UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

               QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended September 30, 2003                Commission File Number 1-922

                              THE GILLETTE COMPANY
             (Exact name of registrant as specified in its charter)

Incorporated  in  Delaware                                04-1366970
(State  or  other  jurisdiction  of           (IRS Employer Identification No.)
incorporation or organization)


Prudential Tower Building, Boston, Massachusetts                        02199
(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code                (617) 421-7000


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  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).


                                             Yes   X          No______


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Title of each class


Common Stock, $1.00 par value

Shares Outstanding October 31, 2003 . . . . . . . . . . . . . . .  1,011,720,627
<PAGE>
<TABLE>
                                     PAGE 1
                          PART I. FINANCIAL INFORMATION
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                        CONSOLIDATED STATEMENT OF INCOME
                      (Millions, except per share amounts)
                                   (Unaudited)


<CAPTION>
                                                       Three Months Ended        Nine Months Ended
                                                           September                September 30
                                                       ------------------        -----------------
                                                          2003       2002         2003        2002
                                                          ----       ----         ----        ----
<S>                                                  <C>       <C>            <C>       <C>
Net Sales ..........................................   $ 2,405    $ 2,168      $ 6,630     $ 5,924
Cost of Sales ......................................       935        882        2,583       2,374
                                                       -------    -------      -------     -------
  Gross Profit .....................................     1,470      1,286        4,047       3,550

Selling, General and Administrative Expenses .......       866        764        2,558       2,281
Restructuring - Gain on Sale of Vaniqa .............         -          -            -         (30)
                                                       -------    -------      -------     -------
  Profit from Operations ...........................       604        522        1,489       1,299

Nonoperating Charges (Income):
  Interest income ..................................       (2)         (7)          (8)        (18)
  Interest expense .................................       13          21           43          65
  Exchange .........................................       (7)         (9)          (2)        (17)
  Other charges - net ..............................        7           4            4           8
                                                       -------    -------      -------     -------
                                                           11           9           37          38
                                                       -------    -------      -------     -------
Income before Income Taxes .........................      593         513        1,452       1,261

Income Taxes .......................................      177         159          435         391
                                                       -------    -------      -------     -------
  Net Income .......................................   $  416     $   354      $ 1,017     $   870
                                                       =======    =======      =======     =======

Net Income per Common Share:
  Basic ............................................   $  .41     $   .33      $   .99     $   .82
                                                       =======    =======      =======     =======
  Assuming Full Dilution ...........................   $  .41     $   .33      $   .99     $   .82
                                                       =======    =======      =======     =======


Dividends per Common Share:
  Declared .........................................   $    -     $     -      $ .3250     $ .3250
  Paid .............................................   $.1625     $ .1625      $ .4875     $ .4875

Weighted average number of common shares outstanding
  Basic ............................................    1,017       1,058        1,025       1,057
  Assuming full dilution ...........................    1,019       1,060        1,027       1,061
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
                                     PAGE 2
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEET
                                     ASSETS
                                   (Millions)

<CAPTION>
                                                          September 30,  December 31,   September 30,
                                                               2003         2002            2002
                                                          ------------   ------------   -----------
                                                           (Unaudited)                  (Unaudited)
<S>                                                          <C>          <C>            <C>
Current Assets:
  Cash and cash equivalents ..............................   $  845       $   801        $   981
  Trade receivables, less allowances, Sept. 2003, $61;
    December 2002, $73; Sept. 2002, $61 ..................    1,249         1,202          1,220
  Other receivables ......................................      350           311            282
  Inventories
     Raw materials and supplies ..........................      115           115            113
     Work in process .....................................      206           191            246
     Finished goods ......................................      856           622            821
                                                            -------       -------        -------
       Total Inventories .................................    1,177           928          1,180
                                                            -------       -------        -------

  Deferred income taxes ..................................      333           380            491
  Other current assets ...................................      271           175            251
                                                            -------       -------        -------
       Total Current Assets ..............................    4,225         3,797          4,405
                                                            -------       -------        -------

Property, Plant and Equipment, at cost ...................    6,761         6,429          6,304
Less accumulated depreciation ............................   (3,253)       (2,864)        (2,809)
                                                            -------       -------        -------
       Net Property, Plant and Equipment .................    3,508         3,565          3,495
                                                            -------       -------        -------

Goodwill .................................................      996           962            952
Intangible Assets, less accumulated amortization .........      514           400            400
Other Assets .............................................    1,044         1,139            766
                                                            -------       -------        -------

                                                            $10,287       $ 9,863        $10,018
                                                            =======       =======        =======
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
                                     PAGE 3
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEET
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      (Millions, except per share amount)


<CAPTION>
                                                       September 30,  December 31,   September 30,
                                                           2003           2002           2002
                                                       ------------   ------------   ------------
                                                       (Unaudited)                   (Unaudited)
<S>                                                    <C>            <C>           <C>
Current Liabilities:
  Loans payable ....................................   $    732       $    673       $  1,176
  Current portion of long-term debt ................        432            527            755
  Accounts payable .................................        515            581            519
  Accrued liabilities ..............................      1,793          1,303          1,238
  Dividends payable ................................          -            170              -
  Income taxes .....................................        223            234            345
                                                       --------       --------       --------
     Total Current Liabilities .....................      3,695          3,488          4,033
                                                       --------       --------       --------

Long-Term Debt .....................................      2,715          2,457          1,852
Deferred Income Taxes ..............................        709            692            591
Other Long-Term Liabilities ........................        898            920            713
Minority Interest ..................................         71             46             44

Contingent Redemption Value of
  Common Stock Put Options .........................          -              -            241

Stockholders' Equity:
  Common stock, par value $1.00 per share:
    Authorized 2,320 shares
    Issued: Sept. 2003, 1,373 shares;
            Dec.  2002, 1,370 shares;
            Sept. 2002, 1,370 shares ...............      1,373          1,370          1,370
  Additional paid-in capital .......................      1,243          1,197            931
  Earnings reinvested in the business ..............      7,292          6,608          6,604
  Accumulated other comprehensive loss .............     (1,248)        (1,523)        (1,396)
  Treasury stock, at cost: Sept. 2003, 361 shares;
    Dec. 2002, 326 shares; and Sept. 2002, 312 shares    (6,461)        (5,392)        (4,965)
                                                       --------       --------       --------
          Total Stockholders' Equity ...............      2,199          2,260          2,544
                                                       --------       --------       --------
                                                       $ 10,287       $  9,863       $ 10,018
                                                       ========       ========       ========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
                                     PAGE 4
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Millions)
                                   (Unaudited)

<CAPTION>
                                                            Nine Months Ended
                                                               September 30
                                                            ------------------
                                                            2003         2002
                                                            ----         ----
<S>                                                        <C>         <C>
Operating Activities
    Net income .....................................       $1,017      $  870
    Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization ................          430         371
      Deferred income taxes ........................           70          99
      Other ........................................            3          12
      Changes in assets and  liabilities,  excluding
      effects of acquisitions and divestitures:
        Trade and other accounts receivable ........           5          323
        Inventories ................................        (179)        (146)
        Accounts payable and accrued liabilities ...         263           82
        Other working capital items ................         (17)         (60)
        Other noncurrent assets and liabilities ....         110         (131)
                                                           -----        -----
          Net cash provided by operating activities        1,702        1,420
                                                           -----        -----
Investing Activities

