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, 2002              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, 2002  .. . . . . . . . . . . . . . .1,054,979,520
<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 30             September 30
                                                       ------------------        ----------------
                                                          2002       2001         2002       2001
                                                          ----       ----         ----       ----
<S>                                                  <C>       <C>            <C>       <C>
Net Sales ..........................................   $ 2,168    $ 2,123      $ 5,924     $ 5,666
Cost of Sales ......................................       882        922        2,374       2,317
                                                       -------    -------      -------     -------
  Gross Profit .....................................     1,286      1,201        3,550       3,349

Selling, General and Administrative Expenses .......       764        728        2,281       2,182
Restructuring - Gain on Sale of Vaniqa .............         -          -          (30)          -
                                                       -------    -------      -------     -------
  Profit from Operations ...........................       522        473        1,299       1,167

Nonoperating Charges (Income):
  Interest income ..................................        (7)        (1)         (18)         (3)
  Interest expense .................................        21         34           65         119
  Exchange .........................................        (9)         6          (17)         13
  Other charges - net ..............................         4          5            8           9
                                                       -------    -------      -------     -------
                                                             9         44           38         138
                                                       -------    -------      -------     -------
Income before Income Taxes .........................       513        429        1,261       1,029

Income Taxes .......................................       159        133          391         319
                                                       -------    -------      -------     -------
  Net Income .......................................   $   354    $   296      $   870     $   710
                                                       =======    =======      =======     =======
  Adjusted Net Income, assuming the adoption
  of SFAS 142 for 2001 .............................   $   354    $   302      $   870     $   727
                                                       =======    =======      =======     =======


Net Income per Common Share:
  Basic ............................................   $   .33    $   .28      $   .82     $   .67
                                                       =======    =======      =======     =======
  Assuming Full Dilution ...........................   $   .33    $   .28      $   .82     $   .67
                                                       =======    =======      =======     =======
Adjusted Net Income per Common Share:
  Basic ............................................   $   .33    $   .28      $   .82     $   .69
                                                       =======    =======      =======     =======
  Assuming Full Dilution ...........................   $   .33    $   .28      $   .82     $   .69
                                                       =======    =======      =======     =======


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

Weighted average number of common shares outstanding
  Basic ............................................     1,058      1,055        1,057       1,055
  Assuming full dilution ...........................     1,060      1,058        1,061       1,058
</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,
                                                               2002         2001             2001
                                                          ------------   ------------   ------------
                                                           (Unaudited)                   (Unaudited)
<S>                                                         <C>            <C>          <C>
Current Assets:
  Cash and cash equivalents ..............................   $  981       $   947        $    68
  Trade receivables, less allowances, September 2002, $61;
    December 2001, $69; September 2001, $62 ..............    1,220         1,473          1,499
  Other receivables ......................................      282           313            304
  Inventories
     Raw materials and supplies ..........................      113           130            145
     Work in process .....................................      246           183            215
     Finished goods ......................................      821           698            954
                                                            -------       -------        -------
       Total Inventories .................................    1,180         1,011          1,314
                                                            -------       -------        -------

  Deferred income taxes ..................................      491           481            578
  Other current assets ...................................      251           207            200
  Net assets of discontinued operations...................        -            23             28
                                                            -------       -------        -------
       Total Current Assets ..............................    4,405         4,455          3,991
                                                            -------       -------        -------

Property, Plant and Equipment, at cost ...................    6,304         6,005          5,991
Less accumulated depreciation ............................   (2,809)       (2,457)        (2,454)
                                                            -------       -------        -------
       Net Property, Plant and Equipment .................    3,495         3,548          3,537
                                                            -------       -------        -------

Goodwill .................................................      952           935          1,051
Intangible Assets, less accumulated amortization .........      400           418            480
Other Assets .............................................      766           613            618
                                                            -------       -------        -------

                                                            $10,018       $ 9,969        $ 9,677
                                                            =======       =======        =======
</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,
                                                          2002         2001             2001
                                                     ------------   ------------   ------------
                                                      (Unaudited)                   (Unaudited)
<S>                                                <C>                <C>          <C>
Current Liabilities:
  Loans payable ....................................   $ 1,176        $  2,235      $  1,808
  Current portion of long-term debt ................       755             428           565
  Accounts payable .................................       519             401           353
  Accrued liabilities ..............................     1,238           1,307         1,306
  Dividends payable ................................         -             172             -
  Income taxes .....................................       345             295           416
                                                       --------       --------       --------
     Total Current Liabilities .....................     4,033           4,838         4,448
                                                       --------       --------       --------

Long-Term Debt .....................................     1,852           1,654         1,669
Deferred Income Taxes ..............................       591             459           449
Other Long-Term Liabilities ........................       713             805           715
Minority Interest ..................................        44              42            44

Contingent Redemption Value of Common Stock
  Put Options ......................................       241              34            99

Stockholders' Equity:
  Common stock, par value $1.00 per share:
    Authorized 2,320 shares
    Issued: Sept. 2002, 1,370 shares;
            Dec. 2001, 1,368 shares;
            Sept. 2001, 1,367 shares ...............     1,370           1,368         1,367
  Additional paid-in capital .......................       931           1,094         1,013
  Earnings reinvested in the business ..............     6,604           6,077         6,220
  Accumulated other comprehensive loss .............    (1,396)         (1,437)       (1,382)
  Treasury stock, at cost: Sept. 2002,
    Dec. and Sept. 2001, 312 shares .................   (4,965)         (4,965)       (4,965)
                                                       --------       --------       --------
          Total Stockholders' Equity ...............     2,544           2,137         2,253
                                                       --------       --------       --------
                                                       $10,018        $  9,969       $ 9,677
                                                       ========       ========       ========
</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
                                                            ------------------
                                                            2002         2001
                                                            ----         ----
<S>                                                     <C>         <C>
Operating Activities

