<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, 1999
                                       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 29, 2000 was approximately $32,315,000,000.*

     The number of shares of Gillette Common Stock outstanding as of February
29, 2000 was 1,054,679,181.

                      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 1999 Annual Report to Stockholders
   (the "1999 Annual Report")...............................  Parts I and II
2. The Gillette Company 2000 Proxy Statement (The "2000
  Proxy Statement").........................................  Part III
</TABLE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
* This amount does not include the value of 140,312 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, a Delaware corporation incorporated in 1917, was
founded in 1901 by King C. Gillette, the inventor of the safety razor. Gillette
manufactures and sells a wide variety of consumer products throughout the world.
Gillette's primary businesses are:

     - Grooming, which includes male and female wet and dry shaving franchises
       and related toiletries.

     - Portable Power, including alkaline and specialty batteries.

     - Oral Care, including toothbrushes and power-assisted plaque removers.

     Gillette also manufactures and sells stationery products and small
household appliances. Gillette has manufacturing operations at 54 facilities in
20 countries and distributes products in over 200 countries and territories.

  Grooming

     Gillette is the global leader in the Blade and Razor segment of its
business. Its shaving systems include the Mach3(R), SensorExcel(R), Sensor(R),
and Trac II(R) brands, as well as disposable razors brands such as Custom
Plus(R) and Good News(R). The Company is also the world leader in the women's
wet shaving market. Gillette's female shaving systems include Gillette for Women
SensorExcel(R) and Sensor for Women(R) brands. In the second half of 2000,
Gillette expects to unveil a new female shaving system that incorporates
features of the Mach3 brand with features custom-designed for women.

     The Company sells electric shavers and electric hair epilators as part of
its Braun Products segment. These products include the world's number one foil
electric shaver for men and electric hair epilator for women. The Toiletries
segment includes deodorants, antiperspirants, shave preparations, and
after-shave products sold under the Gillette(R) Series, Right Guard(R), Soft &
Dri(R), Satin Care(R) and Dry Idea(R) brands.

  Portable Power

     In the Duracell Products segment, the Company is the global leader in
alkaline batteries, including premium-performing Duracell Ultra(R) batteries, as
well as Duracell(R) batteries, the best-selling brand of alkaline batteries in
the world.

  Oral Care

     The Company holds the global leadership positions in manual and
power-assisted plaque removal with its Oral-B(R) toothbrushes and Braun(R)
Oral-B plaque removers. The Company also manufactures and sells other oral care
products under the Oral-B brand as part of the Oral-B Products segment of its
business.

  Other Products

     The Company is a top seller of writing instruments and correction products.
The products in the Stationery Products segment consist of four major brands,
Paper Mate(R), Parker(R), Waterman(R), and Liquid Paper(R). The Company also
produces small household appliances through its Braun Products segment. The
Company is reviewing the strategic alternatives for these businesses. The
Company has reached an agreement to sell its White Rain(R) line of toiletry
products to a third party.

  Organizational Changes

     During 1999, the Company implemented the reorganization announced in the
fall of 1998, which created both business management and commercial operations
functions. Within commercial operations, which are organized geographically, the
Company established a single commercial unit in each market, responsible for

                                        1
<PAGE>   3

selling and trade marketing. In January 2000, the Company further streamlined
its organization by consolidating business management into a single, focused
unit responsible for global strategic marketing, product development,
manufacturing and distribution.

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 Company's 1999
Annual Report at page 33 and is incorporated herein by reference.

DISTRIBUTION

     In major geographic markets, Gillette products are sold directly to
retailers and to wholesalers for resale through retail stores. Braun personal
diagnostic appliances and Oral-B products are also sold directly to dental
professionals for distribution to patients. In small geographic 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 material to 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

     All of the Company's markets are highly competitive. Many of the Company's
competitors are larger and have greater resources than the Company. Grooming
products are 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 competitors worldwide in blades and razors
include Warner-Lambert Company, with its Schick product line and, in North
America and Europe, its Wilkinson Sword product line, 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. Toiletries 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. Portable power products compete on the basis of product performance,
innovation, price and in marketing, advertising and promotion. Competition in
oral care products is focused on product performance, price and professional
endorsement. Competition in writing instruments 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 small household appliance products is based primarily on product
performance, innovation and price, with numerous competitors.

