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                                                                   Exhibit 10(a)

                              THE GILLETTE COMPANY
                       1971 STOCK OPTION PLAN, AS AMENDED


     1.   PURPOSE. The purpose of the 1971 Stock Option Plan (hereinafter
referred to as the "Plan") is to provide a special incentive to selected key
salaried employees of The Gillette Company (hereinafter referred to as the
"Company") and of its subsidiaries and to the non-employee members of the Board
of Directors of the Company to promote the Company's business. The Plan is
designed to accomplish this purpose by offering such employees and non-employee
directors a favorable opportunity to purchase shares of the common stock of the
Company so that they will share in the success of the Company's business. For
purposes of the Plan a subsidiary is any corporation in which the Company owns,
directly or indirectly, stock possessing fifty percent or more of the total
combined voting power of all classes of stock or over which the Company has
effective operating control.

     2.   ADMINISTRATION. The Plan shall be administered by the Personnel
Committee heretofore established by the Board of Directors of the Company, no
member of which shall be an employee of the Company or of any subsidiary. The
Committee shall have authority, not inconsistently with the Plan, (a) to
determine which of the key salaried employees of the Company and its
subsidiaries shall be granted options; (b) to determine whether the options
granted to any employees shall be incentive stock options within the meaning of
the Internal Revenue Code or non-qualified stock options or both; provided,
however, that with respect to options granted after December 31, 1986, in no
event shall the fair market value of the stock (determined at the time of grant
of the options) subject to incentive stock options within the meaning of the
Internal Revenue Code which first became exercisable by any employee in any
calendar year exceed $100,000 (and, to the extent such fair market value exceeds
$100,000, the later granted options shall be treated as non-qualified stock
options); (c) to determine the time or times when options shall be granted to
employees and the number of shares of common stock to be subject to each such
option provided, however, subject to adjustment as provided in Section 9 of the
Plan, in no event shall any employee be granted options covering more than
800,000 shares of common stock in any calendar year; (d) with respect to options
granted to employees, to determine the option price of the shares subject to
each option and the method of payment of such price; (e) with respect to options
granted to employees, to determine the time or times when each option becomes
exercisable and the duration of the exercise period; (f) to prescribe the form
or forms of the instruments evidencing any options granted under the Plan and of
any other instruments required under the Plan and to change such forms from time
to time; (g) to make all determinations as to the terms of any sales of common
stock of the Company to employees under Section 8; (h) to adopt, amend and
rescind rules and regulations for the administration of the Plan and the options
and for its own acts and proceedings; and (i) to decide all questions and settle
all controversies and disputes which may arise in connection with the Plan. All
decisions, determinations and interpretations of the Committee shall be binding
on all parties concerned.

     3.   PARTICIPANTS. The participants in the Plan shall be such key salaried
employees of the Company or of any of its subsidiaries, whether or not also
officers or directors, as may be selected from time to time by the Committee in
its discretion, subject to the provisions of Section 8. In addition, each
non-employee director shall be a participant in the Plan. In any grant of
options after the initial grant, or

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any sale made under Section 8 after the initial sale, employees who were
previously granted options or sold shares under the Plan may be included or
excluded.

     4.   LIMITATIONS. No option shall be granted under the Plan and no sale
shall be made under Section 8 after April 18, 2002, but options theretofore
granted may extend beyond that date. Subject to adjustment as provided in
Section 9 of the Plan, the number of shares of common stock of the Company,
which may be delivered under the Plan, shall not exceed 158,800,000 in the
aggregate. To the extent that any option granted under the Plan shall expire or
terminate unexercised or for any reason become unexercisable as to any shares
subject thereto, such shares shall thereafter be available for further grants
under the Plan, within the limit specified above.

     5.   STOCK TO BE DELIVERED. Stock to be delivered under the Plan may
constitute an original issue of authorized stock or may consist of previously
issued stock acquired by the Company, as shall be determined by the Board of
Directors. The Board of Directors and the proper officers of the Company shall
take any appropriate action required for such delivery.