    Net income .....................................       $ 870        $ 710
    Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization ................         371          359
      Other ........................................          12           (9)
      Changes in assets and  liabilities,  excluding
      effects of acquisitions and divestitures:
        Accounts receivable ........................         323          637
        Inventories ................................        (146)        (183)
        Accounts payable and accrued liabilities ...          82         (235)
        Other working capital items ................         (97)         (39)
        Other noncurrent assets and liabilities ....           5          (60)
                                                           -----        -----
          Net cash provided by operating activities        1,420        1,180
                                                           -----        -----
Investing Activities

    Additions to property, plant and equipment .....        (278)        (449)
    Disposals of property, plant and equipment .....          31           84
    Other ..........................................           1            1
                                                           -----        -----
          Net cash used in investing activities ....        (246)        (364)
                                                           -----        -----
Financing Activities

    Purchase of treasury stock                                 -          (12)
    Proceeds from sale of put options ..............          15            8
    Proceeds from exercise of stock option and
         purchase plans ............................          31           33
    Proceeds from long-term debt ...................         619          200
    Repayment of long-term debt ....................        (197)        (256)
    Decrease in loans payable ......................      (1,061)        (372)
    Dividends paid .................................        (515)        (514)
    Settlements of debt-related derivative contracts          (8)           6
                                                           -----        -----
          Net cash used in financing activities ....      (1,116)        (907)
                                                           -----        -----
Effect of Exchange Rate Changes on Cash ............           2           (2)
Net Cash Provided (Used) by Discontinued Operations.         (26)          99
                                                           -----        -----
Increase in Cash and Cash Equivalents ..............          34            6
Cash and Cash Equivalents at Beginning of Period ...         947           62
                                                           -----        -----
Cash and Cash Equivalents at End of Period .........       $ 981        $  68
                                                           =====        =====
Supplemental disclosure of cash paid for:

    Interest .......................................       $ 66         $ 135
    Income taxes ...................................       $218         $ 153

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


                                         Three Months Ended   Nine Months Ended
                                            September 30         September 30
                                         ------------------    ----------------
                                           2002        2001      2002      2001
                                           ----        ----      ----      ----
Net Income, as reported                   $ 354       $ 296     $ 870     $ 710
  Other Comprehensive Income (Loss),
    net of tax:
  Foreign Currency Translation               32          21        39       (58)
  Cash Flow Hedges                            -          (3)        2       (10)
                                          -----       -----     -----     -----
Comprehensive Income                      $ 386       $ 314     $ 911     $ 642
                                          =====       =====     =====     =====
Adjusted Comprehensive Income,
  assuming the adoption of SFAS 142
  for 2001                                $ 386       $ 320     $ 911     $ 659
                                          =====       =====     =====     =====


Accumulated Other Comprehensive Loss
------------------------------------
The accumulated balances for the components of 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, 2000         $(1,280)       $ (34)       $   -        $(1,314)
Change in period                        19            -           (7)            12
Income tax benefit (expense)           (62)           -            2            (60)
                                    ------        ------       ------        -------
Balance  March 31, 2001            $(1,323)       $ (34)       $  (5)       $(1,362)
Change in period                       (16)           -           (4)           (20)
Income tax benefit (expense)           (20)           -            2            (18)
                                    ------        ------       ------        -------
Balance June 30, 2001              $(1,359)       $ (34)       $  (7)       $(1,400)
Change in period                        (2)           -           (4)            (6)
Income tax benefit (expense)            23            -            1             24
                                     ------       ------       ------        -------
Balance September 30, 2001         $(1,338)       $ (34)       $ (10)       $(1,382)
                                     ======       ======       ======        =======

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)
                                     ======       ======       ======        =======
</TABLE>
The change in  accumulated  foreign  currency  translation  adjustments  for the
quarters  ending  September  30, 2002 and 2001,  were gains,  net of tax, of $32
million and $21 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


Accounting Comments
-------------------
Reference is made to the registrant's 2001 Annual Report to Stockholders,  which
contains, at pages 26 through 50, 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, 2001.

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 Gain or
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."

Prior-year  financial  statements have been  reclassified to conform to the 2002
presentations.


Accounting Pronouncements
-------------------------

In April 2001,  the EITF reached a consensus on Issue No. 00-25,  "Vendor Income
Statement  Characterization  of  Consideration  to a Purchaser  of the  Vendor's
Products or Services." In November 2001, the issues discussed in EITF 00-25 were
codified with related issues into EITF 01-9, "Accounting for Consideration Given
By a Vendor To a Customer (Including a Reseller of the Vendor's Products)." This
issue  addresses  the  income   statement   classification   of  slotting  fees,
cooperative  advertising  arrangements and buydowns. The consensus requires that
certain  customer  promotional  payments  that  were  previously  classified  as
marketing expenses be classified as a reduction of revenue.  The Company adopted
the  consensus on January 1, 2002.  The  adoption of EITF 00-25  resulted in the
following reclassifications in the three months ended September 30, 2001, income
statement:  net sales,  gross  profit and  selling,  general and  administrative
expenses  were reduced by $238 million.  The adoption of EITF 00-25  resulted in
the  following  reclassifications  in the nine months ended  September 30, 2001,
income   statement:   net  sales,   gross  profit  and   selling,   general  and
administrative expenses were reduced by $576 million. The adoption of EITF 00-25
had no impact on profit from operations, net income or earnings per share.
<PAGE>
                                     PAGE 7
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


In July 2001,  Statement  of  Financial  Accounting  Standards  (SFAS) No.  142,
"Goodwill  and Other  Intangible  Assets," was issued.  The Company  adopted the
provisions  of SFAS 142 on January 1, 2002.  SFAS 142 requires that goodwill and
other  intangible  assets  with  indefinite  lives no longer be  amortized,  but
instead be tested for impairment,  at least annually, in accordance with the new
impairment  testing  provisions  of SFAS 142.  Statement  142 also requires that
intangible assets with estimable useful lives be amortized over their respective
useful lives to their estimated  residual values, and reviewed for impairment in
accordance  with  SFAS  144,  "Accounting  for the  Impairment  or  Disposal  of
Long-Lived Assets."

