<PAGE>   1
 
================================================================================
                       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, 1996
                                       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.)
        PRUDENTIAL TOWER BUILDING, BOSTON, MASSACHUSETTS        02199
      ----------------------------------------------------     -------
                                                                (ZIP
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)            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
                                                MIDWEST 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 [X].
 
     The aggregate market value of Gillette Common Stock held by non-affiliates
as of February 28, 1997 was approximately $37,424,000,000.*
 
     The number of shares of Gillette Common Stock outstanding as of February
28, 1997 was 556,920,066.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     Certain portions of the following documents have been incorporated by
reference into the 10-K as indicated:
 
<TABLE>
<CAPTION>
                                 DOCUMENTS                                       10-K PARTS
----------------------------------------------------------------------------   ---------------
<S>                                                                            <C>
1. The Gillette Company 1996 Annual Report to Stockholders
   (the "1996 Annual Report")...............................................   Parts I and II
2. The Gillette Company 1997 Proxy Statement (The "1997 Proxy Statement")...   Part III
</TABLE>
 
================================================================================
* This amount does not include the value of 157,643 shares of Series C ESOP
  Convertible Preferred Stock issued for $602.875 per share. For purposes of
  this calculation only, Gillette Common Stock held by Executive Officers or
  directors of the Company has been treated as owned by affiliates.
<PAGE>   2
 
                                     PART I
 
ITEM 1.  DESCRIPTION OF BUSINESS
 
GENERAL
 
     The Gillette Company was incorporated under the laws of the State of
Delaware in 1917 as the successor of a Massachusetts corporation incorporated in
1912 which corporation was the successor of a Maine corporation organized in
1901 by King C. Gillette, inventor of the safety razor.
 
     A description of the Company and its businesses appears in the 1996 Annual
Report on the inside front cover, at page 2, at pages 3 through 5 under the
caption "Letter to Stockholders" and at pages 42 and 43 under the caption
"Principal Divisions and Subsidiaries," the texts of which are incorporated by
reference. See also Item 7, "Management's Discussion" at page 5 of this report.
 
BUSINESS SEGMENTS
 
     The approximate percentages of consolidated net sales and segment profit
from operations during the last five years for each of the Company's business
segments appear in the 1996 Annual Report at page 39 under the caption,
"Business Segments," and are incorporated by reference.
 
     "Financial Information by Business Segment," and "Segment and Area
Commentary" containing information on net sales, profit from operations,
identifiable assets, capital expenditures and depreciation for each of the last
three years, appear in the 1996 Annual Report at page 38 and are incorporated by
reference.
 
     The Company's businesses range across several industry segments, including
blades and razors, toiletries and cosmetics, stationery products, electric
shavers, small household appliances, hair care appliances, oral care appliances,
oral care products and alkaline batteries for consumer products. Descriptions of
those businesses appear in the 1996 Annual Report at pages 6 through 19, the
text of which is incorporated by reference.
 
DISTRIBUTION
 
     In the Company's major geographic markets, traditional Gillette product
lines, Duracell batteries and Oral-B products are sold to wholesalers, chain
stores and large retailers and are resold to consumers primarily through food,
drug, discount stationery, hardware, toy, tobacco and department stores. Jafra
skin care products are sold to independent consultants and are resold to
consumers, primarily at classes in the home and office. Waterman and Parker
products are sold to wholesalers and retailers and are resold to consumers
through fine jewelry, fine stationery and department stores, pen specialists and
other retail outlets. Braun products are sold to wholesalers and retailers and
are resold to consumers mainly through department, discount, catalogue and
specialty stores. Oral-B products are marketed directly to dental professionals
for distribution to patients as well as through standard distribution channels.
In many small Gillette, Duracell, Braun and Oral-B markets, products are
distributed through local distributors and sales agents.
 
PATENTS
 
     Certain of the Company's patents and licenses in the blade and razor
segment are of substantial value and importance when considered in the
aggregate. Additionally, the Company holds significant patents in the toiletries
and cosmetics, stationery products, Duracell, Braun, and Oral-B business
segments. No patent or license held by the Company is considered to be of
material importance when judged from the standpoint of the Company's total
business. Gillette has licensed many of its blade and razor patents to other
manufacturers. In all of these categories, Gillette competitors also have
significant patent positions. The patents and licenses held by the Company are
of varying remaining durations.
 
