-K PARTS
                         ---------                              ----------
<S>                                                           <C>
1. The Gillette Company 1998 Annual Report to Stockholders
   (the "1998 Annual Report")...............................  Parts I and II
2. The Gillette Company 1999 Proxy Statement (The "1999
  Proxy Statement").........................................  Part III
</TABLE>
 
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* This amount does not include the value of 147,862 shares of Series C ESOP
  Convertible Preferred Stock issued for $602.875 per share. 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.
<PAGE>   2
 
                                     PART I
 
ITEM 1.  DESCRIPTION OF BUSINESS
 
GENERAL
 
     The Gillette Company was incorporated under the laws of the State of
Delaware in 1917 as the successor of a Massachusetts corporation incorporated in
1912 which corporation was the successor of a Maine corporation organized in
1901 by King C. Gillette, inventor of the safety razor.
 
     The Company's businesses range across several industry segments, including
blades and razors, toiletries, stationery products, electric shavers, small
household appliances, hair care appliances, oral care appliances, oral care
products and alkaline batteries for consumer products. A description of the
Company and its businesses appears in the 1998 Annual Report on the inside front
cover and at pages 6 through 17, the texts of which are incorporated by
reference. See also Item 7, "Management's Discussion" at page 5 of this report.
 
INDUSTRY SEGMENTS
 
     "Operating Segments and Related Information," containing information on net
sales, profit from operations, identifiable assets, capital expenditures and
depreciation for each of the last three years, appears in the 1998 Annual Report
at page 38 and is incorporated by reference.
 
DISTRIBUTION
 
     In the Company's major geographic markets, traditional Gillette product
lines, Duracell batteries and Oral-B products are sold to wholesalers, chain
stores and large retailers and are resold to consumers primarily through food,
drug, discount, stationery, hardware, toy, tobacco and department stores.
Waterman and Parker products are sold to wholesalers and retailers and are
resold to consumers through fine jewelry, fine stationery and department stores,
pen specialists and other retail outlets. Braun products are sold to wholesalers
and retailers and are resold to consumers mainly through department, discount,
catalogue and specialty stores (Braun personal diagnostic appliances are also
sold directly to medical professionals). Oral-B products are marketed directly
to dental professionals for distribution to patients as well as through standard
distribution channels. In many small Gillette, Duracell, Braun and Oral-B
markets, products are distributed through local distributors and sales agents.
 
PATENTS
 
     Certain of the Company's patents and licenses in the blade and razor
segment are of substantial value and importance when considered in the
aggregate. Additionally, the Company holds significant patents in its
toiletries, stationery products, Duracell, Braun, and Oral-B businesses. No
patent or license held by the Company is considered to be of material importance
when judged from the standpoint of the Company's total business. Gillette has
licensed many of its blade and razor patents to other manufacturers. In all of
these categories, Gillette competitors also have significant patent positions.
The patents and licenses held by the Company are of varying remaining durations.
 
TRADEMARKS
 
     In general, the Company's principal trademarks have been registered in the
United States and throughout the world where the Company's products are sold.
Gillette 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 the Company. In addition, a
number of other trademarks owned by the Company and its subsidiaries have
significant importance within their industries. The Company's rights in these
trademarks endure for as long as they are used or registered.
 
COMPETITION
 
     The blades and razors segment is marked by competition in new technology,
as well as by competition in price, marketing, advertising and promotion to
retail outlets and to consumers. The Company's major
 