During the first quarter of 2002,  the Company  completed its  evaluation of the
carrying amounts of goodwill and other intangible assets, and noted that certain
goodwill and indefinite-lived intangible assets were inadvertently excluded from
the Company's disclosures of goodwill and indefinite-lived  intangible assets in
the "Effect of Recent  Accounting  Pronouncements"  footnote in the consolidated
financial statements for the year ended December 31, 2001.  Unamortized goodwill
at December 31, 2001, was $935 million. Unamortized other intangible assets with
indefinite lives at December 31, 2001, was $313 million.

The net impact of the adoption of SFAS 142 is a reduction of annual amortization
expense of $34 million.  No impairment  losses were recognized due to the change
in accounting principle.
<TABLE>
Intangible Assets (Millions)
----------------------------
<CAPTION>
                              Weighted
                              Average      September 30, 2002         December 31, 2001      September 30, 2001
                           Amortization  ----------------------   ----------------------   ----------------------
                               Period    Carrying  Accumulated    Carrying  Accumulated    Carrying  Accumulated
                               (Years)    Amount   Amortization    Amount   Amortization    Amount   Amortization
                           ------------  --------  ------------   --------  ------------   --------  ------------
<S>                        <C>         <C>         <C>           <C>        <C>            <C>        <C>
Amortized Intangible Assets
  Patents                           6       $ 103      $  50        $ 103        $  38        $ 175      $  46
  Trademarks                        6          11          2           11            1           11          1
  Software                          5          11          9           16            7           16          7
  Endorsements                      -          61         61           61           61           61         61
  Other                            23          12          3           12            3           12          2
                                            -----      -----        -----        -----        -----      -----
Total                               7       $ 198      $ 125        $ 203        $ 110        $ 275      $ 117
                                            =====      =====        =====        =====        =====      =====
Unamortized Intangible Assets
  Trademarks                                $ 315                   $ 313                     $ 316
  Pension                                      12                      12                         6

Aggregate Amortization Expense:
  For the Three Months ended
    September 30, 2002          $  5
    September 30, 2001          $ 14
  For the Nine Months ended
    September 30, 2002          $ 15
    September 30, 2001          $ 42

Estimated Amortization Expense:
  For the Years ended
    December 31, 2002           $ 20
                 2003           $ 19
                 2004           $ 18
                 2005           $  5
                 2006           $  5
                 2007           $  2
</TABLE>
<PAGE>
                                     PAGE 8
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>

Total Goodwill by segment follows.
<CAPTION>
                          September 30,   Decemeber 31,   September 30,
Net Carrying Amount           2002            2001           2001
                          ------------    ------------    ------------
<S>                        <C>             <C>            <C>
Blades & Razors             $ 140            $ 140         $ 140
Personal Care                   -                -             -
Duracell                      563              550           660
Oral Care                     173              172           174
Braun                          76               73            77
                            ------           -----        ------
  Total                     $ 952            $ 935        $1,051
                            ======           =====        ======

The change  between the December 31, 2001,  and September 30, 2002,  balances is
mainly due to the impact of foreign currency translation.
 </TABLE>
<PAGE>
                                     PAGE 9
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>

The following tables present a reconciliation of net income,  earnings per share
and  comprehensive  income,  as reported,  to adjusted amounts which include the
impact of the adoption of SFAS 142 for all periods presented.

Goodwill and Intangible Assets - Adoption of SFAS 142
           (millions, except per share amounts)
-----------------------------------------------------
<CAPTION>

                                                 Three Months Ended       Nine Months Ended
                                                    September 30             September 30
                                                -------------------      -------------------
                                                   2002        2001         2002        2001
                                                 ------      ------       ------      ------
<S>                                            <C>          <C>           <C>         <C>
Net Income
----------
Net income, as reported                          $ 354       $ 296        $ 870       $ 710

  Add:  Goodwill amortization, net of tax                        6                       17
  Add:  Trademark amortization, net of tax                       2                        6
  Less: Amortization from change in useful                      (2)                      (6)
        lives, net of tax
                                                 -----       -----        -----       -----
Adjusted net income                              $ 354       $ 302        $ 870       $ 727
                                                 =====       =====        =====       =====


Net Income Per Common Share
---------------------------
Basic, as reported                               $ .33       $ .28        $ .82       $ .67

  Add:  Goodwill amortization, net of tax                        -                      .02
  Add:  Trademark amortization, net of tax                       -                        -
  Less: Amortization from change in useful                       -                        -
        lives, net of tax
                                                 -----       -----        -----       -----
Basic, adjusted                                  $ .33       $ .28        $ .82       $ .69
                                                 =====       =====        =====       =====


Assuming full dilution, as reported              $ .33       $ .28        $ .82       $ .67

  Add:  Goodwill amortization, net of tax                        -                      .02
  Add:  Trademark amortization, net of tax                       -                        -
  Less: Amortization from change in useful                       -                        -
        lives, net of tax
                                                 -----       -----        -----       -----
Assuming full dilution, adjusted                 $ .33       $ .28        $ .82       $ .69
                                                 =====       =====        =====       =====


Comprehensive Income
--------------------
Comprehensive income, as reported                $ 386       $ 314        $ 911       $ 642

  Add:  Goodwill amortization, net of tax                        6                       17
  Add:  Trademark amortization, net of tax                       2                        6
  Less: Amortization from change in useful                      (2)                      (6)
        lives, net of tax
                                                 -----       -----        -----       -----
Adjusted comprehensive income                    $ 386       $ 320        $ 911       $ 659
                                                 =====       =====        =====       =====
</TABLE>
<PAGE>

                                     PAGE 10
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


In June 2001, SFAS No. 143,  "Accounting for Asset Retirement  Obligations," was
issued.  SFAS 143 addresses  financial  accounting and reporting for obligations
associated with the retirement of tangible  long-lived assets and the associated
asset  retirement  costs.  It requires that the fair value of a liability for an
asset retirement  obligation be recognized in the period in which it is incurred
if a reasonable  estimate of fair value can be made.  The Company plans to adopt
the  provisions of SFAS 143 on January 1, 2003, and does not expect the adoption
to have a material impact on its financial statements.