TRADEMARKS
 
     In general, the Company's principal trademarks have been registered in the
United States and throughout the world where the Company's products are sold.
Gillette products are marketed outside the United States under various
trademarks, many of which are the same as those used in the United States. The
trademark "Gillette" is of principal importance to the Company. In addition, a
number of other trademarks owned by the
 
                                        1
<PAGE>   3
 
Company and its subsidiaries have significant importance within their business
segments. The Company's rights in these trademarks endure for as long as they
are used or registered.
 
COMPETITION
 
     The blades and razors segment is marked by competition in new technology,
as well as by competition in price, marketing, advertising and promotion to
retail outlets and to consumers. The Company's major competitors worldwide are
Warner-Lambert Company, with its Schick and, in North America and Europe, its
Wilkinson Sword product lines, and Societe Bic S.A., a French company.
Additional competition in the United States and in certain other markets is
provided by the American Safety Razor Company, Inc. under its own brands and a
number of private label brands, as well as other private label suppliers. The
toiletries and cosmetics segment is highly competitive in terms of price,
product innovation and market positioning, with frequent introduction of new
brands and marketing concepts, especially for products sold through retail
outlets, and with product life cycles typically shorter than in the other
business segments of the Company. Competition in the stationery products
segment, particularly in the writing instruments market, is marked by a high
degree of competition from domestic and foreign suppliers and low entry
barriers, and is focused on a wide variety of factors including product
performance, design and price, with price an especially important factor in the
commercial sector. Competition in the Braun products markets is based primarily
on product performance, innovation and price, with numerous competitors in the
small household and hair care appliances segments. Competition in the Oral-B
products markets is focused on product performance, price and dental profession
endorsement. The Duracell products markets are marked by competition in product
performance, innovation and price and in marketing, advertising and promotion to
retail outlets and to consumers. Many of the Company's competitors are larger
and have greater resources than the Company.
 
EMPLOYEES
 
     At year-end, Gillette employed approximately 44,100 persons, three-quarters
of them outside the United States.
 
RESEARCH AND DEVELOPMENT
 
     In 1996, research and development expenditures were $204 million, compared
with $187 million in 1995 and $169 million in 1994.
 
RAW MATERIALS
 
     The raw materials used by Gillette in the manufacture of products are
purchased from a number of suppliers, and substantially all such materials are
readily available.
 
OPERATIONS BY GEOGRAPHIC AREA
 
     The following table indicates the geographic sources of consolidated net
sales and profit from operations of the Company for the last three years:
 
<TABLE>
<CAPTION>
                                                       1996                 1995                 1994
                                                 ----------------     ----------------     ----------------
                                                  NET                  NET                  NET
                                                 SALES     PROFIT     SALES     PROFIT     SALES     PROFIT
                                                 -----     ------     -----     ------     -----     ------
<S>                                              <C>       <C>        <C>       <C>        <C>       <C>
United States..................................    37%       41%        35%       37%        36%       38%
Foreign........................................    63%       59%        65%       63%        64%       62%
</TABLE>
 
     "Financial Information by Geographic Area" and "Segment and Area
Commentary" containing information on net sales, profit from operations and
identifiable assets for each of the last three years appear in the 1996 Annual
Report under the same captions at page 38 and are incorporated by reference.
 
ITEM 2.  DESCRIPTION OF PROPERTY
 
     The Company owns and leases manufacturing facilities and other real estate
properties in the United States and a number of foreign countries. The Company's
executive offices are located in the Prudential
 
                                        2
<PAGE>   4
 
Center, Boston, Massachusetts where it holds a long term lease. The following
table sets forth the Company's principal manufacturing 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 & Cosmetics          St. Paul, MN (US)             Owned/Leased
                                          Andover, MA (US)                 Owned
          Stationery                      Santa Monica, CA (US)            Leased
                                          Saint Herblain, France        Owned/Leased
          Braun                           Kronberg, Germany             Owned/Leased
                                          Barcelona, Spain              Owned/Leased
                                          Walldurn, Germany                Owned
                                          Mexico City, Mexico           Owned/Leased
                                          Marktheidenfeld, Germany         Owned
          Oral-B                          Iowa City, IA (US)               Owned
          Duracell                        Aarschot, Belgium                Owned
                                          Cleveland, TN (US)               Leased
                                          Lancaster, SC (US)               Owned
                                          LaGrange, GA (US)                Owned
                                          Port Elizabeth, S. Africa        Owned
</TABLE>
 
The above facilities are in good repair, adequately meet the Company's needs and
operate at reasonable levels of production capacity.
---------------
 
* Engaged in the manufacture of products for two or more business segments.
 