                                        1
<PAGE>   3
 
competitors worldwide are Warner-Lambert Company, with its Schick and, in North
America and Europe, its Wilkinson Sword product lines, and Societe Bic S.A., a
French company. Additional competition in the United States and in certain other
markets is provided by the American Safety Razor Company, Inc. under its own
brands and a number of private label brands, as well as other private label
suppliers. The toiletries segment is highly competitive in terms of price,
product innovation and market positioning, with frequent introduction of new
brands and marketing concepts, especially for products sold through retail
outlets, and with product life cycles typically shorter than in the other
businesses of the Company. Competition in the stationery products segment,
particularly in the writing instruments market, is marked by a high degree of
competition from domestic and foreign suppliers and low entry barriers, and is
focused on a wide variety of factors including product performance, design and
price, with price an especially important factor in the commercial sector.
Competition in the Braun products markets is based primarily on product
performance, innovation, price and professional endorsement, with numerous
competitors in the small household and hair care appliances segments.
Competition in the Oral-B products markets is focused on product performance,
price and dental profession endorsement. The Duracell products markets are
marked by competition in product performance, innovation and price and in
marketing, advertising and promotion to retail outlets and to consumers. Many of
the Company's competitors are larger and have greater resources than the
Company.
 
EMPLOYEES
 
     At year-end, Gillette employed approximately 43,100 persons, three-quarters
of them outside the United States.
 
RESEARCH AND DEVELOPMENT
 
     In 1998, research and development expenditures were $209 million, compared
with $212 million in 1997 and $204 million in 1996.
 
RAW MATERIALS
 
     The raw materials used by Gillette in the manufacture of products are
purchased from a number of suppliers, and substantially all such materials are
readily available.
 
OPERATIONS BY GEOGRAPHIC AREA
 
     The following table indicates the geographic sources of consolidated net
sales and profit from operations of the Company for the last three years:
 
<TABLE>
<CAPTION>
                                                      1998               1997               1996
                                                 ---------------    ---------------    ---------------
                                                  NET                NET                NET
                                                 SALES    PROFIT    SALES    PROFIT    SALES    PROFIT
                                                 -----    ------    -----    ------    -----    ------
<S>                                              <C>      <C>       <C>      <C>       <C>      <C>
United States..................................   38%       44%      37%       38%      37%       41%
Foreign........................................   62%       56%      63%       62%      63%       59%
</TABLE>
 
     Net sales by geographic area for each of the last three years appear in the
1998 Annual Report at page 39 and are incorporated by reference.
 
ITEM 2.  DESCRIPTION OF PROPERTY
 
     The Company owns and leases manufacturing facilities and other real estate
properties in the United States and a number of foreign countries. The Company's
executive offices are located in the Prudential
 
                                        2
<PAGE>   4
 
Center, Boston, Massachusetts where it holds a long term lease. The following
table sets forth the Company's principal plants:
 
<TABLE>
<CAPTION>
       BUSINESS SEGMENT                  LOCATION           OWNED/LEASED
       ----------------                  --------           ------------
<S>                             <C>                         <C>
Blades & Razors                 Boston, MA (US)                 Owned
                                Isleworth, UK                   Owned
                                Berlin, Germany                 Owned
                                Shanghai, China*               Leased
                                Naucalli, Mexico*               Owned
                                Manaus, Brazil*                 Owned
                                Devens, MA(US)                 Leased
Toiletries                      St. Paul, MN (US)*          Owned/Leased
                                Andover, MA (US)                Owned
                                Reading, UK                 Owned/Leased
Stationery                      Santa Monica, CA (US)          Leased
                                Saint Herblain, France      Owned/Leased
                                Newhaven, UK                    Owned
Braun                           Kronberg, Germany           Owned/Leased
                                Barcelona, Spain            Owned/Leased
                                Walldurn, Germany           Owned/Leased
                                Marktheidenfeld, Germany        Owned
                                Mexico City, Mexico         Owned/Leased
Oral-B                          Iowa City, IA (US)              Owned
Duracell                        Port Elizabeth, S. Africa       Owned
                                Aarschot, Belgium               Owned
                                Lancaster, SC (US)              Owned
                                LaGrange, GA (US)               Owned
</TABLE>
 
The above facilities are in good repair, adequately meet the Company's needs and
operate at reasonable levels of production capacity.
---------------
 
* Engaged in the manufacture of products for two or more business segments.
 