     6.   TERMS AND CONDITIONS OF OPTIONS GRANTED TO EMPLOYEES. All options
granted to either non-employee directors or employees shall be subject to
Section 6 Paragraph (c) Subparagraphs (4) and (5). All options granted to
employees under the Plan shall be subject to all the following additional terms
and conditions (except as provided in Sections 7 and 8 below) and to such other
terms and conditions as the Committee shall determine to be appropriate to
accomplish the purposes of the Plan:

               (a) OPTION PRICE. The option price under each option shall be
          determined by the Committee and shall be not less than l00 percent of
          the fair market value per share at the time the option is granted. If
          the Committee so directs, an option may provide that if an employee
          Participant who was an employee participant at the time of the grant
          of the option and who is not an officer or director of the Company at
          the time of any exercise of the option, he shall not be required to
          make payment in cash or equivalent at that time for the shares
          acquired on such exercise, but may at his election pay the purchase
          price for such shares by making a payment in cash or equivalent of not
          less than five percent of such price and entering into an agreement,
          in a form prescribed by the Committee, providing for payment of the
          balance of such price, with interest at a specified rate, but not less
          than four percent, over a period not to exceed five years and
          containing such other provisions as the Committee in its discretion
          determines. In addition, if the Committee so directs, an option may
          provide for a guarantee by the Company of repayment of amounts
          borrowed by the Participant in order to exercise the option, provided
          he is not an officer or director of the Company at the time of such
          borrowing, or may provide that the Company may make a loan, guarantee,
          or otherwise provide assistance as the Committee deems appropriate to
          enable the Participant to exercise the option, provided that no such
          loan, guarantee, or other assistance shall be made without approval of
          the Board of Directors as required by law.

               (b) PERIOD OF OPTIONS. The period of an option shall not exceed
          ten years from the date of grant.


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               (c)  EXERCISE OF OPTION.

                    (1) Each option held by a participant other than a
               non-employee director should be made exercisable at such time or
               times, whether or not in installments, as the Committee shall
               prescribe at the time the option is granted. In the case of an
               option held by a participant other than a non-employee director
               which is not immediately exercisable in full, the Committee may
               at any time accelerate the time at which all or any part of the
               option may be exercised.

                    (2) Options intended to be incentive stock options, as
               defined in the Internal Revenue Code, shall contain and be
               subject to such provisions relating to the exercise and other
               matters as are required of incentive stock options under the
               applicable provisions of the Internal Revenue Code and Treasury
               Regulations, as from time to time in effect, and the Secretary of
               the Committee shall inform optionees of such provisions.

                    (3) Each incentive stock option within the meaning of the
               Internal Revenue Code granted on or before December 31, 1986
               shall contain and be subject to the following provision:

                    This option shall not be exercisable while there is
                    outstanding (within the meaning of Section 422A(c)(7) of the
                    Internal Revenue Code of l954, as amended) any incentive
                    stock option (as that term is defined in said Code) which
                    was granted to the Participant before the granting of this
                    option to purchase stock in his employer corporation
                    (whether The Gillette Company or a parent or subsidiary
                    corporation thereof), or in a corporation which at the time
                    of the granting of this option is a parent or subsidiary
                    corporation of the employer corporation, or in a predecessor
                    corporation of any such corporation.

                    Each incentive stock option within the meaning of the
               Internal Revenue Code granted after December 31, 1986 shall not
               be subject to the above provision.

                    (4) Payment for Delivery of Shares. Upon exercise of any
               option, payment in full in the form of cash or a certified bank,
               or cashier's check or, with the approval of the Secretary of the
               Committee, in whole or part Common Stock of the Company at fair
               market value, which for this purpose shall be the closing price
               on the business day preceding the date of exercise, shall be made
               at the time of such exercise for all shares then being purchased
               thereunder, except in the case of an exercise to which the
               provisions of the second sentence of subsection (a) above are
               applicable.