In August 2001,  SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets,"  was issued.  It provides new  guidance  that  modifies the
existing  guidance in SFAS 121 and in APB Opinion No. 30. Goodwill will still be
evaluated for impairment under SFAS 142. The Company adopted SFAS 144 on January
1,  2002.  Its  adoption  did not have any  impact  on the  Company's  financial
statements.

In April 2002,  SFAS No. 145,  "Rescission of FASB  Statements No. 4, 44 and 64,
Amendment of FASB Statement No. 13, and Technical Corrections," was issued. SFAS
145 rescinds SFAS 4 and SFAS 64 related to classification of gains and losses on
debt extinguishment such that most debt extinguishment  gains and losses will no
longer be classified as extraordinary. SFAS 145 also amends SFAS 13 with respect
to sales-leaseback transactions.  The Company adopted the provisions of SFAS 145
effective  April 1,  2002,  and the  adoption  had no  impact  on the  Company's
reported results of operations or financial position.

In June 2002, the FASB issued SFAS 146,  "Accounting  for Costs  Associated with
Exit or Disposal  Activities." This statement addresses financial accounting and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging  Issues Task Force (EITF) Issue No. 94-3,  "Liability  Recognition  for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including  Certain  Costs  Incurred  in a  Restructuring)."  The  statement  is
effective for exit or disposal  activities  initiated  after  December 31, 2002,
with early  application  encouraged.  Management is in the process of evaluating
the impact of this  statement and does not believe that its adoption will have a
material impact on the financial statements.

Advertising
-----------
The  advertising  expense  detailed  below is included  in selling,  general and
administrative expenses.
<TABLE>
<CAPTION>
                              Three Months Ended        Nine Months Ended
                                 September 30              September 30
                              ------------------        ----------------
                                 2002       2001         2002       2001
                                 ----       ----         ----       ----
<S>                         <C>       <C>            <C>       <C>
Net Sales                    $ 2,168     $ 2,123      $ 5,924    $ 5,666

Advertising                      160         160          456        422

  % Net Sales                    7.4%        7.5%         7.7%       7.4%
</TABLE>
<PAGE>
                                     PAGE 11
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Restructuring and Asset Impairments
-----------------------------------
On December 18, 2000, the Company announced a restructuring program and impaired
certain  intangible assets. In accordance with EITF Issue No. 94-3, SFAS 121 and
SAB 100,  the  Company  recorded,  in the fourth  quarter  of 2000,  a charge to
operating  expenses of $572 million ($430  million  after taxes,  or $.41 in net
income per common share, fully diluted).

The charge for the  restructuring  program was $360 million,  and activity under
the program is virtually complete.  The majority of the remaining balance is due
to the timing of severance and other benefit  payments.  The charge for impaired
intangible  assets  was $212  million to write  down $157  million  of  acquired
goodwill relating to the Thermoscan personal  diagnostic  appliance brand in the
Braun segment and $55 million of acquired  goodwill and identifiable  intangible
assets for certain national battery brands in the Duracell segment.

Details of the  activity in the 2000  restructuring  program  follow.  The other
benefits  portion of  employee-related  expenses,  shown below,  include  fringe
benefits,   outplacement  fees  and  special  termination  benefits  related  to
pensions.

<TABLE>
<CAPTION>
2000 Restructuring Program
--------------------------
                                                      Year to        Plan
                                         Activity       Date       Inception
                             Initial      Through       2002        Through          Balance
(Millions)                  Provision       2001      Activity   Sept. 30, 2002   Sept. 30, 2002
---------------------       ---------   -----------   --------   --------------   --------------
<S>                        <C>        <C>          <C>           <C>             <C>
Employee-related expenses
  Severance payments          $146        $ 90         $ 38          $128             $ 18
  Other benefits                67          47           11            58                9
Asset impairments
  Prop., plant, & equip.       120         120            -           120                -
Contractual obligations
  and other                     27          24            3            27                -
                              ----        ----         ----          ----             ----
Total                         $360        $281         $ 52          $333             $ 27
                              ====        ====         ====          ====             ====

Employee Reductions          2,700       2,620          139         2,759                -
</TABLE>

<PAGE>
                                     PAGE 12
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Restructuring and Asset Impairments (Continued)
-----------------------------------------------
During the fourth quarter of 2001, the Company  recorded a charge of $63 million
associated with the withdrawal  from several noncore  businesses and the closing
of one factory in the Duracell  segment.  The factory closure,  based on a study
that  revealed  excess  worldwide  capacity,  resulted in the  reduction  of 170
employees. The factory closure and the majority of employee reductions have been
completed.

In June 2002,  the  Company  recorded a $30  million  pretax gain on the sale of
Gillette's  rights in the Vaniqa  business.  Vaniqa,  a prescription  cream that
slows the growth of unwanted  facial hair in women,  was  distributed  through a
joint  venture with  Bristol-Myers  Squibb.  This gain included a recovery of $8
million to the  restructuring  reserve.  Proceeds from the sale were received in
June 2002. Details of the activity in the 2001 restructuring program follow.
<TABLE>

<CAPTION>
2001 Restructuring Program
--------------------------
                                                      Year to         Plan
                                         Activity       Date        Inception
                             Initial     Through        2002         Through         Balance
(Millions)                  Provision      2001       Activity    Sept. 30, 2002  Sept. 30, 2002
---------------------       ---------    --------     --------    --------------  --------------
<S>                        <C>        <C>          <C>           <C>               <C>
Employee-related expenses
  Severance payments          $  3        $  -         $  2          $  2             $  1
Prop., plant, & equipment       23          23            -            23                -
Contractual obligations
  and other                     37           7           20*           27*              10
                              ----        ----         ----          ----             ----
Total                         $ 63        $ 30         $ 22          $ 52             $ 11
                              ====        ====         ====          ====             ====