ITEM 3.  LEGAL PROCEEDINGS
 
     The Company is subject, from time to time, to legal proceedings and claims
arising out of its 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 the consolidated
financial position, results of operations or liquidity of the Company.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     Not applicable.
                            ------------------------
 
                                        3
<PAGE>   5
 
EXECUTIVE OFFICERS OF REGISTRANT
 
     Information regarding the Executive Officers of the Company as of March 18,
1999 is set out below.
 
<TABLE>
<CAPTION>
     NAME AND CURRENT POSITION                        FIVE-YEAR BUSINESS HISTORY                   AGE
     -------------------------                        --------------------------                   ---
<S>                                   <C>                                                          <C>
Alfred M. Zeien                       Chairman of the Board and Chief Executive Officer since      69
  Chairman of the Board and Chief     February 1991
  Executive Officer
Michael C. Hawley                     President and Chief Operating Officer since April 1995;      61
  President and Chief Operating       Executive Vice President, International Group, December
  Officer                             1993 - March 1995; President, Oral-B Laboratories, Inc.,
                                      May 1989 - November 1993
Edward F. DeGraan                     Executive Vice President, Global Business Management,        55
  Executive Vice President            Gillette Grooming Products and Duracell, since January
                                      1999; Executive Vice President, Duracell North Atlantic
                                      Group, January 1997 - December 1998; Senior Vice President,
                                      Manufacturing and Technical Operations, Gillette North
                                      Atlantic Group, May 1991 - December 1996
Robert G. King                        Executive Vice President, Commercial Operations, Western     53
  Executive Vice President            Hemisphere, since January 1999; Executive Vice President,
                                      Gillette North Atlantic Group, February 1997 - December
                                      1998; Executive Vice President, International Group, April
                                      1995 - January 1997; Group Vice President - Latin America,
                                      March 1991 - March 1995
Archibald Livis                       Executive Vice President, Global Business Management,        60
  Executive Vice President            Diversified Group, since January 1999; Executive Vice
                                      President, Diversified Group, May 1998 - December 1998;
                                      Chairman, Braun Board of Management, October 1993 - April
                                      1998
Jorgen Wedel                          Executive Vice President, Commercial Operations, Eastern     50
  Executive Vice President            Hemisphere, since January 1999; Executive Vice President,
                                      International Group since February 1997 - December 1998;
                                      President, Oral-B Laboratories, Inc., November 1993 -
                                      January 1997; Group General Manager, Braun North America,
                                      November 1991 - October 1993
Charles W. Cramb                      Senior Vice President, Finance, Chief Financial Officer and  52
  Senior Vice President,              Principal Accounting Officer since July 1997; Vice
  Chief Financial Officer             President and Controller, July 1995 - June 1997; Vice
  and Principal Accounting Officer    President, Finance, Planning and Administration,
                                      Diversified Group, October 1992 - June 1995
Robert E. DiCenso                     Senior Vice President, Personnel and Administration, since   58
  Senior Vice President               July 1994; Vice President, Investor Relations, January 1993
                                      -June 1994
</TABLE>
 
     The Executive Officers hold office until the first meeting of the Board of
Directors following the annual meeting of the stockholders 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.
 
                                    PART II
 
ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
 
     The information required by this item with respect to the Company's common
stock appears in the 1998 Annual Report on the inside back cover under the
caption "Common Stock" and at page 40 under the caption,
 
                                        4
<PAGE>   6
 
"Quarterly Financial Information," and is incorporated by reference. As of
February 26, 1999, the record date for the 1999 Annual Meeting, there were
61,686 Gillette stockholders of record.
 
ITEM 6.  SELECTED FINANCIAL DATA
 
     The information required by this item appears in the 1998 Annual Report at
page 41 under the caption, "Historical Financial Summary," and is incorporated
by reference.
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
 
     The information required by this item appears in the 1998 Annual Report at
pages 18 through 23 under the caption, "Management's Discussion," and is
incorporated by reference.
 