                    The purchase price payable by any person, other than a
               non-employee director, who is not a citizen or resident of the
               United States of America and who is an employee of a foreign
               subsidiary at the time payment is due shall, if the Committee so
               directs, be paid to such subsidiary in the currency of the
               country in which such subsidiary is located, computed at such
               exchange rate as the Committee may direct. The amount of each
               such payment may, in the discretion of the Committee, be
               accounted for on the books of such


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               subsidiary as a contribution to its capital by the Company. The
               Company shall not be obligated to deliver any shares unless and
               until, in the opinion of the Company's counsel, all applicable
               federal and state laws and regulations have been complied with,
               nor, in the event the outstanding common stock is at the time
               listed upon any stock exchange, unless and until the shares to be
               delivered have been listed or authorized to be added to the list
               upon official notice of issuance upon such exchange, nor unless
               or until all other legal matters in connection with the issuance
               and delivery of shares have been approved by the Company's
               counsel. Without limiting the generality of the foregoing, the
               Company may require from the Participant such investment
               representation or such agreement, if any, as counsel for the
               Company may consider necessary in order to comply with the
               Securities Act of 1933 and may require that the Participant agree
               that any sale of the shares will be made only on the New York
               Stock Exchange or in such other manner as is permitted by the
               Committee and that he will notify the Company when he makes any
               disposition of the shares whether by sale, gift, or otherwise.
               The Company shall use its best efforts to effect any such
               compliance and listing, and the Participant shall take any action
               reasonably requested by the Company in such connection. A
               Participant shall have the rights of a shareholder only as to
               shares actually acquired by him under the Plan.

                    (5) Notwithstanding any other provision of this Plan, if
               within one year of a Change in Control, as hereinafter defined,
               the employment of an employee Participant is terminated for any
               reason other than willful misconduct or the service as a director
               of a non-employee director is terminated, all his outstanding
               options which are not yet exercisable shall become immediately
               exercisable and all the rights and benefits relating to such
               options including, but not limited to, periods during which such
               options may be exercised shall become fixed and not subject to
               change or revocation by the Company; provided, that in the case
               of any incentive stock option (the "second option") which is not
               exercisable by reason of a previously granted incentive stock
               option which is still "outstanding" within the meaning of section
               422A(c)(7) of the Internal Revenue Code (as in effect before the
               amendments made by the Tax Reform Act of 1986), the second option
               shall not be exercisable until the earlier outstanding option is
               exercised in full or expires by reason of the lapse of time. For
               purposes of the foregoing, a Change in Control shall mean the
               happening of any of the following events:

                         (A) Any person within the meaning of Sections 13(d) and
                    14(d) of the Securities Exchange Act of 1934 (the "1934
                    Act"), other than the Company or any of its subsidiaries,
                    has become the beneficial owner, within the meaning of Rule
                    13d-3 under the 1934 Act, of 20% or more of the combined
                    voting securities of the Company;

                         (B) A tender offer or exchange offer, other than an
                    offer by the Company, pursuant to which shares of the
                    Company's common stock have been purchased;

                         (C) The stockholders or directors of the Company have
                    approved an agreement to merge or consolidate with or into
                    another corporation and the Company is not the surviving
                    corporation or an agreement to sell or otherwise dispose of
                    all or substantially all of the Company's assets (including
                    a plan of liquidation); or


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                         (D) During any period of two consecutive years,
                    individuals who at the beginning of such period constituted
                    the board of directors cease for any reason to constitute at
                    least a majority thereof. For this purpose, new directors
                    who were elected, or nominated (or approved for nomination
                    in the case of nomination by a Committee of the Board) for
                    election by shareholders of the Company, by at least two
                    thirds of the directors then still in office who were, or
                    are deemed to have been directors at the beginning of the
                    period, shall be deemed to have been directors at the
                    beginning of the period.

               (d)  NONTRANSFERABILITY OF OPTIONS. No option may be transferred
          by the Participant otherwise than by will or by the laws of descent
          and distribution, and during the Participant's lifetime the option may
          be exercised only by him.

               (e)  NONTRANSFERABILITY OF SHARES. If the Committee so
          determines, an option granted to an employee may provide that, without
          prior consent of the Committee, shares acquired by exercise of the
          option shall not be transferred, sold, pledged or otherwise disposed
          of within a period not to exceed one year from the date the shares are
          transferred to the Participant upon his exercise of the option or
          prior to the satisfaction of all indebtedness with respect thereto, if
          later.