                                        2
<PAGE>   4

EMPLOYEES

     At year-end, Gillette employed approximately 39,800 persons, nearly
three-quarters of them outside the United States.

RESEARCH AND DEVELOPMENT

     In 1999, research and development expenditures were $223 million, compared
with $209 million in 1998 and $212 million in 1997.

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

     Net sales and long-lived assets by geographic area for each of the last
three years appear in the 1999 Annual Report at page 34 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 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
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
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
Multi-segment packaging         Hemel Hempstead,               Leased
  operations                    UK Pkg. Ctr
                                Devens, MA, US Pkg. Ctr        Leased
</TABLE>

                                        3
<PAGE>   5

The above facilities are in good repair, meet the Company's needs adequately 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.
                            ------------------------

                                        4
<PAGE>   6

EXECUTIVE OFFICERS OF REGISTRANT

     Information regarding the Executive Officers of the Company as of March 16,
2000 is set out below.

<TABLE>
<CAPTION>
       NAME AND CURRENT POSITION                        FIVE-YEAR BUSINESS HISTORY                 AGE
       -------------------------                        --------------------------                 ---
<S>                                      <C>                                                       <C>
Michael C. Hawley                        Chairman of the Board and Chief Executive Officer since   62
  Chairman of the Board and Chief        April 1999; President and Chief Operating Officer, April
  Executive Officer                      1995 - April 1999; Executive Vice President,
                                         International Group, December 1993 - March 1995

Edward F. DeGraan                        Executive Vice President, Global Business Management      56
  Executive Vice President               since January 2000; Executive Vice President, Global
                                         Business Management, Gillette Grooming Products and
                                         Duracell, January 1999 - January 2000; 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  54
  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, Chairman's Office, since        61
  Executive Vice President               January 2000; Executive Vice President, Global Business
                                         Management, Diversified Group, January 1999 - January
                                         2000; 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

Charles W. Cramb                         Senior Vice President, Finance and Chief Financial        52
  Senior Vice President and              Officer since December 1999; Senior Vice President,
  Chief Financial Officer                Finance, Chief Financial Officer and Principal
                                         Accounting Officer, July 1997 - December 1999; Vice
                                         President and Controller, July 1995 - June 1997; Vice
                                         President, Finance, Planning and Administration,
                                         Diversified Group, October 1992 - June 1995

Robert E. DiCenso                        Senior Vice President, Personnel and Administration,      58
  Senior Vice President                  since July 1994; Vice President, Investor Relations,
                                         January 1993 - June 1994

Richard K. Willard                       Senior Vice President, Legal, since November 1999;        51
  Senior Vice President                  Partner, Steptoe & Johnson LLP, 1988 - October 1999

Mark N. Edoff                            Principal Accounting Officer, since December 1999;        40
  Principal Accounting Officer           Partner, KPMG LLP, July 1997 - November 1999; Senior
                                         Manager, KPMG LLP, 1991-June 1997
</TABLE>

                                        5
<PAGE>   7

     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.

                                        6
<PAGE>   8

                                    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 1999 Annual Report on the inside back cover under the
caption, "Common Stock," and at page 34 under the caption, "Quarterly Financial
Information," and is incorporated by reference. As of February 29, 2000, the
record date for the 2000 Annual Meeting, there were 57,340 Gillette stockholders
of record.

ITEM 6.  SELECTED FINANCIAL DATA

     The information required by this item appears in the 1999 Annual Report at
page 35 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 1999 Annual Report at
pages 13 through 17 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 ability of the Company to successfully reduce trade inventories to
       levels consistent with the changing needs of the more concentrated retail
       trade;

     - 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.

                                        7
<PAGE>   9

     - the effects of rapid technological change on product development,
       differentiation, acceptance and costs including technological advances of
       competitors;

     - 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 1999 Annual Report at
page 16 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 1999 Annual Report at the pages
indicated below and are incorporated by reference.