    Additions to property, plant and equipment .....        (218)        (278)
    Acquisition of business, net of cash acquired ..        (161)           -
    Disposals of property, plant and equipment .....          28           31
    Other ..........................................           3            1
                                                           -----        -----
          Net cash used in investing activities ....        (348)        (246)
                                                           -----        -----
Financing Activities

    Purchase of treasury stock .....................      (1,069)           -
    Proceeds from sale of put options .............            -           15
    Proceeds from exercise of stock option and
         purchase plans ............................          48           31
    Proceeds from long-term debt ...................         684          619
    Repayment of long-term debt ....................        (534)        (197)
    Increase (Decrease) in loans payable ...........          51       (1,061)
    Dividends paid .................................        (501)        (515)
    Settlements of debt-related derivative contracts           6           (8)
                                                           -----        -----
          Net cash used in financing activities ....      (1,315)      (1,116)
                                                           -----        -----
Effect of Exchange Rate Changes on Cash ............           5            2
Net Cash Used in Discontinued Operations ...........           -          (26)
                                                           -----        -----
Increase in Cash and Cash Equivalents ..............          44           34
Cash and Cash Equivalents at Beginning of Period ...         801          947
                                                           -----        -----
Cash and Cash Equivalents at End of Period .........       $ 845        $ 981
                                                           =====        =====
Supplemental disclosure of cash paid for:

    Interest .......................................       $  45        $  66
    Income taxes ...................................       $ 359        $ 218

</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
<PAGE>
                                     PAGE 5
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                   (Millions)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                         Three Months Ended    Nine Months Ended
                                            September 30          September 30
                                         ------------------    ----------------
                                           2003        2002      2003      2002
                                           ----        ----      ----      ----
<S>                                       <C>         <C>       <C>       <C>
Net Income, as reported                   $ 416       $ 354     $1,017    $ 870
  Other Comprehensive Income,
    net of tax:
  Foreign Currency Translation                8          32        270       39
  Cash Flow Hedges                            1           -          5        2
                                          -----       -----     ------    -----
Comprehensive Income                      $ 425       $ 386     $1,292    $ 911
                                          =====       =====     ======    =====
</TABLE>

Accumulated Other Comprehensive Loss
------------------------------------
The balances for the components of Accumulated Other Comprehensive Loss are:
<TABLE>
                                                                           Accumulated
                                   Foreign                                    Other
                                   Currency      Pension     Cash Flow    Comprehensive
                                  Translation   Adjustment     Hedges         Loss
                                  -----------   ----------   -----------  -------------
<S>                                <C>            <C>          <C>          <C>
Balance  December 31, 2001         $(1,373)      $   (56)      $  (8)        $(1,437)
Change in period                       (46)            -           5             (41)
Income tax benefit (expense)             6             -          (2)              4
                                    ------        ------       ------         ------
Balance March 31, 2002              (1,413)          (56)         (5)         (1,474)
Change in period                       172             -          (2)            170
Income tax benefit (expense)          (125)            -           1            (124)
                                    ------        ------       ------         ------
Balance  June 30, 2002             $(1,366)      $   (56)         (6)        $(1,428)
Change in period                       (37)            -           -             (37)
Income tax benefit (expense)            69             -           -              69
                                    ------        ------       ------         ------
Balance September 30, 2002         $(1,334)      $   (56)      $  (6)        $(1,396)
                                    ======        ======       ======         ======


Balance December 31, 2002          $(1,332)      $  (186)      $  (5)        $(1,523)
Change in period                         2             -           3               5
Income tax benefit (expense)            89             -          (1)             88
                                    ------        ------       ------         ------
Balance March 31, 2003              (1,241)         (186)         (3)         (1,430)
Change in period                       185             -           3             188
Income tax benefit (expense)           (14)            -          (1)            (15)
                                    ------        ------       ------         ------
Balance June 30, 2003              $(1,070)         (186)         (1)         (1,257)
Change in period                         9             -           2              11
Income tax benefit (expense)            (1)            -          (1)             (2)
                                    ------        ------       ------         ------
Balance September 30, 2003         $(1,062)      $  (186)      $   -         $(1,248)
                                    ======        ======       ======         ======

</TABLE>
The  change in  accumulated  foreign  currency  translation  adjustment  for the
quarters  ended  September  30, 2003,  and 2002,  were gains,  net of tax, of $8
million and $32 million,  respectively.  The gains in both  quarters were due to
strengthening   European   currencies,   offset  by  weakening   Latin  American
currencies, versus the U.S. dollar.

See Accompanying Notes to Consolidated Financial Statements.
<PAGE>
                                     PAGE 6
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Accounting Comments
-------------------
Reference is made to the registrant's 2002 Annual Report to Shareholders,  which
contains, at pages 32 through 54, the audited consolidated  financial statements
and the notes thereto, which are incorporated by reference into the registrant's
Annual Report on Form 10-K for the year ended December 31, 2002.

With respect to the financial  information for the interim  periods  included in
this report, which is unaudited, the management of the Company believes that all
adjustments  necessary for a fair  presentation  of the results for such interim
periods have been included.

Financial  statements  of  subsidiaries  outside  the  U.S.,  other  than  those
operating in highly  inflationary  environments,  are  measured  using the local
currency  as  the  functional  currency.   Adjustments  from  translating  these
financial  statements into U.S. dollars are accumulated in the equity section of
the balance sheet under the caption,  "Accumulated  Other  Comprehensive Loss."

For subsidiaries operating in highly inflationary economies,  the U.S. dollar is
the  functional  currency.  Therefore,  exchange  gains  and  losses  for  these
subsidiaries are included with all other transactional exchange gains and losses
in the Consolidated Statement of Income under the caption, "Exchange."

The Company  accounts  for its stock option  plans under  Accounting  Principles
Board (APB)  Opinion No. 25,  "Accounting  for Stock Issued to  Employees,"  and
related Interpretations.  Accordingly,  no compensation cost is reflected in net
income,  as all options granted under those plans had an exercise price equal to
the  market  value of the  underlying  common  stock on the date of  grant.  The
following  table  illustrates the effect on net income and net income per common
share if the Company had applied the fair-value-based  method under Statement of
Financial  Accounting  Standards  (SFAS) No. 123,  "Accounting  for  Stock-Based
Compensation," to record expense for stock option  compensation.
<TABLE>
<CAPTION>
                                            Three Months          Nine Months
                                           Ended Sept. 30,       Ended Sept. 30,
                                          2003       2002       2003       2002
                                          ----       ----       ----       ----
<S>                                       <C>      <C>          <C>      <C>
(Millions, except per share amounts)
------------------------------------

Net income, as reported                   $  416   $  354       $1,017   $  870
Less: Compensation expense for option
      awards determined by the fair-
      value-based method, net of
      related tax effects                    (25)     (29)         (76)     (83)
                                          ------   ------       ------   ------
Pro forma net income                      $  391   $  325       $  941   $  787
                                          ======   ======       ======   ======

Net income per common share
Basic
  As reported                             $  .41   $  .33       $  .99   $  .82
  Pro forma                                  .38      .31          .92      .74
Assuming full dilution
  As reported                             $  .41   $  .33       $  .99   $  .82
  Pro forma                                  .38      .31          .92      .74