ITEM 3.  LEGAL PROCEEDINGS
 
     The Company is subject, from time to time, to legal proceedings and claims
arising out of its business, which cover a wide range of matters, including
antitrust and trade regulation, product liability, 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
 
     A special meeting of stockholders was held on December 30, 1996 to approve
the issuance of shares of Gillette common stock, $1.00 par value, pursuant to an
Agreement and Plan of Merger, dated as of September 12, 1996 among the Company,
Alaska Acquisition Corp., a wholly owned subsidiary of the Company, and Duracell
International Inc. 323,349,108 votes were cast for the issuance, 1,235,153 votes
were cast against and 1,997,133 votes abstained.
                            ------------------------
 
                                        3
<PAGE>   5
 
EXECUTIVE OFFICERS OF REGISTRANT
 
     Information regarding the Executive Officers of the Company as of March 20,
1997 is set out below.
 
<TABLE>
<CAPTION>
     NAME AND CURRENT POSITION                   FIVE-YEAR BUSINESS HISTORY              AGE
------------------------------------  -------------------------------------------------  ---
<S>                                   <C>                                                <C>
Alfred M. Zeien                       Chairman of the Board and Chief Executive Officer  67
  Chairman of the Board and Chief     since February 1991
  Executive Officer
Michael C. Hawley                     President and Chief Operating Officer since April  59
  President and Chief Operating       1995; Executive Vice President, International
  Officer                             Group, December 1993 - March 1995; President,
                                      Oral-B Laboratories, Inc., May 1989 - November
                                      1993
Joseph E. Mullaney                    Vice Chairman of the Board since November 1990     63
  Vice Chairman of the Board
Edward F. DeGraan                     Executive Vice President, Duracell North Atlantic  53
  Executive Vice President            Group since January 1997; Senior Vice President,
                                      Manufacturing and Technical Operations, Gillette
                                      North Atlantic Group, May 1991 - December 1996
Robert G. King                        Executive Vice President, Gillette North Atlantic  51
  Executive Vice President            Group since February 1997; Executive Vice
                                      President, International Group, April 1995 -
                                      January 1997; Group Vice President - Latin
                                      America, March 1991 - March 1995
Jacques Lagarde                       Executive Vice President, Diversified Group since  58
  Executive Vice President            October 1993; Vice President, February 1990 -
                                      September 1993; Chairman, Board of Management,
                                      Braun AG, February 1990 - September 1993
Jorgen Wedel                          Executive Vice President, International Group      48
  Executive Vice President            since February 1997; President, Oral-B
                                      Laboratories, Inc., November 1993 - January 1997;
                                      Group General Manager, Braun North America,
                                      November 1991 - October 1993
Joel P. Davis                         Senior Vice President, Corporate Planning and      51
  Senior Vice President               Development since April 1995; Vice President and
                                      President, Stationery Products Group, December
                                      1987 - March 1995
Robert E. DiCenso                     Senior Vice President, Personnel and               56
  Senior Vice President               Administration, since July 1994; Vice President,
                                      Investor Relations, January 1993 - July 1994;
                                      Vice President, Finance, Planning and
                                      Administration, Diversified Group, July 1988 -
                                      December 1992
Thomas F. Skelly                      Senior Vice President, Finance since May 1980      63
  Senior Vice President
Charles W. Cramb                      Vice President and Controller since July 1995;     50
  Vice President and Controller       Vice President, Finance, Planning and
                                      Administration, Diversified Group, October 1992 -
                                      June 1995; Vice President, Finance and Strategic
                                      Planning, North Atlantic Group, January 1990 -
                                      September 1992
</TABLE>
 
     The Executive Officers hold office until the first meeting of the Board of
Directors following the annual meeting of the stockholders and until their
successors are respectively 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.
 