CAUTIONARY STATEMENT
 
     From time to time, the Company may make statements which constitute or
contain "forward-looking" information as that term is defined within the meaning
of the Federal securities laws. These statements may be identified by such
forward-looking words as "expect," "look," "believe," "anticipate," "may,"
"will" and variations of these words or other forward-looking terminology.
Forward-looking statements made by the Company are not guarantees of future
performance. Actual results may differ materially from those in the
forward-looking statements as the result of risks and uncertainties including
those listed below. The Company assumes no obligation to update any
forward-looking information:
 
     - the pattern of the Company's sales, including variations in sales volume
       within periods, which makes forward-looking statements about sales and
       earnings difficult and may result in variance of actual results from
       those contained in statements made at any time prior to the period's
       close;
 
     - vigorous competition within the Company's product markets, including
       pricing and promotional, advertising or other activities in order to
       preserve or gain market share, the timing of which cannot be foreseen by
       the Company;
 
     - the Company's reliance on the development of new products and the
       inherent risks associated with new product introductions, including
       uncertainty of trade and customer acceptance and competitive reaction;
 
     - the costs and effects of unanticipated legal and administrative
       proceedings;
 
     - the impacts of unusual items resulting from ongoing evaluations of
       business strategies, asset valuations and organizational structure;
 
     - a substantial portion of the Company's sales having been made outside the
       United States, making forecasting of sales more difficult;
 
     - the impact on sales or earnings of fluctuations in exchange rates in one
       or more of the Company's geographic markets;
 
     - the impact of the year 2000 issue on the Company's order, production,
       distribution and financial systems and the systems of its suppliers and
       customers;
 
     - the possibility of one or more of the global markets in which the Company
       competes being impacted by variations in political, economic or other
       factors, such as inflation rates, recessionary or expansive trends, tax
       changes, legal and regulatory changes or other external factors over
       which the Company has no control.
 
     - the effects of rapid technological change on product development
       differentiation, acceptance and costs including technological advances of
       competitors;
 
                                        5
<PAGE>   7
 
     - the effects of patents including possible new patents granted to
       competitors or challenges to Company patents and expiration of patents,
       which affect competition and product acceptance.
 
ITEM 7A.  DISCLOSURES CONCERNING MARKET RISK SENSITIVE INSTRUMENTS
 
     The information required by this item appears in the 1998 Annual Report at
page 21 under the caption, "Market Risk," and is incorporated by reference.
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     The following Financial Statements and Supplementary Data for The Gillette
Company and Subsidiary Companies appear in the 1998 Annual Report at the pages
indicated below and are incorporated by reference.
 
<TABLE>
<S>  <C>                                                           <C>
(1)  Independent Auditors' Report................................  Page 39
(2)  Consolidated Statement of Income for the Years Ended
     December 31, 1998, 1997 and 1996............................  Page 24
(3)  Consolidated Balance Sheet at December 31, 1998 and 1997....  Page 25
(4)  Consolidated Statement of Cash Flows for the Years Ended
     December 31, 1998, 1997 and 1996............................  Page 26
(5)  Consolidated Statement of Stockholders' Equity for the
     periods ended December 31, 1998, 1997 and 1996..............  Page 27
(6)  Notes to Consolidated Financial Statements..................  Pages 28
                                                                   through 40
(7)  Computation of per share earnings...........................  Pages 24, 28,
                                                                   40 and 41
(8)  Quarterly Financial Information.............................  Page 40
</TABLE>
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
 
     Not applicable.
 
                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS
 
     The information required by this item with respect to the Directors of the
Company appears in the 1999 Proxy Statement at pages 2 through 4, 7 and 8 under
the caption "Company Transactions with Directors and Officers," and at page 21
under the caption "Section 16(a) Beneficial Ownership Reporting Compliance," the
texts of which are incorporated by reference.
 
     The information required for Executive Officers of the Company appears at
the end of Part I of this report at page 4.
 