The fair value of each option grant for the Company's  plans is estimated on the
date of the grant using the Black-Scholes option pricing model.
</TABLE>
<PAGE>
                                     PAGE 7
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Accounting Pronouncements
-------------------------
In  April  2003,  the  Financial  Accounting  Standards  Board  (FASB)  released
Statement  of  Financial  Accounting  Standards  (SFAS) No. 149,  "Amendment  of
Statement 133 on Derivative  Instruments and Hedging  Activities."  SFAS No. 149
clarifies  under what  circumstances  a contract with an initial net  investment
meets  the  characteristics  of  a  derivative,  amends  the  definition  of  an
underlying  contract,  and  clarifies  when a  derivative  contains a  financing
component in order to increase the  comparability of accounting  practices under
SFAS No. 133. The Statement is effective for contracts  entered into or modified
after June 30, 2003,  and for hedging  relationships  designated  after June 30,
2003.  The  adoption  of SFAS No.  149 did not  have a  material  impact  on the
Company's consolidated financial statements.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with Characteristics of both Liabilities and Equity." This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  Many of those  instruments
were previously  classified as equity.  The Statement is effective for financial
instruments  entered into or modified  after May 31, 2003.  The Company  adopted
this  standard  on June 1,  2003.  Its  adoption  did not have any impact on the
financial statements.

In May 2003,  the  consensus on EITF Issue No.  01-08,  "Determining  Whether an
Arrangement Contains A Lease," was issued. The guidance in the consensus applies
to the purchase or sale of goods and services  under various types of contracts,
including outsourcing arrangements. Based on the criteria in the consensus, both
parties to an  arrangement  are  required to determine  whether the  arrangement
includes a lease  within the scope of SFAS No. 13. The new  requirement  applies
prospectively to new or modified  arrangements for reporting  periods  beginning
after May 28, 2003.  Accordingly,  as of July 1, 2003, the Company  accounts for
new or  modified  arrangements  based on this  guidance.  The  adoption  of this
standard did not have a material impact on the Company's  financial  statements.
<PAGE>
                                      PAGE 8
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Goodwill and Intangible Assets
------------------------------
In August,  2003,  the Company  acquired a majority  interest in Fujian  Nanping
Nanfu Battery Co., Ltd., a leading battery company in China.  The Nanfu business
is reported as part of the Duracell  segment.  The change  between the September
30, 2003, and December 31, 2002,  goodwill and intangible balances is due mainly
to the  acquisition  of Nanfu,  and, to a lesser  degree,  the impact of foreign
currency  translation.  The Nanfu acquisition  resulted in the capitalization of
the Nanfu trademark as an  indefinite-lived  intangible  asset, as well as other
definite-lived  intangible assets.  The values of these intangibles,  as well as
the related  goodwill,  may be adjusted in future  periods as the purchase price
allocation for the acquisition is not final.

Total goodwill by segment follows.
<TABLE>
<CAPTION>
Net Carrying Amount       September 30,    December 31,   September 30,
(Millions)                    2003            2002             2002
                          ------------    ------------    ------------
<S>                          <C>             <C>             <C>
Blades & Razors              $ 140           $ 140           $ 140
Duracell                       605             571             563
Oral Care                      173             173             173
Braun                           78              78              76
Personal Care                    -               -               -
                             -----           -----          ------
  Total                      $ 996           $ 962          $  952
                             =====           =====          ======
</TABLE>
<TABLE>
The detail of intangible assets follows.
<CAPTION>
                              Weighted
                              Average      September 30, 2003       December 31, 2002        September 30, 2002
                           Amortization  ----------------------   ----------------------   ----------------------
                               Period    Carrying  Accumulated    Carrying  Accumulated    Carrying  Accumulated
(Millions)                     (Years)    Amount   Amortization    Amount   Amortization    Amount   Amortization
                           ------------  --------  ------------   --------  ------------   --------  ------------
<S>                                 <C>   <C>        <C>          <C>          <C>          <C>        <C>
Amortized Intangible Assets
  Patents                           6     $ 101      $  64        $  101        $  53        $ 103      $  50
  Trademarks                        6        14          7            13            4           11          2
  Software                          5        12         10            12            9           11          9
  Endorsements                      -        61         61            61           61           61         61
  Other                            23        20          3            11            3           12          3
                                           ----       ----         -----        -----        -----      -----
Total                               7     $ 208      $ 145        $  198        $ 130        $ 198      $ 125
                                           ----       ----         -----        -----        -----      -----
Unamortized Intangible Assets
  Trademarks                              $ 436                   $  317                     $ 315
  Pension                                    15                       15                        12
                                           ----       ----         -----        -----        -----      -----
Total                                     $ 659      $ 145        $  530        $ 130        $ 525      $ 125
                                           ----       ----         -----        -----        -----      -----
Intangible Assets, net                    $ 514                    $ 400                    $  400
                                           ====                    =====                     =====
Aggregate Amortization Expense:
  For the three months ended
    September 30, 2003          $  4
    September 30, 2002          $  5
  For the nine months ended:
    September 30, 2003          $ 15
    September 30, 2002          $ 15

Estimated Amortization Expense:
  For the Years ended
    December 31, 2003           $ 21
                 2004           $ 20
                 2005           $  8
                 2006           $  5
                 2007           $  4
                 2008           $  4
</TABLE>
<PAGE>
                                     PAGE 9
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Advertising
-----------
The  advertising  expense  detailed  below is included  in selling,  general and
administrative expenses.
<TABLE>
<CAPTION>
                              Three Months Ended        Nine Months Ended
(Millions)                       September 30              September 30
                              ------------------        ------------------
                                 2003       2002           2003       2002
                                 ----       ----           ----       ----
<S>                          <C>         <C>           <C>         <C>
Net Sales                     $ 2,405    $ 2,168        $ 6,630    $ 5,924

Advertising                       219        160            572        456

  % Net Sales                     9.1%       7.4%           8.6%       7.7%
</TABLE>
<PAGE>
                                    PAGE 10
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Share Repurchase Program
------------------------
The Company has two share repurchase programs.  The first program authorizes the
purchase of up to 150 million  shares,  and the second  program  authorizes  the
purchase  of up to  50  million  shares  in  the  open  market  or in  privately
negotiated transactions,  depending on market conditions and other factors. From
the  inception of the first  program  through  December  31,  2002,  the Company
repurchased  108.2 million  shares in the open market for $4.5  billion.  In the
three and nine months ended  September  30, 2003,  the Company  repurchased  8.9
million  and  34.8  million   shares  for  $282   million  and  $1.07   billion,
respectively.  There are 7 million shares remaining on the first  authorization.
As of  September  30,  2003,  there has been no  activity  in the  second  share
repurchase program.