                                        4
<PAGE>   6
 
                                    PART II
 
ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
 
     The information required by this item appears in the 1996 Annual Report at
page 45 under the caption "common stock" and at page 39 under the caption,
"Quarterly Financial Information," and is incorporated by reference. As of
February 28, 1997, the record date for the 1997 Annual Meeting, there were
55,746 Gillette stockholders of record.
 
ITEM 6.  SELECTED FINANCIAL DATA
 
     The information required by this item appears in the 1996 Annual Report at
pages 40 and 41 under the caption, "Historical Financial Summary," and is
incorporated by reference.
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
 
     The information required by this item appears in the 1996 Annual Report at
pages 20 through 22 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 in the Private
Securities Litigation Reform Act of 1995 (the "Act") or by the Securities and
Exchange Commission in its rules, regulations and releases. The Company cautions
investors that any such forward-looking statements made by the Company are not
guarantees of future performance and that actual results may differ materially
from those in the forward-looking statements. The following are some of the
factors that could cause actual results to differ materially from estimates
contained in the Company's forward-looking statements:
 
     - 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;
 
     - historically, almost two-thirds of the Company's sales having been made
       outside the United States, making forward-looking statements more
       difficult; and
 
     - 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 currency exchange rates, inflation rates, recessionary
       or expansive trends, tax changes, legal and regulatory changes or other
       external factors over which the Company has no control.
 
                                        5
<PAGE>   7
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     The following Financial Statements and Supplementary Data for The Gillette
Company and Subsidiary Companies appear in the 1996 Annual Report at the pages
indicated below and are incorporated by reference.
 
<TABLE>
<S>  <C>                                                                 <C>
(1)  Independent Auditors' Report......................................  Page 23
(2)  Consolidated Statement of Income and Earnings Reinvested in the
     Business for the Years Ended December 31, 1996, 1995 and 1994.....  Page 24
(3)  Consolidated Balance Sheet at December 31, 1996 and 1995..........  Page 25
(4)  Consolidated Statement of Cash Flows for the Years Ended December
     31, 1996, 1995 and 1994...........................................  Page 26
(5)  Notes to Consolidated Financial Statements........................  Pages 27
                                                                         through 38
(6)  Quarterly Financial Information...................................  Page 39
</TABLE>
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
 
     Not applicable.
 
                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS
 
     The information required by this item with respect to the Directors of the
Company appears in the 1997 Proxy Statement at pages 2 through 4 and at pages 7
and 8 under the caption "Certain Transactions with Directors and Officers", the
texts of which are incorporated by reference.
 
     The information required for Executive Officers of the Company appears at
the end of Part I of this report at page 4.
 
ITEM 11.  EXECUTIVE COMPENSATION
 
     The information required by this item appears in the 1997 Proxy Statement
at pages 8 and 9 under the caption "Compensation of Directors", at page 14 under
the caption "Incentive Payment and Award" and at pages 14 through 17 under the
caption "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 1997 Proxy Statement at
pages 6 and 7 under the caption "Stock Ownership of Certain Beneficial Owners
and Management" and is incorporated by reference.
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     The information required by this item appears in the 1997 Proxy Statement
at pages 7 through 9 under the captions "Certain Transactions with Directors and
Officers" and "Compensation of Directors" and is incorporated by reference.
 
                                        6
<PAGE>   8
 
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
 
A.  FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
 
FINANCIAL STATEMENTS
 
     The following appear in the 1996 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 23
 (2) Consolidated Statement of Income and Earnings Reinvested in the
     Business for the Years Ended December 31, 1996, 1995 and 1994.....  Page 24
 (3) Consolidated Balance Sheet at December 31, 1996 and 1995..........  Page 25
 (4) Consolidated Statement of Cash Flows for the Years Ended
     December 31, 1996, 1995 and 1994..................................  Page 26
 (5) Notes to Consolidated Financial Statements........................  Pages 27
                                                                         through 38
</TABLE>
 
SCHEDULES
 
     The following schedule appears at page 12 of this report:
 
          II.  Valuation and Qualifying Accounts
 
     Schedules other than those listed above are omitted because they are either
not required or not applicable.
 