ITEM 11.  EXECUTIVE COMPENSATION
 
     The information required by this item appears in the 1999 Proxy Statement
at pages 8 through 17 under the captions "Compensation of Non-Employee
Directors", "Personnel Committee Report on Executive Compensation", "Gillette
Comparative Five-Year Investment Performance", and "Executive Compensation" and
is incorporated by reference.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     The information required by this item concerning the security ownership of
certain beneficial owners and management appears in the 1999 Proxy Statement at
pages 6 and 7 under the caption "Stock Ownership of Five Percent Beneficial
Owners and Management" and is incorporated by reference.
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     The information required by this item appears in the 1999 Proxy Statement
at pages 7 and 8 under the caption "Company Transactions with Directors and
Officers" and is incorporated by reference.
 
                                        6
<PAGE>   8
 
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
 
A.  FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
 
FINANCIAL STATEMENTS
 
     The following appear in the 1998 Annual Report at the pages indicated below
and are incorporated into Part II by reference.
 
<TABLE>
<C>     <S>                                                           <C>
   (1)  Independent Auditor's Report................................  Page 39
   (2)  Consolidated Statement of Income for the Years Ended
        December 31, 1998, 1997 and 1996............................  Page 24
   (3)  Consolidated Balance Sheet at December 31, 1998 and 1997....  Page 25
   (4)  Consolidated Statement of Cash Flows for the Years Ended
        December 31, 1998, 1997 and 1996............................  Page 26
   (5)  Consolidated Statement of Stockholders' Equity for the
        periods ended December 31, 1998, 1997 and 1996..............  Page 27
   (6)  Notes to Consolidated Financial Statements..................  Pages 28
                                                                      through 40
   (7)  Computation of per share earnings...........................  Pages 24, 28
                                                                      and 40 and 41
</TABLE>
 
SCHEDULES
 
     The following schedule appears at page 12 of this report:
 
          II.  Valuation and Qualifying Accounts
 
     Schedules other than those listed above are omitted because they are either
not required or not applicable.
 
EXHIBITS
 
<TABLE>
<C>    <S>
 3(a)  Composite Certificate of Incorporation of The Gillette
       Company, as amended, 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.
  (b)  The Bylaws of The Gillette Company, as amended October 15,
       1998, filed as Exhibit 3 to The Gillette Company Quarterly
       Report on Form 10-Q for the period ended September 30, 1998,
       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 December 10, 1996, filed as Exhibit 4(a) 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.
  (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. 1-911, incorporated by
       reference 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.
  (c)  Amendment to Certificate of Designations, Preferences and
       Rights of Series A Junior Participating Preferred Stock
       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, 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. 1-911, incorporated by reference herein.
</TABLE>
 