Financial Information by Business Segment
-----------------------------------------
Net sales, profit (loss) from operations and identifiable assets for each of the
Company's  business  segments  are  set  forth  below.  There  are  no  material
intersegment revenues.
<TABLE>
<CAPTION>
                                                        Net Sales
                                    --------------------------------------------------
                                     Three Months Ended            Nine Months Ended
                                        September  30                 September 30
                                    ---------------------        ---------------------
(Millions)                            2003        2002             2003        2002
                                     ------      ------           ------      ------
<S>                                  <C>         <C>              <C>         <C>
Blades & Razors                      $1,034      $  887           $2,930      $2,541
Duracell                                514         482            1,330       1,242
Oral Care                               328         321              939         861
Braun                                   293         265              792         685
Personal Care                           236         213              639         595
                                     ------      ------           ------      ------
   Total                             $2,405      $2,168           $6,630      $5,924
                                     ======      ======           ======      ======

<CAPTION>

                                               Profit/(Loss) from Operations
                                  ----------------------------------------------------
                                     Three Months Ended            Nine Months Ended
                                        September 30                 September 30
                                  ---------------------------  -----------------------
(Millions)                            2003        2002             2003        2002
                                     ------      ------           ------      ------
<S>                                  <C>         <C>              <C>         <C>
Blades & Razors                      $  413      $  377           $1,121      $  989
Duracell                                106          78              199         123
Oral Care                                64          60              166         163
Braun                                    22          22               43          47
Personal Care                            26          17               50          33
                                     ------      ------           ------      ------
 Subtotal Reportable Segments           631         554            1,579       1,355
 All Other (1)                          (27)        (32)             (90)        (56)
                                     ------      ------           ------      ------
   Total                             $  604      $  522           $1,489      $1,299
                                     ======      ======           ======      ======

(1) All Other includes the $30 million pretax gain on the sale of Vaniqa in the
    nine months ended September 30, 2002.
</TABLE>
<PAGE>
<TABLE>
                                     PAGE 11
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<CAPTION>
                                        Identifiable Assets
                                  -------------------------------
                                  Sept. 30,    Dec. 31,   Sept. 30,
(Millions)                          2003       2002        2002
                                  ---------   -------    ---------
                                 (Unaudited)            (Unaudited)

<S>                              <C>         <C>         <C>
Blades & Razors                  $ 3,325     $ 3,170     $ 3,149

Duracell                           2,841       2,741       2,786

Oral Care                          1,221       1,094       1,062

Braun                              1,130       1,065       1,009

Personal Care                        530         520         526
                                 -------     -------     -------
Subtotal Reportable Segments       9,047       8,590       8,532

All Other                          1,240       1,273       1,486

                                 -------     -------     -------
  Total                          $10,287     $ 9,863     $10,018
                                 =======     =======     =======
</TABLE>
<PAGE>
<TABLE>
                                     PAGE 12
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Computation of net income per common share
(Millions, except per share amounts)
------------------------------------------
<CAPTION>
                                             Three Months Ended     Nine Months Ended
                                                September 30           September 30
                                             ------------------     ------------------
                                                2003      2002         2003      2002
                                                ----      ----         ----      ----
<S>                                           <C>       <C>          <C>       <C>
Net Income .............................      $  416    $  354       $1,017    $  870
                                              ======    ======       ======    ======


Common shares, basic ...................       1,017     1,058        1,025     1,057
Effect of dilutive securities:
    Stock options ......................           2         2            2         4
                                              ------    ------       ------    ------
Common shares, assuming full dilution          1,019     1,060        1,027     1,061
                                              ======    ======       ======    ======


Net Income per Common Share:

  Basic ................................      $  .41    $  .33       $  .99    $  .82
                                              ======    ======       ======    ======
  Assuming full dilution ........             $  .41    $  .33       $  .99    $  .82
                                              ======    ======       ======    ======

</TABLE>
As of  September  30, 2003 and 2002,  65.5  million and 56.2  million  shares of
common stock issuable under stock  options,  respectively,  were not included in
the calculation of fully diluted  earnings per share because the option exercise
price was above the market price.
<TABLE>
<PAGE>
                                     PAGE 13
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Functional Excellence
---------------------

In the second  quarter of 2002,  the Company began actions  associated  with its
Functional Excellence initiative.  This initiative impacts all business segments
and is focused on  upgrading  capabilities,  while  reducing  overhead  costs by
improving processes and eliminating  duplication across all functions.  Specific
program activities include outsourcing certain information technology functions,
implementing new worldwide technology tools and processes, streamlining customer
management and marketing programs, and consolidating financial functions.

Total pretax  charges  under the  Functional  Excellence  initiative,  including
employee  termination benefits and other costs, were $17 million and $48 million
in the three and nine months ended September 30, 2002, $121 million for the full
year 2002,  $17 million in the third  quarter of 2003,  and $103  million in the
first nine  months of 2003.  Employee-related  terminations  are  intended to be
completed within 12 months of accrual. The employee-related termination benefits
are calculated using the Company's  long-standing severance formulas and vary on
a country-by-country basis, depending on local statutory requirements.

Details of the Functional  Excellence accrual follow.  Other costs include items
such as consulting,  lease buyouts and asset  write-downs  related to Functional
Excellence programs.

<CAPTION>
                                           Employee-
(Millions)                                 Related          Other        Total
----------                                 -------          -----        -----
<S>                                        <C>             <C>          <C>
Accrual Balance December 31, 2002            $86              $6          $92

First Quarter 2003:
  Charges                                     38               6           44
  Payments/Uses                              (44)             (2)         (46)
                                             ----            ----         ----
Accrual Balance March 31, 2003               $80             $10          $90
                                             ----            ----         ----

Second Quarter 2003:
  Charges                                     34               8           42
  Payments/Uses                              (34)             (6)         (40)
                                             ----            ----         ----
Accrual Balance June 30, 2003                $80             $12          $92
                                             ====            ====         ====

Third Quarter 2003:
  Charges                                     16               1           17
  Payments/Uses                              (16)             (7)         (23)
                                             ----            ----         ----
Accrual Balance September 30, 2003           $80             $ 6          $86
                                             ====            ====         ====
</TABLE>

Functional Excellence charges in 2003 included $2 million and $15 million, which
were recorded as cost of goods sold, and $15 million and $88 million, which were
recorded as selling,  general and administrative expenses, in the three and nine
month periods ended September 30, 2003, respectively.
<PAGE>
                                     PAGE 14
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Results of Operations
---------------------
Results  for any  interim  period,  such as  those  described  in the  following
analysis, are not necessarily indicative of results for the entire year.

Third Quarter 2003 versus 2002
------------------------------
Total  Company:  Sales for the quarter  ended  September  30,  2003,  were $2.41
billion,  an  increase  of 11% versus the same  quarter of the prior  year.  The
impact of exchange was 5%, as the strength of European,  Australian and Canadian
currencies more than offset  unfavorable  exchange in Latin America.  Volume/mix
contributed 6% to sales growth, driven by new products,  strong retailer support
for upcoming  fourth-quarter  razor programs and increased  consumer  demand for
batteries  related to the North  American  electrical  blackouts  and  Hurricane
Isabel.  The impact of pricing was  neutral,  as price  increases  in Blades and
Razors  offset lower list prices in  Duracell.  Profit from  operations  of $604
million climbed 16% from $522 million in the prior year, and margin increased by
100 basis points, to 25.1%. This improvement was mainly due to favorable product
line mix, cost-savings  initiatives,  and strong sales growth from new products,
partially offset by higher year-over-year  exchange-driven  European-based costs
and significantly higher advertising investment.

Blades and Razors:  Third-quarter  sales rose 17% from the third quarter of last
year. Exchange accounted for 5% of the increase.  Sales growth was driven by the
continued  success of Mach3Turbo and Venus,  increased  shipments of the Sensor3
premium  disposable,  which was launched into Europe and continued to gain share
in North America,  and strong trade demand for fourth-quarter  consumer programs
that feature the new Mach3Turbo  Champion  razor.  The initial  sell-in of those
programs in the third quarter in both North America and Europe is anticipated to
moderate the pace of sales growth in the upcoming fourth quarter.  Third-quarter
Blades and Razors profit was up 10%,  though margin was down 250 basis points to
40%. The lower margin was driven by a strong double-digit percentage increase in
advertising,  sampling and display  support.  The Company  announced  that it is
studying a possible  realignment of its European Blades and Razors manufacturing
facilities and distribution network to streamline and strengthen its operations.