               (f)  TERMINATION OF EMPLOYMENT. If the employment of an employee
          Participant terminates for any reason other than his death, he may,
          unless discharged for cause which in the opinion of the Committee
          casts such discredit on him as to justify termination of his option,
          thereafter exercise his option as provided below:

                    (i) If such termination of employment is voluntary on the
               part of the employee Participant, he may exercise his option only
               within 30 days after the date of termination of his employment
               (unless a longer period not in excess of three months is allowed
               by the Committee).

                    (ii) If such termination of employment is involuntary on the
               part of the employee Participant, he may exercise his option only
               within three months after the date of termination of his
               employment.

                    (iii) If such termination of employment is on account of the
               employee Participant's total and permanent disability, he may
               exercise his option only within one year after the date of
               termination of his employment.

                    (iv) Notwithstanding the above, if an employee Participant
               (a) upon termination of the employment with the Company begins
               receiving early or normal retirement benefits under The Gillette
               Company Retirement Plan, (b) upon termination of employment with
               a subsidiary begins receiving retirement benefits under a
               retirement plan maintained by or to which the subsidiary
               contributes, or (c) leaves the employment of a subsidiary which
               does not maintain or contribute to a retirement plan for the
               benefit of the Participant at a time when the Participant would
               have been eligible to begin receiving early or normal retirement


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               benefits under The Gillette Company Retirement Plan had the
               individual been a participant of that Plan, he may exercise (I)
               any option granted prior to January 1, 1994, other than an option
               designated as an incentive stock option hereunder, within a
               period not to exceed two years after his retirement date, (II)
               any option granted after December 31, 1993 and prior to April
               17,1997, other than an option designated an incentive stock
               option hereunder, within a period not to exceed three years after
               his retirement date, (III) any option granted prior to April 17,
               1997 and designated an incentive stock option hereunder within a
               period not to exceed three months after his retirement date, and
               (IV) any option granted after April 16, 1997 within a period not
               to exceed five years after his retirement date, provided that
               such option shall cease to qualify as an incentive stock option
               under the Internal Revenue Code if not exercised within three
               months after his retirement date.

               The Committee may, in its sole discretion, terminate any such
          option at or any time after the date when that option otherwise would
          have terminated as a result of the termination of the Participant's
          employment, if it deems such action to be in the best interests of the
          Company. In no event, however, may any Participant exercise any option
          (i) which was not exercisable on the date he ceased to be an employee,
          except in the case of options granted at least one year prior to a
          Participant's cessation of employment on account of retirement or
          total and permanent disability, or (ii) after the expiration of the
          option period. For the purposes of this Paragraph (f), a Participant's
          employment shall not be considered terminated in the case of a sick
          leave or other bona fide leave of absence approved by the Company or a
          subsidiary in conformance with the applicable provisions of the
          Internal Revenue Code or Treasury Regulations, or in the case of a
          transfer to the employment of a subsidiary or to the employment of the
          Company.

               (g) DEATH. If a Participant dies while holding an option which
          had been granted at least one year prior to the date of death, then at
          any time or times within one year after his death (or with respect to
          employee Participants such further period as the Committee may allow)
          such option may be exercised, as to all or any of the shares covered
          by such option, by his executor or administrator of the person or
          persons to whom the option is transferred by will or the applicable
          laws of descent and distribution, and except as so exercised the
          option shall expire after the expiration of such period. In no event,
          however, may any option be exercised after the expiration of the
          option period.

     7.   REPLACEMENT OPTIONS. The Company may grant options under the Plan on
terms differing from those provided for in Section 6 where such options are
granted in substitution for options held by employees of other corporations who
concurrently become employees of the Company or a subsidiary as the result of a
merger or consolidation of the employing corporation with the Company or
subsidiary, or the acquisition by the Company or a subsidiary of property or
stock of the employing corporation. The Committee may direct that the substitute
options be granted on such terms and conditions as the Committee considers
appropriate in the circumstances.