<TABLE>
<S>  <C>                                                           <C>
(1)  Independent Auditors' Report................................  Page 18
(2)  Consolidated Statement of Income for the Years Ended
     December 31, 1999, 1998 and 1997............................  Page 19
(3)  Consolidated Balance Sheet at December 31, 1999 and 1998....  Page 20
(4)  Consolidated Statement of Cash Flows for the Years Ended
     December 31, 1999, 1998 and 1997............................  Page 21
(5)  Consolidated Statement of Stockholders' Equity for the
     periods ended December 31, 1999, 1998 and 1997..............  Page 22
(6)  Notes to Consolidated Financial Statements..................  Pages 23
                                                                   through 34
(7)  Computation of per share earnings...........................  Pages 19, 23,
                                                                   24, 34 and 35
(8)  Quarterly Financial Information.............................  Page 34
</TABLE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     None.

                                    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 2000 Proxy Statement at pages 2 through 4 and at pages 7
and 8, under the caption "Company Transactions with Directors and Officers," and
at page 18 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 5.

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this item appears in the 2000 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 2000 Proxy Statement at
pages 6 and 7 under the caption "Stock Ownership of Five Percent Beneficial
Owners and Management" and is incorporated by reference.

                                        8
<PAGE>   10

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item appears in the 2000 Proxy Statement
at pages 7 and 8 under the caption "Company Transactions with Directors and
Officers" and is incorporated by reference.

                                    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 1999 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 18
   (2)  Consolidated Statement of Income for the Years Ended
        December 31, 1999, 1998 and 1997............................  Page 19
   (3)  Consolidated Balance Sheet at December 31, 1999 and 1998....  Page 20
   (4)  Consolidated Statement of Cash Flows for the Years Ended
        December 31, 1999, 1998 and 1997............................  Page 21
   (5)  Consolidated Statement of Stockholders' Equity for the
        periods ended December 31, 1999, 1998 and 1997..............  Page 22
   (6)  Notes to Consolidated Financial Statements..................  Pages 23
                                                                      through 34
   (7)  Computation of per share earnings...........................  Pages 19, 23,
                                                                      24, 34 and 35
</TABLE>

SCHEDULES

     The following schedule appears at page 13 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 March 16,
       2000 filed herewith.
 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.
</TABLE>

                                        9
<PAGE>   11
<TABLE>
<C>    <S>
  (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.
  (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 herewith.
 *(b)  The Gillette Company Stock Equivalent Unit Plan, as amended,
       filed herewith.
 *(c)  The Gillette Company Incentive Bonus Plan, as amended, filed
       herewith.
 *(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 Liability Policy and
       Fiduciary Liability Insurance policy, filed herewith.
 *(f)  Description of Conversion of Outside Directors' Vested
       Pension Benefit into Deferred Stock Units, as amended, filed
       herewith.
 *(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)  Employment Agreement, dated December 16, 1999, between The
       Gillette Company and Michael C. Hawley, filed herewith.
 *(i)  Employment Agreement, dated December 16, 1999, between The
       Gillette Company and Edward F. DeGraan, filed herewith.
 *(j)  Employment Agreement, dated December 16, 1999, between The
       Gillette Company and Robert G. King, filed herewith.
 *(k)  Employment Agreement, dated December 16, 1999, between The
       Gillette Company and Archibald Livis, filed herewith.
 *(l)  Employment Agreement, dated December 16, 1999, between The
       Gillette Company and Jorgen Wedel, filed herewith.
</TABLE>

                                       10
<PAGE>   12
<TABLE>
<C>    <S>
 *(m)  Employment Agreement, dated December 16, 1999, between The
       Gillette Company and Charles W. Cramb, filed herewith.
 *(n)  Employment Agreement, dated December 16, 1999, between The
       Gillette Company and Robert E. DiCenso, filed herewith.
 *(o)  Employment Agreement, dated December 16, 1999, between The
       Gillette Company and Richard K. Willard, filed herewith.
 *(p)  The Gillette Company Change of Control Severance Program for
       Key Executives, filed herewith.
 *(q)  Letter Agreement Re: Estate Preservation Plan II dated May
       27, 1999, between The Gillette Company and Alfred M. Zeien,
       filed herewith.
  (r)  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.
 *(s)  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.
 *(t)  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.
 *(u)  The Gillette Company Estate Preservation Plan, filed as
       Exhibit 10(1) to The Gillette Company Annual Report on Form
       10-K for the year ended December 31, 1997, incorporated by
       reference herein.
 *(v)  The Gillette Company Supplemental Retirement Plan, as
       amended, filed herewith.
 *(w)  The Gillette Company Supplemental Savings Plan, as amended,
       filed herewith.
  (x)  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.
  (y)  $2,335,000,000 364-Day Credit Agreement dated as of December
       20, 1996, and amended and restated as of October 20, 1997,
       October 19, 1998, October 18, 1999, and supplemental as of
       March 24, 2000 among The Gillette Company, Morgan Guaranty
       Trust Company of New York, as agent and a syndicate of
       domestic and foreign banks, filed herewith.
  (z)  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 1999, 1998 and 1997, filed
       herewith.
   13  Portions of the 1999 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).