Duracell:  Sales of Duracell for the quarter increased 7% versus those of a year
ago, with currency gains  accounting for 4% of the increase.  The sales gain was
driven by incremental  consumer demand due to electrical blackouts and Hurricane
Isabel in the United States, and the third-quarter 2003 acquisition of the Nanfu
battery company in China. The increase was partially offset by lower pricing due
to the North American price-deal  realignment program, and lower volumes related
to the 2002 divestiture of the carbon zinc businesses in South Africa and India.
Profit from operations grew 35%, and margins increased 430 basis points versus a
year ago,  reflecting  sales  growth,  continued  manufacturing  and  purchasing
efficiencies  and  overhead  containment,  partially  offset  by  a  substantial
increase  in  marketing  investment.  The  impact  of  lower  pricing  from  the
price-deal  realignment  was  offset  by  lower  promotional  activity  and  the
elimination  of free cell  giveaways.  In August  2003,  the Company  acquired a
majority  interest in Fujian Nanping Nanfu Battery Co., Ltd., a leading  battery
company in China.  The results of this business were not material to profits for
the quarter.

Oral Care: Oral Care third-quarter  sales were 3% above 2002, with a 5% positive
impact  from   exchange.   Sales  growth  was  restrained  by  softness  in  the
rechargeable  toothbrush segment,  chiefly in Germany,  and price competition in
the batteries segment. Sales gains were realized on a constant currency basis in
the AMEE (Africa/Middle  East/Eastern  Europe) and Latin America regions,  where
the  manual  toothbrush  business  achieved  solid  growth  and  battery-powered
toothbrushes were successfully  launched.  Oral Care profit from operations grew
6% from a year ago, reflecting increased sales from new products,  including the
CrossAction Power battery toothbrush, partially offset by higher exchange-driven
European-based  manufacturing  costs and a double-digit  percentage  increase in
advertising to support new product launches.
<PAGE>
                                     PAGE 15
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Braun: Sales of Braun rose 11% above the previous year. Currency  represented 8%
of the increase.  Sales gains were driven by the  introduction of the FreeGlider
and  Flex  XP2  male  shavers  in  North  America,   the   introduction  of  the
SoftPerfection  epilator and the  top-of-the-line  Activator shaver in Japan and
Europe, and strong sales of household  appliances in Russia.  These gains helped
offset the  effects of a weak  economic  environment  in Europe and  competitive
pressures in mid-price shavers in Japan.  Favorable mix towards male shavers and
higher priced  household  appliances  were offset by a  double-digit  percentage
increase in  marketing  spending to support new product  launches  and by higher
European-based  manufacturing  costs due to  exchange.  This  resulted  in lower
profits and a 110 basis-point reduction in margin versus a year ago.

Personal  Care:  Sales for the quarter  increased 10%.  Exchange  impacted sales
favorably by 3%.  Growth was  primarily  driven by shave  preparations,  and was
achieved    in    all    regions    except    Latin    America.     Growth    in
antiperspirant/deodorants  also  contributed  to the  increase,  as  PowerStripe
technology was extended  throughout  the product line in the United States,  and
the restaging of the Right Guard brand gained strength in Europe. Profit for the
quarter  increased 54% as compared with the prior year, and margins  improved by
320 basis  points to 11.1%,  chiefly  due to growth  from new  products  and the
benefit  of  cost-savings  initiatives,   partially  offset  by  a  double-digit
percentage  increase  in  advertising  behind new  product  and brand  restaging
activities.

Nine Months 2003 versus 2002
----------------------------
Total Company:  Sales for the nine months ended  September 30, 2003,  were $6.63
billion,  an increase  of 12% versus the same  period  last year.  The impact of
exchange was 5%, and volume/mix contributed 7% to sales growth. Overall, pricing
had no material  impact on the period,  as price  increases in Blades and Razors
were offset by lower prices in Duracell. Profit from operations of $1.49 billion
increased 15% from $1.30 billion in the prior year,  and margin  increased by 60
basis points to 22.5%.  Profit from  operations  in 2002  included a $30 million
pretax gain on the sale of the Vaniqa  business.  The profit increase was driven
by strong  sales  growth from new  products,  ongoing  favorable  mix to premium
shaving products,  and cost-savings  initiatives,  which more than offset higher
European-based  costs due to exchange,  increased  advertising  investment,  and
incremental  Functional Excellence and pension expenses.  Heightened competitive
activity  is expected  for the  balance of the year in Blades and Razors,  which
could have a dampening  effect on Gillette's  2003 and 2004  earnings  potential
through increased marketing  investment and potential share loss. However,  this
activity is not  expected  to inhibit  our  ability to deliver on our  financial
growth targets.

Blades and Razors:  Sales rose 15%  compared  with the first nine months of last
year.  The impact of exchange was 5%. Sales growth was driven by the strength of
premium shaving systems and disposables.  Profit from operations was up 13% from
the  prior  year.  However,  favorable  product  mix was more  than  offset by a
double-digit  percentage  increase  in  marketing  support,  resulting  in  a 60
basis-point decline in margin.

Duracell:  Sales of Duracell for the nine months  increased 7% versus those of a
year ago,  with  currency  gains  accounting  for 4% of the  increase.  Consumer
pantry-loading  in North America during the first and third quarters of 2003 was
partially offset by lower pricing from the price-deal  realignment initiative in
North America and unmatched 2002 sales related to the  divestiture of the carbon
zinc businesses in South Africa and India. Profit year-to-date increased 62% and
margin grew 510 basis points, due to higher sales,  solid cost-savings  programs
and the absence of first-quarter 2002 costs associated with withdrawing selected
hearing aid batteries. These gains were partially offset by significantly higher
advertising expenses.
<PAGE>
                                     PAGE 16
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Oral Care:  Oral Care  sales for the nine  months  were 9% above  those of 2002.
Favorable  foreign  exchange  contributed  5% to the increase.  Sales growth was
driven by the success of new product  introductions in both the manual and power
categories,  as well as strong growth in emerging  markets.  Profit increased 2%
over the prior year, and margin was 120 basis points lower, as higher sales from
new  products  and  improved  product  mix  were  more  than  offset  by  higher
exchange-driven  export costs from Europe,  a significant  increase in marketing
expenses to launch new products in 2003, and higher warranty-related accruals in
the first quarter of 2003.

Braun:  Sales of Braun  increased 16% over the prior year,  with currency  gains
representing 10%. Growth was driven by significant gains in both male and female
electric shavers, as well as strong first-half sales of Thermoscan thermometers,
fueled by concerns over the SARS epidemic.  Profit from operations  declined 9%,
due to incremental  warranty accruals incurred in the first quarter of 2003, and
the impact of exchange on European-based  manufacturing  costs,  which more than
offset benefits from improved product mix, manufacturing efficiencies and strong
sales growth.