EXHIBITS
 
<TABLE>
<C>     <S>
  3(a)  Composite Certificate of Incorporation of The Gillette Company, as amended,
        filed as Exhibit 3(a) to The Gillette Company Annual Report on Form 10-K
        for the year ended December 31, 1989, Commission File No. I-922,
        incorporated by reference herein.
   (b)  The Bylaws of The Gillette Company, as amended April 15, 1993, filed as
        Exhibit 3(b) to The Gillette Company Quarterly Report on Form 10-Q for the
        period ended March 31, 1993, incorporated by reference herein.
     4  Instruments Defining the Rights of Security Holders, Including Indentures.
   (a)  Specimen of form of certificate representing ownership of The Gillette
        Company Common Stock, $1.00 par value, effective December 10, 1996, filed
        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. I-911, 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
        herewith.
   (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. I-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. I-922, incorporated by reference herein.
</TABLE>
 
                                        7
<PAGE>   9
 
<TABLE>
<C>     <S>
   (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, 1995, 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.
    10  Material Contracts
  *(a)  The Gillette Company 1971 Stock Option Plan, as amended (subject to
        stockholder approval at the April 17, 1997 annual meeting), filed as
        Appendix A to the 1997 Proxy Statement, Commission File No. 1-922,
        incorporated by reference herein.
  *(b)  The Gillette Company Stock Equivalent Unit Plan, as amended (subject to
        stockholder approval at the April 17, 1997 annual meeting), filed as
        Appendix B to the 1997 Proxy Statement, Commission File No. 1-922,
        incorporated by reference herein.
  *(c)  The Gillette Company Incentive Bonus Plan, as amended, filed as Exhibit
        10(c) to The Gillette Company Annual Report on Form 10-K for the year ended
        December 31, 1993, Commission File No. 1-922, incorporated by reference
        herein.
  *(d)  Description of 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, 1991, Commission File No. 1-922, incorporated by
        reference herein.
   (e)  Directors and Officers and Company Reimbursement Indemnity Insurance and
        Pension and Welfare Fund Fiduciary Responsibility Insurance policy, filed
        herewith.
  *(f)  Description of Conversion of Outside Directors' Vested Pension Benefit into
        Deferred Stock Units, filed herewith.
  *(g)  The Gillette Company Deferred Compensation Plan for Outside Directors,
        filed herewith.
  *(h)  Description of severance pay and benefit arrangements for employees in the
        event of a change in control, filed as Exhibit 10(j) to The Gillette
        Company Annual Report on Form 10-K for the year ending December 31, 1989,
        Commission File No. 1-922, incorporated by reference herein.
   (i)  Letter Agreement, dated July 20, 1989, between The Gillette Company and
        Berkshire Hathaway Inc., filed as Exhibit 4(a) to The Gillette Company
        Current Report on Form
        8-K, dated July 20, 1989, Commission File No. 1-922, incorporated by
        reference herein.
  *(j)  Description of agreement between The Gillette Company and Robert J. Murray
        effective January 1, 1996, filed as Exhibit 10(l) to The Gillette Company
        Annual Report on Form 10-K for the year ending December 31, 1995,
        Commission File No. 1-922, incorporated by reference herein.
  *(k)  Description of The Gillette Company Estate Preservation Plan, filed as
        Exhibit 10(n) to The Gillette Company Annual Report on Form 10-K for the
        year ended December 31, 1993, Commission File No. 1-922, incorporated by
        reference herein.
  *(l)  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.
</TABLE>
 
