<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-K/A
                                 Amendment No. 1

(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, 2002

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      (I.R.S. Employer Identification No.)
      incorporation or organization)

      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             Name of each exchange on which registered
      Common Stock, $1.00 par value   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 ([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. [ ]

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, 2002, (the last day of our most recently completed second quarter) was
approximately $32,524,000,000.*

The number of shares of Gillette Common Stock outstanding as of January 31,
2003, was 1,044,224,346.
<PAGE>
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 2002 Annual      Parts I and II
             Report to Stockholders (the "2002
             Annual Report")

2.           The Gillette Company 2003 Proxy       Part III
             Statement (the "2003 Proxy
             Statement")
</TABLE>

      *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>
                                    AMENDMENT

      The purpose of this Amendment is to restate the List of Subsidiaries of
The Gillette Company filed as Exhibit 21.

                                     PART IV
   ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

      A. Financial Statements, Schedules and Exhibits

      Financial Statements

      The following appear in this report at the pages indicated below and are
      incorporated into Part II by reference.

<TABLE>
<S>                                                <C>
(1)    Independent Auditors' Report                Page 31

(2)    Consolidated Statement of Income for the    Page 32
       Years Ended December 31, 2002, 2001 and
       2000

(3)    Consolidated Balance Sheet at December 31,  Page 33
       2002 and 2001

(4)    Consolidated Statement of Cash Flows for    Page 34
       the Years Ended December 31, 2002, 2001
       and 2000

(5)    Consolidated Statement of Stockholders'     Page 35
       Equity for the Years Ended December 31,
       2002, 2001 and 2000

(6)    Notes to Consolidated Financial Statements  Pages 36 through 55

(7)    Computation of Per Share Earning            Pages 32, 38, 39, 40, 55, 56
</TABLE>

      Schedules

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

      Exhibits

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 on January 11,
            2001, Commission File No. 1-922, incorporated by reference
            herein.

      (b)   The Bylaws of The Gillette Company, as amended March 14, 2002, filed
            as Exhibit 3(a) to The Gillette Company Quarterly Report on Form
            10-Q for the period ended March 31, 2002, 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 herewith.

      (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.

      (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.
<PAGE>
      (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)   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.

      (f)   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.

            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
            as Exhibit 10(a) 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.

      * (b) 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.

      * (c) The Gillette Company Incentive Bonus Plan, as amended, filed as
            Appendix D to the 2001 Proxy Statement, Commission File No. 1-922,
            incorporated by reference herein.

      * (d) 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.

      * (e) 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.

      * (f) Employment Agreement, dated January 19, 2001, between The Gillette
            Company and James M. Kilts, as amended, filed as Exhibit 10(a) to
            The Gillette Company Quarterly Report on Form 10-Q for the period
            ended September 30, 2001, Commission File No. 1-922, incorporated by
            reference herein.

       *(g) Amendment to Employment Agreement, dated January 19, 2001, between
            The Gillette Company and James M. Kilts, filed as Exhibit 10.1 to
            The Gillette Company Quarterly Report on Form 10-Q for the period
            ended September 30, 2002, Commission File No. 1-922 incorporated by
            reference herein.

      * (h) Stock Option Agreement, dated January 19, 2001, between The
            Gillette Company and James M. Kilts, filed herewith. (Filed
            previously as Exhibit A to Employment Agreement, dated January 19,
            2001, between The Gillette Company and James M. Kilts, as amended,
            filed as Exhibit 10(a) to The Gillette Company Quarterly Report on
            Form 10-Q for the period ended September 30, 2001, Commission File
            No. 1-922.)

      * (i) 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.
<PAGE>
      * (j) Form of Agreement Relating to Change of Control between The
            Gillette Company and its Executive Officers, filed as Exhibit 10(j)
            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) 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(k) 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.

        (l) 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.

      * (m) Description of The Gillette Company Personal Financial Planning
            Reimbursement Program, as amended, filed as Exhibit 10(q) 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.

      * (n) 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.

      * (o) 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.

      * (p) 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.

        (q) $1,100,000,000 364-Day Credit Agreement, dated as of October 15,
            2002, among The Gillette Company, JPMorgan Chase Bank, as agent, and
            a syndicate of domestic and foreign banks, filed as Exhibit 10.2 to
            The Gillette Company Quarterly Report on Form 10-Q for the period
            ended September 30, 2002, Commission File No. 1-922, incorporated by
            reference herein.

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

13    Portions of the 2002 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    Independent Auditors' Consent, filed herewith.

24    Power of Attorney, filed herewith.

99    Additional Exhibits

      (a)   Certification pursuant to 18 U.S.C. Section 1350 by the Chief
            Executive Officer, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002, filed herewith.
<PAGE>
      (b)   Certification pursuant to 18 U.S.C. Section 1350 by the Chief
            Financial Officer, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002, filed herewith.

* Management contract or compensatory plan or arrangement.

B. REPORTS ON FORM 8-K IN THE FOURTH QUARTER

      The Company filed a current report on Form 8-K on October 29, 2002,
containing one exhibit: the press release issued by the Company on October 25,
2002.
<PAGE>
      SIGNATURES

      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 12, 2003
<PAGE>
CERTIFICATION

I, James M. Kilts, certify that:

1. I have reviewed this annual report on Form 10-K of The Gillette Company;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

   a) designed such disclosure controls and procedures to ensure that material
   information relating to the registrant, including its consolidated
   subsidiaries, is made known to us by others within those entities,
   particularly during the period in which this annual report is being prepared;

   b) evaluated the effectiveness of the registrant's disclosure controls and
   procedures as of a date within 90 days prior to the filing date of this
   annual report (the "Evaluation Date"); and

   c) presented in this annual report our conclusions about the effectiveness of
   the disclosure controls and procedures based on our evaluation as of the
   Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

   a) all significant deficiencies in the design or operation of internal
   controls which could adversely affect the registrant's ability to record,
   process, summarize and report financial data and have identified for the
   registrant's auditors any material weaknesses in internal controls; and

   b) any fraud, whether or not material, that involves management or other
   employees who have a significant role in the registrant's internal controls;
   and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Date: March 12, 2003



                                          /s/ JAMES M. KILTS
                                          ------------------
                                          James M. Kilts
                                          Chairman of the Board, Chief Executive
                                          Officer
<PAGE>
CERTIFICATION

I, Charles W. Cramb, certify that:

1. I have reviewed this annual report on Form 10-K of The Gillette Company;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

   a) designed such disclosure controls and procedures to ensure that material
   information relating to the registrant, including its consolidated
   subsidiaries, is made known to us by others within those entities,
   particularly during the period in which this annual report is being prepared;

   b) evaluated the effectiveness of the registrant's disclosure controls and
   procedures as of a date within 90 days prior to the filing date of this
   annual report (the "Evaluation Date"); and

   c) presented in this annual report our conclusions about the effectiveness of
   the disclosure controls and procedures based on our evaluation as of the
   Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

   a) all significant deficiencies in the design or operation of internal
   controls which could adversely affect the registrant's ability to record,
   process, summarize and report financial data and have identified for the
   registrant's auditors any material weaknesses in internal controls; and

   b) any fraud, whether or not material, that involves management or other
   employees who have a significant role in the registrant's internal controls;
   and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Date: March 12, 2003



                                          /s/ CHARLES W. CRAMB
                                          --------------------
                                          Charles W. Cramb
                                          Senior Vice President, Chief Financial
                                          Officer