Employee Reductions            170           -          164           164                6
</TABLE>

* Includes recovery of $8 million in June 2002.
<PAGE>
                                     PAGE 13
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

In the second  quarter of 2002,  the Company began actions  associated  with its
Functional Excellence ("FE") initiative.  This initiative is focused on reducing
overhead  costs,  while  upgrading  capabilities,  by  improving  processes  and
eliminating duplication across functions.  Through September 2002, "FE" programs
amounting to $48 million have been  prepared,  approved and executed.  The costs
related to these programs,  primarily  severance related,  have been recorded as
normal operating expenses in selling, general and administrative expenses.
<PAGE>
                                     PAGE 14
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Share Repurchase Program
------------------------

The Company has a share repurchase program that authorizes the purchase of up to
125 million shares in the open market or in privately  negotiated  transactions,
depending on market  conditions  and other  factors.  From the  inception of the
program through  December 31, 2001, the Company  repurchased 94.1 million shares
in the open market for $4,096  million.  There were no  repurchases in the first
nine months of 2002.

During  2002,  the  Company  has  continued  to sell  equity  put  options as an
enhancement  to the repurchase  program and collected  $15.2 million in premiums
during the three months and nine months ended September 30, 2002.  These options
provide the Company with an additional  opportunity  to  supplement  open-market
purchases of its common  stock if the options  expire "in the money" (the option
strike price is greater than the closing price for Gillette  common stock on the
expiration date). In addition, the premiums received are a source of funding for
share purchases. The options are exercisable only on the last day of their term.
The  Company,  at its  discretion,  may elect to settle by paying net cash or by
purchasing the shares.

The put option prices were based on the market value of the  Company's  stock at
the date of issuance.  The redemption  value of the outstanding  options,  which
represents the options'  price  multiplied by the number of shares under option,
is presented  in the  accompanying  consolidated  balance  sheet as  "Contingent
Redemption Value of Common Stock Put Options", with a value of $241 million. All
of the outstanding put options mature in the fourth quarter.

At September 30, 2002, the  outstanding put options had strike prices which were
greater than the closing price for Gillette  common stock on September 30, 2002.
Those  options  were,  therefore,  "in the money."  Although the options are not
exercisable  until a future date, the "in the money" obligation at September 30,
2002 was $10.3 million.
<PAGE>
                                    PAGE 15
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
Financial Information by Business Segment
-----------------------------------------
Net sales, profit (loss) from operations, adjusted profit (loss) from operations
for 2001  assuming  adoption  of SFAS 142 at January 1, 2001,  and  identifiable
assets for each of the Company's  business  segments are set forth below.  There
are no material intersegment revenues.
<CAPTION>
                                                     Net Sales
                                    --------------------------------------------
                                     Three Months Ended       Nine Months Ended
                                        September 30             September 30
                                    -------------------      -------------------
(Millions)                            2002        2001         2002        2001
                                     ------      ------       ------      ------
<S>                               <C>         <C>           <C>         <C>
Blades & Razors                      $  887      $  861       $2,541     $2,347
Personal Care                           213         214          595        586
Duracell                                482         503        1,242      1,284
Oral Care                               321         300          861        799
Braun                                   265         245          685        650
                                     ------      ------       ------     ------
   Total                             $2,168      $2,123       $5,924     $5,666
                                     ======      ======       ======     ======

<CAPTION>
                                                  Profit/(Loss) from Operations
                                                 Three Months Ended September 30
                                     --------------------------------------------------------
(Millions)                            2002         2001          Amortization        2001
                                                As Reported       Adjustment      As Adjusted
                                     ------     -----------      ------------     -----------
<S>                               <C>         <C>                <C>             <C>
Blades & Razors                      $  377      $  332            $    -          $  332
Personal Care                            17          28                 -              28
Duracell                                 78          56                 8              64
Oral Care                                60          68                 1              69
Braun                                    22          25                 -              25
                                     ------      ------            ------          ------
 Subtotal Reportable Segments           554         509                 9             518
 All Other                              (32)        (36)                -             (36)
                                     ------      ------            ------          ------
   Total                             $  522      $  473            $    9          $  482
                                     ======      ======            ======          ======

<CAPTION>
                                                  Profit/(Loss) from Operations
                                                 Nine Months Ended September 30
                                     --------------------------------------------------------
(Millions)                            2002         2001          Amortization        2001
                                                As Reported       Adjustment      As Adjusted
                                     ------     -----------      ------------     -----------
<S>                               <C>         <C>                <C>             <C>
Blades & Razors                      $  989       $  835            $    -          $  835
Personal Care                            33           48                 -              48
Duracell                                123          134                24             158
Oral Care                               163          163                 3             166
Braun                                    47           65                 -              65
                                     ------       ------            ------          ------
 Subtotal Reportable Segments         1,355        1,245                27           1,272
 All Other (1)                          (56)         (78)                -             (78)
                                     ------       ------            ------          ------
   Total                             $1,299       $1,167            $   27          $1,194
</TABLE>
(1) Nine months  ended  September 30, 2002, All Other includes  the $30 million
    pretax gain on the sale of Vaniqa.
<PAGE>
<TABLE>
                                     PAGE 16
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


<CAPTION>
                                        Identifiable Assets
                                  -------------------------------
                                  Sept. 30,   Dec. 31,   Sept. 30,
(Millions)                          2002       2001        2001
                                  --------    -------    --------
<S>                             <C>        <C>        <C>
Blades & Razors                  $ 3,149     $ 3,195     $ 3,120

Personal Care                        526         515         520

Duracell                           2,786       2,932       3,102

Oral Care                          1,062         976         948

Braun                              1,009         963       1,032
                                 -------     -------     -------
Subtotal Reportable Segments       8,532       8,581       8,722