                                        8
<PAGE>   10
 
<TABLE>
<C>     <S>
  *(m)  The Gillette Company Supplemental Retirement Plan, as amended and restated
        June 16, 1994, filed as Exhibit 10(a) to The Gillette Company Annual Report
        on Form 10-K for the year ended December 31, 1994, Commission File No.
        1-922, incorporated by reference herein.
  *(n)  The Gillette Company Supplemental Savings Plan, as amended, filed herewith.
   (o)  364-Day and Multi-year Credit Agreements 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 herewith.
   (p)  Agreement and Plan of Merger dated as of September 12, 1996, by and among
        The Gillette Company, Alaska Acquisition Corp. and Duracell International
        Inc., filed as Exhibit 2.1 to The Gillette Company Current Report on Form
        8-K filed September 16, 1996, Commission File No. 1-922, incorporated by
        reference herein.
   (q)  Stockholders Agreement dated as of September 12, 1996 among The Gillette
        Company, KKR Partners II, L.P. and DI Associates, L.P., filed as Exhibit
        10.1 to The Gillette Company Current Report on Form 8-K filed September 16,
        1996, Commission File No. 1-922, incorporated by reference herein.
   (r)  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.
    11  Computation of per share earnings, filed herewith.
    12  Computation of the ratios of current assets to current liabilities for the
        years 1996, 1995 and 1994, filed herewith.
    13  Portions of the 1996 Annual Report to Stockholders of The Gillette Company
        incorporated by reference in this Form 10-K, filed herewith.
    22  List of subsidiaries of The Gillette Company, filed herewith.
    23  Independent Auditors' Consent, filed herewith.
    24  Power of Attorney, filed herewith.
    27  Financial Data Schedule (not considered to be filed).
</TABLE>
 
---------------
 
* Filed pursuant to Item 14(c).
 
B.  REPORTS ON FORM 8-K
 
     December 20, 1996. Announcement of various management changes in connection
with the proposed merger with Duracell International Inc.
 
     December 31, 1996. Announcement that the necessary actions to permit the
merger with Duracell International Inc. to be completed had been taken by the
stockholders of Gillette and Duracell at special meetings held on December 30,
1996.
 
OTHER MATTERS
 
     For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into the following Registration Statements of the
registrant on Form S-8 (1) No. 33-27916, filed April 10, 1989, and amended
thereafter, which incorporates by reference therein Registration Statements on
Form S-8 Nos. 2-90276, 2-63951 and 1-50710, and all amendments thereto, all
relating to shares issuable and deliverable under The Gillette Company 1971
Stock Option Plan and 1974 Stock Purchase Plan and on Form S-7 No. 2-41016
relating to shares issuable and deliverable under The Gillette Company 1971
Stock Option Plan; (2) No. 33-9495, filed October 20, 1986, and all amendments
thereto, relating to shares and plan interests in The Gillette Company
Employees' Savings Plan; (3) No. 2-93230, filed September 12, 1984, and all
amendments thereto, relating to shares and plan interests in the
 
                                        9
<PAGE>   11
 
Oral B Laboratories Savings Plan; (4) No. 33-56218, filed December 23, 1992,
relating to shares and plan interests in The Gillette Company Employees' Savings
Plan; (5) No. 33-52465, filed March 1, 1994, and all amendments thereto,
relating to shares issuable and deliverable under The Gillette Company Global
Employee Stock Ownership Plan; (6) No. 33-53257, filed April 25, 1994, and all
amendments thereto, relating to shares issuable and deliverable under The
Gillette Company Outside Director's Stock Ownership Plan; (7) No. 33-53258,
filed April 25, 1994, and all amendments thereto, relating to shares issuable
and deliverable under The Gillette Company 1971 Stock Option Plan; (8) No.
33-59125, filed May 5, 1995, and all amendments thereto, relating to shares and
plan interests in The Gillette Company Employees' Savings Plan; (9) No. 33-63707
filed October 26, 1995, and all amendments thereto, relating to shares and plan
interests in the Parker Pen 401(K) Plan; and (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.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event a claim for indemnification against such liabilities (other than the
payments by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
 
                                       10
<PAGE>   12
 
                          INDEPENDENT AUDITORS' REPORT
 
The Stockholders and Board of Directors
of THE GILLETTE COMPANY:
 
     Under date of January 30, 1997, we reported on the consolidated balance
sheet of The Gillette Company and subsidiary companies as of December 31, 1996
and 1995, and the related consolidated statements of income and earnings
reinvested in the business and cash flows for each of the years in the
three-year period ended December 31, 1996, as contained in the 1996 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 1996. In connection with our audits of the aforementioned consolidated
financial statements, we also audited the related financial statement schedule
listed on page 12 of this report. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement schedule based on our audits.
 