                                        7
<PAGE>   9
<TABLE>
<C>    <S>
  (e)  Certificate of Designation of the Series C ESOP Convertible
       Preferred Stock of The Gillette Company, dated January 17,
       1990, filed as Exhibit 4(e) to The Gillette Company Annual
       Report on Form 10-K for the year ended December 31, 1989,
       Commission File No. 1-922, incorporated by reference herein.
  (f)  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.
  (g)  Form of $150,000,000 6.25% note due August 15, 2003, issued
       pursuant to Registration Statement No. 33-54974 of The
       Gillette Company, filed November 24, 1992, as amended May
       14, 1993 and June 24, 1993 and the Trust Indenture filed
       therewith as Exhibit 4.1, filed as part of Exhibit 4(f) to
       The Gillette Company Annual Report on Form 10-K for the year
       ended December 31, 1993, Commission File No. 1-922,
       incorporated by reference herein.
  (h)  Form of $150,000,000 and $50,000,000 5.75% notes due October
       15, 2005, issued pursuant to Registration Statement No.
       33-50303 of The Gillette Company, filed September 17, 1993
       and the Trust Indenture filed as Exhibit 4.1 to Registration
       Statement No. 3354974 of The Gillette Company, as amended
       May 14, 1993 and June 24, 1993, filed as part of Exhibit
       4(f) to The Gillette Company Annual Report on Form 10-K for
       the year ended December 31, 1993, Commission File No. 1-922,
       incorporated by reference herein.
       The Company has issued non-registered debt instruments
       copies of which will be furnished to the Commission upon
       request.
   10  Material Contracts
 *(a)  The Gillette Company 1971 Stock Option Plan, as amended
       filed as Appendix A to the 1997 Proxy Statement, Commission
       File No. 1-922, incorporated by reference herein.
 *(b)  The Gillette Company Stock Equivalent Unit Plan, as amended,
       filed herewith.
 *(c)  The Gillette Company Incentive Bonus Plan, as amended, filed
       as Exhibit 10(c) to The Gillette Company Annual Report on
       Form 10-K for the year ended December 31, 1997, incorporated
       by reference herein.
 *(d)  The Gillette Company Executive Life Insurance Program, filed
       as Exhibit 10(d) to The Gillette Company Annual Report on
       Form 10-K for the year ended December 31, 1997, incorporated
       by reference herein.
  (e)  Directors and Officers and Company Reimbursement Indemnity
       Insurance and Pension and Welfare Fund Fiduciary
       Responsibility Insurance policy, filed as Exhibit 10(e) 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.
 *(f)  Description of Conversion of Outside Directors' Vested
       Pension Benefit into Deferred Stock Units, filed as Exhibit
       10(f) 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.
 *(g)  The Gillette Company Deferred Compensation Plan for Outside
       Directors, filed as Exhibit 10(g) 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.
 *(h)  Description of severance pay and benefit arrangements for
       employees in the event of a change in control, filed as
       Exhibit 10(j) to The Gillette Company Annual Report on Form
       10-K for the year ending December 31, 1989, Commission File
       No. 1-922, incorporated by reference herein.
  (i)  Letter Agreement, dated July 20, 1989, between The Gillette
       Company and Berkshire Hathaway Inc., filed as Exhibit 4(a)
       to The Gillette Company Current Report on Form
       8-K, dated July 20, 1989, Commission File No. 1-922,
       incorporated by reference herein.
 *(j)  Description of agreement between The Gillette Company and
       Robert J. Murray effective January 1, 1996, filed as Exhibit
       10(l) to The Gillette Company Annual Report on Form 10-K for
       the year ending December 31, 1995, Commission File No.
       1-922, incorporated by reference herein.
</TABLE>
 
                                        8
<PAGE>   10
<TABLE>
<C>    <S>
 *(k)  Description of The Gillette Company Estate Planning Program,
       filed as Exhibit 10(o) to The Gillette Company Annual Report
       on Form 10-K for the year ended December 31, 1993,
       Commission File No. 1-922, incorporated by reference herein.
 *(l)  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, incorporated by
       reference herein.
 *(m)  The Gillette Company Supplemental Retirement Plan, as
       amended and restated June 16, 1994, filed as Exhibit 10(a)
       to The Gillette Company Annual Report on Form 10-K for the
       year ended December 31, 1994, Commission File No. 1-922,
       incorporated by reference herein.
 *(n)  The Gillette Company Supplemental Savings Plan, as amended,
       filed as Exhibit 10(n) 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.
  (o)  Multi-year Credit Agreement dated as of December 20, 1996
       among The Gillette Company, Morgan Guaranty Trust Company of
       New York, as agent, and a syndicate of domestic and foreign
       banks, filed as Exhibit 10(o) 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.
  (p)  $2,000,000,000 364-Day Credit Agreement dated as of December
       20, 1996 and amended and restated as of October 20, 1997 and
       October 19, 1998 among The Gillette Company, Morgan Guaranty
       Trust Company of New York, as agent and a syndicate of
       domestic and foreign banks, filed herewith.
  (q)  Registration Rights Agreement dated as of September 12, 1996
       among The Gillette Company, KKR Partners II, L.P. and DI
       Associates, L.P., filed as Exhibit 10.2 to The Gillette
       Company Current Report on Form 8-K filed September 16, 1996,
       Commission File No. 1-922, incorporated by reference herein.
   12  Computation of the ratios of current assets to current
       liabilities for the years 1998, 1997 and 1996, filed
       herewith.
   13  Portions of the 1998 Annual Report to Stockholders of The
       Gillette Company incorporated by reference in this Form
       10-K, filed herewith.
   22  List of subsidiaries of The Gillette Company, filed
       herewith.
   23  Independent Auditors' Consent, filed herewith.
   24  Power of Attorney, filed herewith.
   27  Financial Data Schedule (not considered to be filed).
</TABLE>
 