All Other                          1,486       1,365         927

Discontinued Operations                -          23          28

                                 -------     -------     -------
  Total                          $10,018     $ 9,969     $ 9,677
                                 =======     =======     =======
</TABLE>
<PAGE>
<TABLE>
                                     PAGE 17
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Computation of net income per common share
(Millions, except per share amounts)
------------------------------------------
<CAPTION>
                                             Three Months Ended       Nine Months Ended
                                                   Sept. 30              September 30
                                             ------------------       ------------------
                                                2002      2001           2002      2001
                                                ----      ----           ----      ----
<S>                                           <C>       <C>           <C>      <C>
Net Income, as reported.................      $  354    $  296         $  870    $  710
                                              ======    ======         ======    ======
Adjusted net income, assuming the
  adoption of SFAS 142 for 2001 ........      $  354    $  302         $  870    $  727
                                              ======    ======         ======    ======


Common shares, basic ...................       1,058     1,055          1,057     1,055
Effect of dilutive securities:
    Stock options ......................           2         3              4         3
                                              ------    ------         ------    ------
Common shares, assuming full dilution          1,060     1,058          1,061     1,058
                                              ======    ======         ======    ======


Net Income per Common Share:

  Basic ................................      $  .33    $  .28         $  .82    $  .67
                                              ======    ======         ======    ======
  Assuming full dilution ........             $  .33    $  .28         $  .82     $ .67
                                              ======    ======         ======    ======


Adjusted Net Income per Common Share:

  Basic                                       $  .33    $  .28         $  .82    $  .69
                                              ======    ======         ======    ======
  Assuming full dilution                      $  .33    $  .28         $  .82    $  .69
                                              ======    ======         ======    ======
</TABLE>
As of  September  30, 2002 and 2001,  56.2  million and 47.3  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.  Therefore,  the effect of  including  these
options in the calculation would have been anti-dilutive.
<PAGE>
                                     PAGE 18
                 THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


SFAS 123 Stock Options
----------------------

The Company  applies APB 25 and related  interpretations  in accounting  for its
stock option plans. In accordance with SFAS 123, the Company provides,  on a pro
forma basis,  the effect on the  Company's  net income and net income per common
share had the Company  recorded an expense for the fair value of options granted
consistent  with  SFAS  123.  For the  years  1997  through  2001,  the  Company
calculated  the fair  value of the  options  granted  under the plan  based on a
one-year  vesting  period,  even  though  the  stock  option  plan was  amended,
effective April 16, 1997, to provide for vesting in one-third  increments over a
three-year  period.  The following  tables present the pro forma  information as
reported and as adjusted.
<TABLE>

<CAPTION>
Years ended December 31,
(millions, except per share amounts)    2001     2000     1999      1998      1997
------------------------------------    ----     ----     ----      ----      ----
<S>                                   <C>       <C>      <C>      <C>       <C>
As Reported
-----------
Net income
  As reported                           $910     $392    $1,260    $1,081    $1,427
  Pro forma                              792      311     1,114       981     1,339
Net income per common share
Basic
  As reported                           $.86     $.37    $ 1.15       .96      1.27
  Pro forma                              .75      .29      1.02       .87      1.19
Assuming full dilution
  As reported                            .86      .37      1.14       .95      1.24
  Pro forma                              .75      .29      1.01       .86      1.16


As Adjusted
-----------
Net income
  As reported                           $910     $392    $1,260    $1,081    $1,427
  Pro forma                              801      282     1,179     1,031     1,410
Net income per common share
Basic
  As reported                           $.86     $.37    $ 1.15       .96      1.27
  Pro forma                              .76      .27      1.08       .92      1.24
Assuming full dilution
  As reported                            .86      .37      1.14       .95      1.24
  Pro forma                              .76      .27      1.06       .90      1.21
</TABLE>
<PAGE>
                                     PAGE 19
           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 2002 versus Third Quarter 2001
--------------------------------------------
Total  Company:  Sales for the quarter  ended  September  30,  2002,  were $2.17
billion, an increase of 2% versus the same quarter of the prior year. Pricing in
the quarter was favorable by 2%, and foreign exchange had no material impact.

Blades and Razors:  Sales of blades and razors  increased  3%, while profit from
operations  increased 14%, compared with the third quarter of last year. Without
the effect of  exchange,  sales grew 4%. The key  drivers to sales  growth  were
strong systems sales worldwide, higher pricing and ongoing trade-up to Mach3 and
Venus. In addition,  shipments of disposable  razors continued to improve during
the  quarter.  The  increase  in profits was driven by growth in Mach3 and Venus
globally,  favorable systems versus disposables product mix and savings from our
strategic  sourcing  initiative.   These  gains  more  than  offset  incremental
Functional  Excellence expenses. In the fourth quarter of 2001, we experienced a
pre-price  increase  buy-in of  approximately  two weeks  supply of  blade/razor
product in North  America in advance of a price  increase on select  blade/razor
product  effective  January 1, 2002. The buy-in was equivalent to  approximately
$50 million in sales.  This year,  we will not have a price  increase  effective
January 1, 2003.  Therefore we  anticipate no pre-price  increase  buy-in in the
fourth  quarter of 2002.  However,  we have  announced to our trade  partners in
North America that we intend to increase prices on select  blade/razor  products
around February 1, 2003.

Personal  Care:  Personal Care sales in the quarter were 1% below those of 2001,
due to lower sales in Latin America,  where the struggling  economy in Argentina
and increased  competitive pressures in Colombia continued to affect volumes and
pricing.  The sales decline also reflected higher trade and consumer spending to
support new products in the US. These factors offset  underlying  unit growth in
the North  America  and AMEE  markets.  Personal  Care  profit  from  operations
declined 40%, as increased  advertising to support new products more than offset
manufacturing efficiencies and savings from our strategic sourcing initiative.