     In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
 
                                            KPMG PEAT MARWICK LLP
 
Boston, Massachusetts
January 30, 1997
 
                                       11
<PAGE>   13
 
                 THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
 
                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
 
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
 
                             (MILLIONS OF DOLLARS)
 
<TABLE>
<CAPTION>
                                                                    ADDITIONS         DEDUCTIONS
                                                              ---------------------   ----------
                                                   BALANCE     CHARGED                  LOSSES      BALANCE
                                                     AT          TO        CHARGED     CHARGED        AT
                                                  BEGINNING    PROFIT        TO           TO        END OF
                   DESCRIPTION                     OF YEAR    AND LOSS      OTHER      RESERVES      YEAR
------------------------------------------------- ---------   ---------   ---------   ----------   ---------
<S>                                               <C>         <C>         <C>         <C>          <C>
1996
-----
  Reserves deducted from assets:
     Receivables.................................   $82.1       $41.9       $ .7*       $ 43.9       $80.8
                                                    =====       =====         ===       ======       =====
1995
-----
  Reserves deducted from assets:
     Receivables.................................   $74.8       $34.0       $ .8*       $ 27.5       $82.1
                                                    =====       =====         ===       ======       =====
1994
-----
  Reserves deducted from assets:
     Receivables.................................   $69.2       $29.0       $--         $ 23.4       $74.8
                                                    =====       =====         ===       ======       =====
</TABLE>
 
* Acquisition balances
 
                                       12
<PAGE>   14
 
                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
                                         THE GILLETTE COMPANY
                                            (Registrant)
 
                                          By           THOMAS F. SKELLY
                                            ------------------------------------
                                                      Thomas F. Skelly
                                              Senior Vice President and Chief
                                                    Financial Officer
Date: March 20, 1997
 
     Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
                 SIGNATURES                                  TITLE                      DATE
---------------------------------------------    ------------------------------    ---------------
<S>                                              <C>                               <C>
 
             *  ALFRED M. ZEIEN                      Chairman of the Board          March 20, 1997
---------------------------------------------    of Directors, Chief Executive
                Alfred M. Zeien                       Officer and Director
 
            *  MICHAEL C. HAWLEY                   President, Chief Operating       March 20, 1997
---------------------------------------------         Officer and Director
               Michael C. Hawley
 
            *  JOSEPH E. MULLANEY                Vice Chairman of the Board and     March 20, 1997
---------------------------------------------               Director
               Joseph E. Mullaney
 
              THOMAS F. SKELLY                     Senior Vice President and        March 20, 1997
---------------------------------------------       Chief Financial Officer
              Thomas F. Skelly
 
             *  CHARLES W. CRAMB                        Vice President,             March 20, 1997
---------------------------------------------       Controller and Principal
                Charles W. Cramb                       Accounting Officer
 
            *  WARREN E. BUFFETT                            Director                March 20, 1997
---------------------------------------------
               Warren E. Buffett
 
             *  WILBUR H. GANTZ                             Director                March 20, 1997
---------------------------------------------
                Wilbur H. Gantz
 
            *  MICHAEL B. GIFFORD                           Director                March 20, 1997
---------------------------------------------
               Michael B. Gifford
 
            *  CAROL R. GOLDBERG                            Director                March 20, 1997
---------------------------------------------
               Carol R. Goldberg
 
            *  HERBERT H. JACOBI                            Director                March 20, 1997
---------------------------------------------
               Herbert H. Jacobi
 
             *  HENRY R. KRAVIS                             Director                March 20, 1997
---------------------------------------------
                Henry R. Kravis
 
           *  RICHARD R. PIVIROTTO                          Director                March 20, 1997
---------------------------------------------
              Richard R. Pivirotto
 
              *  JUAN M. STETA                              Director                March 20, 1997
---------------------------------------------
                 Juan M. Steta
 
         *  ALEXANDER B. TROWBRIDGE                         Director                March 20, 1997
---------------------------------------------
            Alexander B. Trowbridge
 
             *  JOSEPH F. TURLEY                            Director                March 20, 1997
---------------------------------------------
                Joseph F. Turley
</TABLE>
 
                                            *By         THOMAS F. SKELLY
                                              ----------------------------------
                                                       Thomas F. Skelly
                                                     as Attorney-In-Fact
 
                                       13