                                       11
<PAGE>   13

B.  REPORTS ON FORM 8-K

     A report on Form 8-K was filed on November 8, 1999, which announced the
Company's third-quarter results, an expansion of the stock repurchase program
and a program to reduce trade inventories.

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 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.

                                       12
<PAGE>   14

                          INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors
of THE GILLETTE COMPANY:

     Under date of February 11, 2000, we reported on the consolidated balance
sheet of The Gillette Company and subsidiary companies as of December 31, 1999
and 1998, 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, 1999, as contained in the 1999 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 1999. In connection
with our audits of the aforementioned consolidated financial statements, we also
audited the financial statement schedule on page 13 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 LLP

Boston, Massachusetts
February 11, 2000

                                       13
<PAGE>   15

                 THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES

                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

                             (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>
1999
-----
  Reserves deducted from assets:
     Receivables.......................     $79          $50           --           $55           $74
                                            ===          ===          ===           ===           ===
1998
-----
  Reserves deducted from assets:
     Receivables.......................     $74          $43           --           $38           $79
                                            ===          ===          ===           ===           ===
1997
-----
  Reserves deducted from assets:
     Receivables.......................     $81          $42           --           $49           $74
                                            ===          ===          ===           ===           ===
</TABLE>

                                       14
<PAGE>   16

                                   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 and Chief
                                                    Financial Officer
Date: March 30, 2000

     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>

                *  MICHAEL C. HAWLEY                           Chairman of the Board          March 30, 2000
-----------------------------------------------------  of Directors, Chief Executive Officer
                   Michael C. Hawley                               and Director

                 *  CHARLES W. CRAMB                           Senior Vice President          March 30, 2000
-----------------------------------------------------       and Chief Financial Officer
                  Charles W. Cramb

                  *  MARK N. EDOFF                         Principal Accounting Officer       March 30, 2000
-----------------------------------------------------
                    Mark N. Edoff

                *  WARREN E. BUFFETT                                 Director                 March 30, 2000
-----------------------------------------------------
                   Warren E. Buffett

                 *  WILBUR H. GANTZ                                  Director                 March 30, 2000
-----------------------------------------------------
                    Wilbur H. Gantz

                *  MICHAEL B. GIFFORD                                Director                 March 30, 2000
-----------------------------------------------------
                   Michael B. Gifford

                *  CAROL R. GOLDBERG                                 Director                 March 30, 2000
-----------------------------------------------------
                   Carol R. Goldberg

               *  DENNIS F. HIGHTOWER                                Director                 March 30, 2000
-----------------------------------------------------
                  Dennis F. Hightower

                *  HERBERT H. JACOBI                                 Director                 March 30, 2000
-----------------------------------------------------
                   Herbert H. Jacobi

                 *  HENRY R. KRAVIS                                  Director                 March 30, 2000
-----------------------------------------------------
                    Henry R. Kravis

                *  JORGE PAULO LEMANN                                Director                 March 30, 2000
-----------------------------------------------------
                   Jorge Paulo Lemann

               *  RICHARD R. PIVIROTTO                               Director                 March 30, 2000
-----------------------------------------------------
                  Richard R. Pivirotto

             *  ALEXANDER B. TROWBRIDGE                              Director                 March 30, 2000
-----------------------------------------------------
                Alexander B. Trowbridge

                 *  MARJORIE M. YANG                                 Director                 March 30, 2000
-----------------------------------------------------
                    Marjorie M. Yang

                 *  ALFRED M. ZEIEN                                  Director                 March 30, 2000
-----------------------------------------------------
                    Alfred M. Zeien

                                                                       *By CHARLES W. CRAMB
                                                        ---------------------------------------------------
                                                                         Charles W. Cramb
                                                                        as Attorney-In-Fact
</TABLE>

                                       15