Duracell:  Sales of Duracell for the quarter decreased 4% versus those of a year
ago. Without the effect of exchange, sales fell 5%. Despite strong unit gains in
the Europe and AMEE markets,  sales declined due to several  factors,  including
lower  shipments in North America  (share loss as a result of lower  promotional
spending),  the ongoing shift in product mix from Ultra to CopperTop, an adverse
shift in pack size mix related to the retail channel shift in sales towards mass
merchandisers  and club stores,  and battery category weakness in Latin America.
Profit from operations increased 41% versus the third quarter of the prior year,
due primarily to cost savings initiatives.

Oral Care:  Oral Care sales were 7% above  those of 2001.  Without the effect of
exchange,  sales were 6% above  those of the prior  year.  In Manual  Oral Care,
sales were driven by the successful  North American  launch of the Oral-B Stages
line of children's  toothbrushes and the restage of the entry-level  "Indicator"
brush.  Strong growth in Asia and AMEE,  particularly in Russia,  from our entry
level  Exceed,   Vision  and  Classic   toothbrushes  also  made  a  significant
contribution.  In Power  Oral  Care,  sales  growth  was  driven by the 3D Excel
rechargeable power toothbrush in North America, incremental battery market share
in both North  America  and Europe  and strong  rechargeable  gains in Asia plus
substantial  gains in the battery powered  business.  Third-quarter  profit from
operations fell 12%, reflecting  incremental  expenses related to the write-down
of excess real property,  mix shift to battery brushes,  higher  advertising and
promotional  support  behind new products,  and  unfavorable  pricing and higher
trade spending in the battery segment.


<PAGE>
                                     PAGE 20
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Braun:  Sales of Braun in the quarter were 8% above those of the previous  year.
Excluding  exchange,  Braun  sales were 5% higher  than in the prior  year.  The
increase in sales was driven by strong electric shaver  performance in the North
America,  Japan and AMEE markets, which offset weakness in the key German market
where conversion to the Euro negatively impacted consumer  confidence  resulting
in market  contraction  this quarter.  Higher  advertising  spending  behind new
products,  the  impact  of the  Yen on  our  margins  in  Japan  and  Functional
Excellence  incremental  costs  more than  offset the  favorable  impact of cost
savings  initiatives,  resulting  in a 12%  decrease in profit from  operations,
compared with the prior year.


Nine Months 2002 versus Nine Months 2001
----------------------------------------
Total Company:  Sales for the nine months ended  September 30, 2002,  were $5.92
billion,  an  increase  of 5%  versus  the same  period  last  year.  Volume/mix
accounted for the entire increase, while pricing and exchange were immaterial.

Blades and Razors:  Sales of blades and razors increased 8%, while profit was up
18%, compared with the first nine months of last year. Excluding exchange, sales
grew 10%. Sales growth was driven by the success of our premium  shaving systems
and favorable comparisons to 2001, when we sold below consumption.  The increase
in profits was driven by growth in Mach3 and Venus globally,  favorable  systems
versus  disposables   product  mix  and  savings  from  our  strategic  sourcing
initiative.  These  gains more than  offset  incremental  Functional  Excellence
expenses and higher  manufacturing  costs, due to the strong Euro. In the fourth
quarter of 2001, we experienced a pre-price increase buy-in of approximately two
weeks  supply of  blade/razor  product  in North  America  in advance of a price
increase on select blade/razor product effective January 1, 2002. The buy-in was
equivalent to approximately  $50 million in sales. This year, we will not have a
price increase  effective January 1, 2003.  Therefore we anticipate no pre-price
increase buy-in in the fourth quarter of 2002. However, we have announced to our
trade  partners in North  America  that we intend to  increase  prices on select
blade/razor products around February 1, 2003.

Personal  Care:  Personal Care sales were 2% above those of 2001,  driven by new
product   successes  that  were  partially  offset  by  currency   devaluations,
competitive  activity  and market  contraction  in Latin  America.  Profit  from
operations  declined  31%,  due to  increased  marketing  to support new product
launches, which more than offset the impact of higher sales and savings from our
strategic sourcing initiative.

Duracell:  Sales of Duracell  for the nine months  decreased  3% from those of a
year ago. Favorable unit shipments were offset by increased promotional spending
and an adverse  shift in pack size mix  related to the retail  channel  shift in
sales  towards  mass  merchandisers  and club  stores.  The  higher  promotional
spending in the first and second  quarters,  unfavorable mix shift from Ultra to
CopperTop,  and the first-quarter 2002 costs of withdrawing selected hearing aid
batteries  contributed to an 8% decrease in profit from operations,  as compared
with the prior year.

Oral Care:  Oral Care sales were 8% above those of 2001,  reflecting the success
of new product introductions in both the manual and power segments.  Profit from
operations showed little change from that of the prior year, as sales gains from
new products and cost  savings were offset by increased  marketing  spending and
incremental expenses related to the write-down of excess real property.

Braun:  Sales of Braun were 5% above those of the previous year. Sales increased
4% over the prior year without the impact of  exchange.  Sales growth was driven
by the success of our new electric  shavers.  Profit from  operations  decreased
28%, as compared with the year-ago  period.  Higher  advertising  to support new
products  and the Yen impact on our margin in Japan  offset  profit  growth from
sales advances.

<PAGE>
                                     PAGE 21
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Costs and Expenses,  Third Quarter 2002 versus Third Quarter 2001
-----------------------------------------------------------------
Gross profit for the quarter ended  September 30, 2002,  was $1.29  billion,  an
increase  of 7%,  compared  with the third  quarter of 2001.  Gross  profit as a
percentage  of sales  was  59.3%,  compared  with  56.6% in 2001.  Gross  margin
improvement  was driven by cost savings from the  December  2000  restructuring,
savings from our strategic  sourcing  initiative,  favorable  product mix in our
Blade/Razor business,  and cost savings and lower trade spending in the Duracell
segment.   This  was  partially  offset  by  higher  promotional   spending  and
unfavorable  product  mix in Oral  Care.