---------------
 
* Filed pursuant to Item 14(c).
 
B.  REPORTS ON FORM 8-K
 
     There were no reports on Form 8-K filed by the registrant during the fourth
quarter of the period covered by this report.
 
OTHER MATTERS
 
     For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into the following Registration Statements of the
registrant on Form S-8 (1) No. 33-27916, filed April 10, 1989, and amended
thereafter, which incorporates by reference therein Registration Statements on
Form S-8 Nos. 2-90276, 2-63951 and 1-50710, and all amendments thereto, all
relating to shares issuable and deliverable under The Gillette Company 1971
Stock Option Plan and 1974 Stock Purchase Plan and on Form S-7 No. 2-41016
relating to shares issuable and deliverable under The Gillette Company 1971
Stock Option Plan; (2) No. 33-9495, filed October 20, 1986, and all amendments
thereto, relating to shares and plan interests in The Gillette Company
Employees' Savings Plan; (3) No. 2-93230, filed September 12, 1984, and all
amendments thereto, relating to shares and plan interests in the
 
                                        9
<PAGE>   11
 
Oral B Laboratories Savings Plan; (4) No. 33-56218, filed December 23, 1992,
relating to shares and plan interests in The Gillette Company Employees' Savings
Plan; (5) No. 33-52465, filed March 1, 1994, and all amendments thereto,
relating to shares issuable and deliverable under The Gillette Company Global
Employee Stock Ownership Plan; (6) No. 33-53257, filed April 25, 1994, and all
amendments thereto, relating to shares issuable and deliverable under The
Gillette Company Outside Director's Stock Ownership Plan; (7) No. 33-53258,
filed April 25, 1994, and all amendments thereto, relating to shares issuable
and deliverable under The Gillette Company 1971 Stock Option Plan; (8) No.
33-59125, filed May 5, 1995, and all amendments thereto, relating to shares and
plan interests in The Gillette Company Employees' Savings Plan; (9) No. 33-63707
filed October 26, 1995, and all amendments thereto, relating to shares and plan
interests in the Parker Pen 401(K) Plan; (10) No. 333-19133 filed December 31,
1996, and all amendments thereto, relating to shares issuable and deliverable
under the Duracell Shares Plan and Stock Option Plan for Key Employees of
Duracell International Inc. and Subsidiaries and (11) No. 333-25533 filed April
21, 1997, and all amendments thereto, relating to shares issuable and
deliverable under The Gillette Company 1971 Stock Option Plan.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event a claim for indemnification against such liabilities (other than the
payments by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
 
                                       10
<PAGE>   12
 
                          INDEPENDENT AUDITORS' REPORT
 
The Stockholders and Board of Directors
of THE GILLETTE COMPANY:
 
     Under date of February 11, 1999, we reported on the consolidated balance
sheet of The Gillette Company and subsidiary companies as of December 31, 1998
and 1997, and the related consolidated statements of income, cash flows and
stockholders' equity for each of the years in the three-year period ended
December 31, 1998, as contained in the 1998 Annual Report to Stockholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the annual report on Form 10-K for the year 1998. In connection
with our audits of the aforementioned consolidated financial statements, we also
audited the financial statement schedule on page 12 of this report. The
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion on the financial statement schedule
based on our audits.
 