     Notwithstanding anything contained in this Plan, the Committee shall have
authority, with respect to any options granted or to be granted to employees or
outstanding installment Purchase Agreements of participants other than
non-employee directors under this Plan, to extend the time for payment of any
and all installments, to modify the amount of any installment, to amend
outstanding


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option certificates to provide for installment payments or to take any other
action which it may, in its discretion, deem necessary, provided that: (1)
interest on the unpaid balance under any outstanding Purchase Agreement at the
rate of at least four percent (4%) per annum shall continue to be due and
payable quarterly during the period of any deferral of payment; (2) all such
installment Purchase Agreements and unexercised options, shall at all times be
in accordance with the applicable provisions of Regulation G of the Board of
Governors of the Federal Reserve System, as from time to time amended, and with
all other applicable legal requirements; (3) no such action by the Committee
shall jeopardize the status of stock options as incentive stock options under
the Internal Revenue Code.

     8.   FOREIGN EMPLOYEES. The Company may grant options under the Plan on
terms differing from those provided for in Section 6 where such options are
granted to employee Participants who are not citizens or residents of the United
States of America if the Committee determines that such different terms are
appropriate in view of the circumstances of such Participants, provided,
however, that such options shall not be inconsistent with the provisions of
Section 6(a) or Section 6(b).

     In addition, if the Committee determines that options are inappropriate for
any key salaried employees who are not citizens or residents of the United
States of America, whether because of the tax laws of the foreign countries in
which such employees are residents or for other reasons, the Board of Directors
may authorize special arrangements for the sale of shares of common stock of the
Company to such employees, whether by the Company, or a subsidiary, or other
person. Such arrangements may, if approved by the Board of Directors, include
the establishment of a trust by the foreign subsidiary, which is the employer of
the key salaried employees, designated by such subsidiary, to whom the shares
are to be sold. Such arrangements shall provide for a purchase price of not less
than the fair market value of the stock at the date of sale and a maximum annual
grant per participant of options to purchase 800,000 shares of common stock and
may provide that the purchase price be paid over a period of not more than ten
years, with or without interest, and that such employees have the right, with or
without payment of a specified premium, to require the seller of the shares to
repurchase such shares at the same price, subject to specified conditions. Such
arrangements may also include provisions deemed appropriate as to acceleration
or prepayment of the balance of the purchase price, restrictions on the transfer
of the shares by the employee, representations or agreements by the employee
about his investment purposes and other miscellaneous matters.

     9.   CHANGES IN STOCK. In the event of a stock dividend, split-up or
combinations of shares, recapitalization or merger in which the Company is the
surviving corporation, or other similar capital change, the number and kind of
shares of stock or securities of the Company to be subject to the Plan and to
options then outstanding or to be granted thereunder, the maximum number of
shares or securities which may be issued or sold under the Plan, the maximum
annual grant for each participant, the automatic annual grant for each
non-employee director, the option price and other relevant provisions shall be
appropriately adjusted by the Board of Directors of the Company, whose
determination shall be binding on all persons. In the event of a consolidation
or a merger in which the Company is not the surviving corporation or which
results in the acquisition of substantially all the Company's outstanding stock
by a single person or entity or by a group of persons and/or entities acting in
concert, or in the event of complete liquidation of the Company, all outstanding
options shall thereupon terminate, provided that (i) at least twenty days prior
to the effective date of any such consolidation or merger, the Board of
Directors shall with respect to employee participants either (a)


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make all outstanding options immediately exercisable, or (b) arrange to have the
surviving corporation grant replacement options to the employee Participants and
(ii) in the case of option grants to non-employee directors, all outstanding
options not otherwise exercisable shall become exercisable on the twentieth day
prior to the effective date of the merger.

     10.  EMPLOYMENT RIGHTS. The adoption of the Plan does not confer upon any
employee of the Company or a subsidiary any right to continued employment with
the Company or a subsidiary, as the case may be, nor does it interfere in any
way with the right of the Company or a subsidiary to terminate the employment of
any of its employees at any time.