Personal  Care:  Personal Care sales  increased 7% over those of 2002.  Exchange
contributed 3% to the sales growth.  Volume growth was primarily driven by shave
preparations,   and  to  a  lesser   degree   by  new   product   successes   in
antiperspirant/deodorants.  Profit from operations  increased 50%, due to higher
sales and  cost-savings  initiatives,  partially  offset by increased  marketing
investment for new product launches.

Costs and Expenses
------------------
Third Quarter 2003 versus 2002
------------------------------
Gross profit for the three months ended  September 30, 2003,  was $1.47 billion,
an increase of 14% versus 2002.  Gross profit as a percentage  of sales of 61.1%
compared with 59.3% in 2002.  This  improvement  stemmed from favorable  product
line mix, cost-savings initiatives and manufacturing efficiencies,  particularly
at  Duracell,   partially  offset  by  higher  year-over-year   exchange  driven
European-based manufacturing costs.

Selling,  general and administrative  expenses  increased $102 million,  or 13%,
versus the prior year.  Advertising and sales promotion  combined  increased 29%
over the prior year, with advertising growing to 9.1% of sales, from 7.4% in the
prior year. The increase was driven by our marketing investments, which included
a higher level of sampling year-over-year. Every segment of the Company realized
a double-digit  percentage increase in advertising support.  Sales promotion was
flat as a percentage of sales,  although  display  support  increased due to the
launch of Mach3Turbo Champion in Blades and Razors.  Other selling,  general and
administrative  expenses  increased  6% from the prior year,  and fell 100 basis
points as a  percentage  of sales,  from  24.5% in the third  quarter of 2002 to
23.5% this year.  This  reduction was achieved  despite higher  European-  based
costs due to exchange.

Net interest expense decreased, due to lower rates year-over-year.

The  effective  tax rate was 30%,  versus 31% the year before.  The decrease was
primarily due to favorable  changes in the mix of earnings to countries taxed at
rates lower than the U.S. statutory rate.

Net income of $416  million  was 18% above the $354  million in the prior  year.
Diluted net income per common share of $.41 was 24% above the $.33  reported for
2002.  The growth in diluted  net income per common  share  outpaced  net income
growth due to a reduction in the number of  outstanding  shares  resulting  from
stock repurchases.
<PAGE>
                                     PAGE 17
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Nine Months Ended September 30, 2003 versus 2002
------------------------------------------------
Gross profit for the nine months ended September 30, 2003, was $4.05 billion, an
increase of 14% versus  2002.  Gross  profit as a  percentage  of sales of 61.0%
compared with 59.9% in 2002. This was due to favorable product mix in Blades and
Razors, cost-savings initiatives and manufacturing efficiencies, which more than
offset higher European-based costs due to exchange.

Selling,  general and administrative  expenses  increased $277 million,  or 12%.
Advertising  and  sales  promotion  expenses  combined  increased  by 21%,  with
advertising  up 25% to 8.6% of sales  from  7.7% in the  prior  year,  and sales
promotion up 13% versus last year.  Other  selling,  general and  administrative
expenses  increased  8%, and were down as a percentage  of sales,  to 26.1% from
27.0% in the prior  year.  This  reduction  was  achieved  through  cost-savings
initiatives,  offset partially by incremental  Functional Excellence and pension
expenses,  and higher European-based costs due to the strengthening of the Euro.
Net interest expense  decreased due to lower rates in 2003.  Exchange gains were
lower than in the prior year.

The  effective  tax rate was 30%,  versus 31% the prior year.  The  decrease was
primarily due to favorable  changes in the mix of earnings to countries taxed at
rates lower than the U.S. statutory rate.

Net income was $1.02 billion, up 17% versus $870 million a year earlier. Diluted
net income per  common  share of $.99 was 21% above $.82 in 2002.  Net income in
2002 included a $21 million  after-tax  gain on the sale of the Vaniqa  business
which had a $.02  favorable  impact on diluted net income per common share.  The
growth in diluted net income per common share, which outpaced net income growth,
was driven by a reduction in the number of  outstanding  shares  resulting  from
stock repurchases.

Financial Condition
-------------------
Cash provided by operations is the Company's  primary source of funds to finance
operating needs, capital expenditures,  stock repurchases and dividend payments.
Free cash flow for the nine months ended  September 30, 2003, was $1.51 billion,
compared  with $1.17  billion  in the same  period  last  year.  Free cash flow,
defined as cash flow from  operations less capital  investments,  is analyzed by
the Company as a measure of its liquidity, as well as its ability to fund future
growth and to provide a return to shareholders.  Free cash flow is not a measure
of the residual cash flow that is available for discretionary expenditures since
the Company has certain non-discretionary  obligations such as debt service that
are not deducted  from the measure.  A  reconciliation  of free cash flow to the
increase in cash and cash  equivalents  in accordance  with  Generally  Accepted
Accounting Principles (GAAP) follows.
<TABLE>
                                                         Nine months ended
                                                            September 30
                                                   -----------------------------
(Millions)                                              2003           2002
----------                                         -------------   -------------
<S>                                                  <C>           <C>
Net cash provided by operating activities          $1,702          $1,420

  Additions to property, plant and equipment         (218)           (278)
  Disposals of property, plant and equipment           28              31
                                                          ------          ------
Free cash flow                                            $1,512          $1,173
                                                          ------          ------
  Acquisition of business, net of
  cash acquired, and other                           (158)              1
Net cash used in investing activities              $ (348)         $ (246)

Net cash used in financing activities             $(1,315)        $(1,116)

Effect of exchange rate changes on cash                 5               2
Net cash used in discontinued operations                -             (26)
                                                   ------          ------
Increase in cash and cash equivalents              $   44          $   34
                                                   ======          ======
</TABLE>
<PAGE>
                                     PAGE 18
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Net cash  provided by operating  activities  was $1.70  billion  during the nine
months ended  September 30, 2003, as compared with $1.42 billion during the same
period in 2002.  The increase in net cash  provided by operating  activities  in
2003 was due  primarily  to $190  million in lower  pension  funding  and higher
profits.

Lower capital  spending during the nine months ended September 30, 2003, was due
primarily to timing.  Capital  spending  continued to be focused on new products
and cost-reduction projects.

In August 2003, the Company acquired a majority interest in Fujian Nanping Nanfu
Battery  Co.,  Ltd.,  a leading  battery  company in China.  The results of this
business are  reported as part of the Duracell  segment and were not material to
the quarter.

The Company spent $1.07  billion to  repurchase 35 million  shares and paid $501
million in dividends  during the nine months  ended  September  30, 2003.  Total
long-term  debt  increased by $163 million,  to $3.15 billion in September  2003
from $2.98 billion at December 2002. Loans payable increased by $59 million, and
cash and cash equivalents increased by $44 million for the same period.

The Company's  investment  grade long-term credit ratings of AA- from Standard &
Poor's and Aa3 from Moody's and commercial  paper ratings of A1+ from Standard &
Poor's and P1 from  Moody's  provide a high degree of  flexibility  in obtaining
funds.  The Company has the ability to issue up to $1.53  billion in  commercial
paper in the U.S. and Euro markets.  The Company's  commercial  paper program is
supported  by its  revolving  credit  facility and other  sources of  liquidity;
primarily the Company's cash flow from operations.  At September 30, 2003, there
was $609 million  outstanding under the Company's  commercial paper program,  an
increase of $60 million from $549 million  outstanding at December 31, 2002. The
Company has a revolving bank credit facility in the amount of $1.15 billion,  of
which $863 million is  available  on a 364-day  basis and expires on October 12,
2004, and $288 million is available for five years.  The Company believes it has
sufficient  alternative  sources of funding  available to replace its commercial
paper program, if necessary.