     In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
 
                                            KPMG PEAT MARWICK LLP
 
Boston, Massachusetts
February 11, 1999
 
                                       11
<PAGE>   13
 
                 THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
 
                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
 
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
 
                             (MILLIONS OF DOLLARS)
 
<TABLE>
<CAPTION>
                                                             ADDITIONS           DEDUCTIONS
                                                       ----------------------    ----------
                                                       CHARGED                     LOSSES
                                         BALANCE AT       TO                      CHARGED      BALANCE AT
                                         BEGINNING      PROFIT     CHARGED TO        TO          END OF
              DESCRIPTION                 OF YEAR      AND LOSS      OTHER        RESERVES        YEAR
              -----------                ----------    --------    ----------     --------     ----------
<S>                                      <C>           <C>         <C>           <C>           <C>
1998
-----
  Reserves deducted from assets:
     Receivables.......................     $74          $43           --           $38           $79
                                            ===          ===          ===           ===           ===
1997
-----
  Reserves deducted from assets:
     Receivables.......................     $81          $42           --           $49           $74
                                            ===          ===          ===           ===           ===
1996
-----
  Reserves deducted from assets:
     Receivables.......................     $82          $42          $ 1*          $44           $81
                                            ===          ===          ===           ===           ===
</TABLE>
 
* Acquisition balances
 
                                       12
<PAGE>   14
 
                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) 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           CHARLES W. CRAMB
                                            ------------------------------------
                                                      Charles W. Cramb
                                                Senior Vice President, Chief
                                                  Financial Officer and
                                                Principal Accounting Officer
Date: March 31, 1999
 
     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.
 
<TABLE>
<CAPTION>
                     SIGNATURES                                        TITLE                       DATE
                     ----------                                        -----                       ----
<S>                                                    <C>                                    <C>
 
                 *  ALFRED M. ZEIEN                            Chairman of the Board          March 31, 1999
-----------------------------------------------------  of Directors, Chief Executive Officer
                    Alfred M. Zeien                                and Director
 
                *  MICHAEL C. HAWLEY                    President, Chief Operating Officer    March 31, 1999
-----------------------------------------------------              and Director
                   Michael C. Hawley
 
                 *  CHARLES W. CRAMB                          Senior Vice President,          March 31, 1999
-----------------------------------------------------       Chief Financial Officer and
                  Charles W. Cramb                         Principal Accounting Officer
 
                *  WARREN E. BUFFETT                                 Director                 March 31, 1999
-----------------------------------------------------
                   Warren E. Buffett
 
                 *  WILBUR H. GANTZ                                  Director                 March 31, 1999
-----------------------------------------------------
                    Wilbur H. Gantz
 
                *  MICHAEL B. GIFFORD                                Director                 March 31, 1999
-----------------------------------------------------
                   Michael B. Gifford
 
                *  CAROL R. GOLDBERG                                 Director                 March 31, 1999
-----------------------------------------------------
                   Carol R. Goldberg
 
                *  HERBERT H. JACOBI                                 Director                 March 31, 1999
-----------------------------------------------------
                   Herbert H. Jacobi
 
                 *  HENRY R. KRAVIS                                  Director                 March 31, 1999
-----------------------------------------------------
                    Henry R. Kravis
 
                *  JORGE PAULO LEMANN                                Director                 March 31, 1999
-----------------------------------------------------
                   Jorge Paulo Lemann
 
               *  RICHARD R. PIVIROTTO                               Director                 March 31, 1999
-----------------------------------------------------
                  Richard R. Pivirotto
 
             *  ALEXANDER B. TROWBRIDGE                              Director                 March 31, 1999
-----------------------------------------------------
                Alexander B. Trowbridge
 
                 *  MARJORIE M. YANG                                 Director                 March 31, 1999
-----------------------------------------------------
                    Marjorie M. Yang
 
                                                                       *By CHARLES W. CRAMB
                                                        ---------------------------------------------------
                                                                         Charles W. Cramb
                                                                        as Attorney-In-Fact
</TABLE>
 
                                       13