     11.  THE COMMITTEE MAY AT ANY TIME DISCONTINUE GRANTING OPTIONS UNDER THE
PLAN. The Board of Directors of the Company or the Personnel Committee of the
Board of Directors if and to the extent authorized, may at any time or times
amend the Plan or amend any outstanding option or options or arrangements
established under Section 8 for the purpose of satisfying the requirements of
any changes in applicable laws or regulations or for any other purpose which may
at the time be permitted by law, provided that (except to the extent required or
permitted under Section 9 and, with respect to clauses (b) and (f) below, except
to the extent required or permitted under Section 7) no such amendment shall,
without the approval of the stockholders of the Company, (a) increase the
maximum number of shares available under the Plan or the maximum annual grant
per participant other than as permitted under Section 9, (b) reduce the minimum
option price of options thereafter to be granted below the price provided for in
Section 6(a), except that the Plan may be amended to provide that the minimum
option price of non-qualified stock options thereafter to be granted to
employees may be not less than 95% of the fair market value at the date of grant
if the Board determines that such amendment is necessary for tax reasons to
carry out the objectives of the Plan, (c) reduce the price at which shares of
common stock of the Company may be sold under Section 8 below the price provided
for in Section 8, (d) reduce the option price of outstanding options, (e) extend
the time within which options may be granted, (f) extend the period of an
outstanding option beyond ten years from the date of grant, (g) amend the
provisions of Section 12 with respect to the terms and conditions of options to
non-employee directors and further provided no such amendment shall adversely
affect the rights of any Participant (without his consent) under any option
theretofore granted or other contractual arrangements theretofore entered into
or after a Change in Control deprive any Participant of any right or benefit
which became operative in the event of a Change in Control. Notwithstanding the
above, in no event may the provisions of Section 12 be amended more than once
every six months, other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act, or the rules thereunder.

     12.  TERMS AND CONDITIONS OF OPTIONS GRANTED TO NON-EMPLOYEE DIRECTORS.
Effective at the close of business on the second business day after the 1992
Annual Meeting of Shareholders of the Company and on the second business day
after each Annual Meeting thereafter, each non-employee director shall be
automatically granted a non-incentive stock option to purchase 4,000 shares of
the common stock of the Company upon the following terms and conditions:

          (a)  OPTION PRICE. The option price under each option shall be the
     fair market value on the date of grant, which for this purpose is defined
     as the average between the high and the low price of the common stock on
     the NYSE Composite Transaction listing.


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          (b)  OPTION PERIOD. The period of an option shall be ten years from
     the date of grant.

          (c)  OPTION EXERCISE. Each option shall become exercisable on the
     earlier of the first Annual Meeting following the date of grant or the
     first anniversary of the date of grant except as otherwise provided under
     Section 6 Paragraph c Subparagraph 5 of this Plan. Any option, otherwise
     exercisable, may be exercised during the period a non-employee director
     remains a member of the Board of Directors and for a period of three months
     following the date a non-employee director ceases to be a director except
     in the case where the non-employee director is or will be eligible to
     receive benefits under the Company's Retirement Plan for Directors when
     membership on the Board of Directors ends and where the non-employee
     director continues to be so eligible as of the date of exercise, that
     non-employee director's options shall be exercisable for a period of two
     years with respect to options granted before 1994 and three years for
     options granted after 1993 from the date membership on the Board of
     Directors ceases.

          If a non-employee director dies at the time when the non-employee
     director is entitled to exercise an option, then at any time or times
     within one year after that non-employee director's death that non-employee
     director's option may be exercised in accordance with the provisions of
     Section 6 Paragraph (g) of the Plan. In no event shall any option be
     exercised after the expiration of the option period.

          (d)  PAYMENT FOR DELIVERY OF SHARES. Payment for the shares shall be
     made in accordance with the provisions of Section 6 Paragraph c
     Subparagraph 4 of this Plan.

          (e)  NONTRANSFERABILITY OF OPTIONS. No option may be transferred by a
     non-employee director otherwise than by will or by the laws of descent and
     distribution, and during the non-employee director's lifetime the option
     may be exercised only by the non-employee director.


March 18, 1999


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