During 2002, two shelf  registration  statements were filed allowing the Company
to offer to the public up to $2.8 billion in debt  securities  in the U.S. It is
currently  anticipated  that the proceeds  from the sale of any debt  securities
issued  under  these  shelf  registration  statements  will  be  used  to  repay
commercial  paper  borrowings  and replace  other  maturing  debt,  although the
proceeds may also be used for other corporate purposes, including the repurchase
of the Company's common stock.


<PAGE>
                                     PAGE 19
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


During the nine months  ended  September  30,  2003,  $686 million was issued in
public offerings under these shelf registration  statements,  consisting of $300
million 2.875% notes,  due March 2008, $300 million 2.50% notes,  due June 2008,
$83 million in floating rate notes,  due April 2043, and $3 million issued under
the Gillette  medium-term  note program.  All proceeds from these issuances were
used to reduce commercial paper borrowings.  The $83 million floating rate notes
are  redeemable at the option of the holder at various  prices on a yearly basis
from April 2004 to April 2014 and each third anniversary thereafter to maturity.
The floating rate notes are also  redeemable at the Company's  option at various
prices from April 2033 to  maturity.  At  September  30,  2003, a total of $1.29
billion remained available under these shelf registrations.

With its strong brands, leading market positions, strong financial condition and
substantial  cash-generating  capability,  Gillette  expects to continue to have
capital  available  for  growth  through  both  internally  generated  funds and
significant credit resources. The Company has substantial unused lines of credit
and access to worldwide  financial markets,  enabling the Company to raise funds
at favorable rates.

The Company has no material contingent commitments.  The Company has no material
"off balance  sheet"  arrangements  and no  non-consolidated  Variable  Interest
Entities.


Functional Excellence
---------------------

In the second  quarter of 2002,  the Company began actions  associated  with its
Functional  Excellence  initiative,  which is described in Notes to Consolidated
Financial  Statements.  The total cost of this project is estimated at $350-$400
million  through  2005.   Annualized  savings  from  the  Functional  Excellence
initiative are currently expected to be approximately $300-$350 million by 2006.

During 2002, the Company  recorded  expenses  related to this  initiative in the
amount of $121 million ($79 million  after taxes,  or $.07 in diluted net income
per common share).  Charges for the three and nine-month periods ended September
30, 2003 and 2002, follow:
<TABLE>
<CAPTION>
(Millions, except per share amounts)            Three Months Ended         Nine months Ended
                                                   September 30              September 30
                                                ------------------         ------------------
                                                 2003        2002           2003        2002
                                                 ----        ----           ----        ----
<S>                                             <C>        <C>           <C>           <C>

Functional Excellence expense                    $ 17        $ 17           $103        $ 48

Functional Excellence expense, net of tax        $ 14        $ 11           $ 85        $ 30

Impact on diluted net income per share           $.01        $.01           $.08        $.03
</TABLE>

Third quarter 2003 Functional  Excellence charges were recorded to cost of goods
sold in the amount of $2 million  and to  selling,  general  and  administrative
expense in the amount of $15 million. Of the $103 million in charges through the
first nine months of 2003, $15 million was charged to cost of goods sold and $88
million was  charged to  selling,  general  and  administrative  expense.  It is
currently  expected  that  total 2003  Functional  Excellence  expenses  will be
approximately  $140 million.  Additional costs will be recorded in 2004 and 2005
as programs are developed and approved.  These  forward-looking cost and savings
numbers contain management estimates that are subject to change over time.
<PAGE>
                                     PAGE 20
                       DISCLOSURE CONTROLS AND PROCEDURES


Item 4. Controls and Procedures

The Company's  management,  under the supervision and with the  participation of
the  Company's  Chief  Executive  Officer  ("CEO") and Chief  Financial  Officer
("CFO"),  has evaluated the effectiveness of the Company's  disclosure  controls
and  procedures as defined in Securities  and Exchange  Commission  ("SEC") Rule
13a-15(e)  as of the end of the  period  covered by this  report.  Based on that
evaluation,  management has concluded that the Company's disclosure controls and
procedures are effective to ensure that information  required to be disclosed by
the Company in reports that it files or submits  under the  Securities  Exchange
Act is communicated to management,  including the CEO and CFO, as appropriate to
allow timely decisions regarding required disclosure and is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms.

There  have been no  significant  changes in  internal  control  over  financial
reporting that have materially affected,  or are reasonably likely to materially
affect, the Company's internal control over financial reporting.
<PAGE>

                                     PAGE 21
                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

We are subject,  from time to time, to legal proceedings and claims  arising out
of our business,  which cover a wide range of matters,  including  antitrust and
trade  regulation,  advertising,  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 our  consolidated  financial
position, results of operations or liquidity.


Item 5. Other Information

Shareholder Proposals
---------------------
The Company's 2004 Annual Meeting of Shareholders is scheduled to be held on May
20, 2004. The deadline for submitting shareholder proposals for inclusion in the
Company's  proxy  statement  and form of proxy for that  meeting is  December 8,
2003.

Cautionary Statement
--------------------
Certain  statements  that we may  make from time to time,  including  statements
contained  in this report,  constitute  "forward-looking  statements"  under the
federal securities laws.  Forward-looking  statements may be identified by words
such as "plans," "expects," "believes," "anticipates,"  "estimates," "projects,"
"will" and other words of similar meaning used in conjunction  with, among other
things,  discussions  of  future  operations,   acquisitions  and  divestitures,
financial  performance,  our strategy for growth,  product  development  and new
product launches, market position and expenditures.

Forward-looking  statements are based on current  expectations of future events,
but actual results could vary materially from our  expectations and projections.
Investors  are  cautioned  not to place undue  reliance  on any  forward-looking
statements. We assume no obligation to update any forward-looking statements. We
caution that  historical  results  should not be relied upon as  indications  of
future performance.
<PAGE>
                                     PAGE 22
                           PART II. OTHER INFORMATION


Factors  that  could  cause  actual  results  to differ  materially  from  those
expressed in any forward-looking statement made by us, or on our behalf, include
the following, some of which are described in greater detail below:

- the pattern of our sales, including variations in sales volume within periods;
- consumer demands and  preferences, including  the  acceptance by our customers
  and consumers of new products and line extensions;
- the mix of products sold;
- our  ability to control our internal costs and  the cost of raw materials;
- competitive  factors, including the prices,  promotional  incentives and trade
  terms of our  products and our response, as well as those of our customers and
  competitors,  to  changes  in  these  terms;
- business  combinations  and divestitures of our competitors and customers;
- our technological advances and/or those of our competitors;
- new patents granted to us or our competitors;
- changes in exchange rates in one or more of our geographic markets;
- changes in laws and  regulations, including  trade  regulations, accounting
  standards and tax laws, governmental actions affecting the manufacturing and
  sale of our products, unstable governments and legal systems, and
  nationalization of industries;
- changes in accounting policies;
- acquisition, divestiture or other collaborative activities; or
- the impact of general political and economic  conditions or hostilities in the
  United States or in other parts of the world.
<PAGE>
                                     PAGE 23
                           PART II. OTHER INFORMATION


Competitive Environment
-----------------------
We experience intense competition for sales of our products in most markets. Our
products compete with widely advertised,  well-known,  branded products, as well
as private label products,  which typically are sold at lower prices. In most of
our  markets,  we have  major  competitors,  some of which are  larger  and more
diversified than we are.  Aggressive competition within our markets to preserve,
gain or regain market share can affect our results in any given period.


Changes in Technology and New Product Introductions
---------------------------------------------------
In  most  product   categories  in  which  we  compete,   there  are  continuous
technological  changes  and  frequent  introductions  of new  products  and line
extensions.  Our ability to  successfully  introduce new products  and/or extend
lines of established products will depend on, among other things, our ability to
identify  changing   consumer  tastes  and  needs,   develop  new  technologies,
differentiate our products and gain market acceptance of new products. We cannot
be certain that we will successfully achieve these goals.

With respect  specifically to primary alkaline batteries,  category growth could
be adversely affected by the following additional factors:

- technological or design changes in portable  electronic and other devices that
  use batteries as a power source;
- continued improvement in the service life of primary batteries;
- improvements in rechargeable battery technology; or
- the development of new battery technologies.

Intellectual Property
---------------------
We rely upon patent,  copyright,  trademark  and trade secret laws in the United
States and in other countries to establish and maintain our  proprietary  rights
in  technology,  products  and our brands.  Our  intellectual  property  rights,
however,  could be challenged,  invalidated or  circumvented.  We do not believe
that our products infringe the intellectual  property rights of others, but such
claims, if they are established,  can result in material  liabilities or loss of
business.

Cost-Savings Strategy
---------------------
We have implemented and approved a number of programs  designed to reduce costs.
Such  programs  will  require,   among  other  things,   the  consolidation  and
integration  of  facilities,  functions,  systems and  procedures,  all of which
present significant management  challenges.  There can be no assurance that such
actions will be  accomplished  as rapidly as anticipated or that the full extent
of expected cost reductions will be achieved.
<PAGE>
                                     PAGE 24
                           PART II. OTHER INFORMATION


Sales and Operations Outside of the United States
-------------------------------------------------
Sales  outside of the  United  States  represent  a  substantial  portion of our
business.  In  addition,  we  have a  number  of  manufacturing  facilities  and
suppliers  located  outside of the United  States.  Accordingly,  the  following
factors could adversely affect operating results in any reporting period:

- changes in political or economic conditions;
- trade protection  measures;
- import  or  export  licensing  requirements;
- changes in the mix of earnings taxed at varying rates;
- unexpected  changes in regulatory  requirements or tax laws; or
- longer payment cycles in certain countries.

We are also exposed to foreign currency  exchange rate risks with respect to our
sales, profits, and assets and liabilities  denominated in currencies other than
the U.S.  dollar.  Although we use instruments to hedge certain foreign currency
risks (through foreign currency forward,  swap and option contracts and non-U.S.
dollar  denominated  financings) and we are partially hedged through our foreign
manufacturing  operations,  there  can be no  assurance  that we  will be  fully
protected against foreign currency fluctuations.

Retail Environment
------------------
With the  growing  trend  towards  retail  trade  consolidation,  especially  in
developed  markets  such as the United  States and Europe,  we are  increasingly
dependent upon key retailers whose bargaining strength is growing.  Accordingly,
we face greater  pressure from retail trade  customers to provide more favorable
trade terms.

We can be  negatively  affected by changes in the  policies of our retail  trade
customers,  such as inventory  destocking,  limitations on access to shelf space
and other conditions. Many of our customers, particularly our high-volume retail
trade customers,  have engaged in accelerated efforts to reduce inventory levels
and  shrinkage and to change  inventory  delivery  systems.  While we expect the
level of trade  inventory of our  products to decline  over time,  the speed and
magnitude  of such  reductions,  and/or our  inability  to develop  satisfactory
inventory  delivery  systems,  could adversely affect  operating  results in any
reporting period.

Effect of  Military Hostilities and Political Activity
------------------------------------------------------
Recent  military  hostilities and the threat of future  hostilities,  as well as
attendant political activity, have created an atmosphere of economic uncertainty
throughout the world. A disruption in our supply chain, an increase in import or
export  costs and/or  other  macroeconomic  events  resulting  from  military or
political  events could  adversely  affect  operating  results in any  reporting
period.
<PAGE>
                                     PAGE 25
                           PART II. OTHER INFORMATION



Item 6(a)  Exhibits

The following exhibits are included herewith:

10.1 Employment Agreement,  dated January 19, 2001, between The Gillette Company
and James M. Kilts, as amended through August 6, 2003.

10.2 $862,500,000 364-Day Credit Agreement,  dated as of October 14, 2003, among
The Gillette Company, JPMorgan Chase Bank, as agent, and a syndicate of domestic
and foreign banks.

10.3 $287,500,000  5-Year Credit Agreement,  dated as of October 14, 2003, among
The Gillette Company, JPMorgan Chase Bank, as agent, and a syndicate of domestic
and foreign banks.

12   Statement  Regarding  Computation  of  Ratio of  Earnings  to Fixed
Charges.

31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).

31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).

32   Certification   Pursuant  to  Rule   13a-14(b)   and  Section  906  of  the
Sarbanes-Oxley  Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63
of Title 18, United States Code).

Item 6(b) Reports on Form 8-K

The  following  reports  on Form 8-K were  filed or  furnished  to the
Commission:

(a) The  Company  furnished,  on August 5,  2003,  a  current report on Form 8-K
containing  one exhibit:  a Press Release  announcing  the  Company's  financial
results for the second quarter of 2003.

(b) The  Company  furnished  on August  7,  2003, a  current  report on Form 8-K
containing  two  exhibits:  the  employment agreement  between  the Company  and
James M. Kilts, as amended,  and a press release announcing that James M. Kilts,
Chairman and Chief Executive Officer,  had extended his employment agreement for
one year.
<PAGE>
                                     PAGE 26
                                    SIGNATURE

SIGNATURES

Pursuant  to the  requirements  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)




/s/ Claudio E. Ruben
--------------------------------
Claudio E. Ruben
Vice President, Controller
and Principal Accounting Officer

November 4, 2003
<PAGE>
EXHIBIT INDEX


Exhibit Number and Description

Exhibit 10.1   Employment  Agreement,  dated  January  19,  2001,   between  The
Gillette Company and James M. Kilts, as amended through August 6, 2003.

Exhibit 10.2   $862,500,000  364-Day  Credit  Agreement, dated as of October 14,
2003, among The Gillette Company, JPMorgan Chase Bank, as agent, and a syndicate
of domestic and foreign banks.

Exhibit 10.3   $287,500,000  5-Year  Credit  Agreement,  dated as of October 14,
2003, among The Gillette Company, JPMorgan Chase Bank, as agent, and a syndicate
of domestic and foreign banks.

Exhibit 12     Statement  Regarding  Computation  of  Ratio of  Earnings  to
Fixed Charges.

Exhibit  31.1  Certification  of  Chief  Executive  Officer  Pursuant  to  Rule
13a-14(a).

Exhibit  31.2  Certification  of  Chief  Financial  Officer  Pursuant  to  Rule
13a-14(a).

Exhibit 32     Certification   Pursuant  to  Rule  13a-14(b)  and  Section  906
of  the Sarbanes-Oxley  Act of 2002 (subsections (a) and (b) of Section 1350,
Chapter 63 of Title 18, United States Code).