Selling,  general and administrative  expenses increased by $36 million,  or 5%,
reflecting  higher  marketing  and  administrative  expenses.   Advertising  was
marginally  up  (1%),  and  sales  promotion  grew 4% to 3.4%  of  sales.  Other
marketing  and  administrative  expenses  were 6% above those of the prior year.
Excluding  the  third-quarter  provision  of  $17  million  for  the  Functional
Excellence  program,  other marketing and administrative  expenses were 3% above
those of the prior year and effectively unchanged year-over-year as a percentage
of sales.

Profit from  operations  was $522  million,  up 10% versus  $473  million a year
earlier.  The  adoption  of SFAS 142  resulted  in a  third-quarter  decrease in
amortization of approximately $9 million pretax, compared with a year ago.

Net interest expense was lower, due to lower interest rates  year-over-year  and
strong cash flow in the  quarter.  The impact of exchange was a net gain for the
third quarter of 2002, compared with a net loss, due to Turkish devaluation,  in
the third quarter of 2001. The effective tax rate was unchanged at 31%.

Net income  was $354  million,  an  increase  of 20% from $296  million in 2001.
Diluted  net  income per  common  share of $.33 was 18% higher  than the $.28 in
2001.  Given the  substantial  decline in equity  markets to date,  the  Company
estimates that it will incur higher pension costs in 2003.  Current pension plan
asset levels and estimates of year-end  pension  liabilities  could result in an
unfavorable  earnings per share impact of approximately  $.05 per share in 2003.
However,  changes in equity  markets and long-term  interest  rates,  as well as
additional funding prior to year end could all impact this estimate.


Costs and Expenses, Nine Months 2002 versus Nine Months 2001
------------------------------------------------------------
Gross profit for the nine months ended September 30, 2002, was $3.6 billion,  an
increase of 6% versus 2001.  Gross  profit as a  percentage  of sales was 59.9%,
compared  with 59.1% in 2001.  Favorable  Blade/Razor  mix and savings  from our
restructuring  programs and the strategic sourcing initiative,  partially offset
by higher  year-over-year  trade spending and unfavorable  product mix shifts in
both Duracell and Oral Care, contributed to the gross margin improvement.

Selling,  general  and  administrative  expenses  increased  by  3%  over  2001.
Excluding  the $30  million  pretax  gain on the  sale of the  Vaniqa  business,
selling,  general and  administrative  expenses  increased 5%, compared with the
prior year.  Advertising  spending was up 8%, driven by higher investment behind
both new and established  products.  Sales promotion increased 5% over the prior
year,  but was unchanged as a percentage of sales at 3.8%.  Other  marketing and
administrative  expenses  increased  2%,  compared  with the prior year,  or 4%,
excluding  the gain on the sale of Vaniqa in the  second  quarter  of 2002.  The
increase  was driven by a  year-to-date  expense of $48  million  related to our
Functional Excellence program.

Profit from  operations was $1.30 billion,  up 11% versus $1.17 billion in 2001.
Excluding  the gain on the sale of  Vaniqa,  profit  from  operations  was $1.27
billion,  an  increase  of 9% from the  prior  year.  The  adoption  of SFAS 142
resulted in a year-to-date decrease in amortization of approximately $26 million
pretax as compared with the prior year.
<PAGE>
                                     PAGE 22
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Net interest expense declined,  due to significantly lower rates  year-over-year
and our strong  cash flow.  Transactional  gains in the  quarter  compared  with
losses a year ago that arose  primarily in Turkey.  The  effective  tax rate was
unchanged at 31%.

Net  income  of $870  million  was 23%  higher  than the $710  million  in 2001.
Excluding  the gain on the sale of Vaniqa in the  second  quarter  of 2002,  net
income was $850 million,  an increase of 20% over the previous year. Diluted net
income per common share of $.82 was 22% higher than the $.67 in 2001.  Excluding
the gain on the sale of Vaniqa in the second quarter of 2002, diluted net income
per common share of $.80 was 19% above the previous year.  Given the substantial
decline in equity  markets to date,  the  Company  estimates  that it will incur
higher pension costs in 2003. Current pension plan asset levels and estimates of
year-end pension  liabilities could result in an unfavorable  earnings per share
impact of  approximately  $.05 per  share in 2003.  However,  changes  in equity
markets and long-term  interest  rates,  as well as additional  funding prior to
year end could all impact this estimate.


Restructuring and Asset Impairments
-----------------------------------

On December  18, 2000,  the Company  announced a  restructuring  program and the
impairment  of certain  intangible  assets.  This  resulted in a  fourth-quarter
charge to operations  of $572 million ($430 million after taxes,  or $.41 in net
income  per  common  share,  fully  diluted).  The  worldwide  restructuring  of
operations improved the Company's operating  efficiency,  streamlined the supply
chain and further  decreased  costs.  The program  budgeted a net  reduction  of
approximately 2,700 employees across all business functions, operating units and
geographies. The charge for impaired intangible assets was $212 million to write
down $157  million of  acquired  goodwill  relating to the  Thermoscan  personal
diagnostic  appliance  brand in the Braun  segment  and $55  million of acquired
goodwill and identifiable  intangible assets for certain national battery brands
in the Duracell segment.

The charge for the  restructuring  program was $360 million,  and payments under
the program continued throughout the first nine months of 2002.

Pretax  cash  outlays  for  the   restructuring   program   were   estimated  at
approximately  $240 million.  Cash severance payments will continue in 2002, due
to the severance payment deferral options available to terminated employees.  At
September 30, 2002,  remaining  cash outlays were $27 million,  which will occur
primarily  this year.  Pretax  savings  from the program were $31 million in the
third  quarter of 2002 and $87 million for the nine months ended  September  30,
2002. Savings will be approximately $115 million for the year.

During the fourth quarter of 2001, the Company  recorded a charge of $63 million
associated with planned new actions, including the withdrawal from several minor
noncore  businesses and the cessation of including  operations in one factory in
the Duracell segment.  The factory closure,  based on a study that showed excess
worldwide capacity,  resulted in the reduction of 170 employees.  Pretax savings
from the program were $2 million in the third quarter of 2002 and $5 million for
the nine months ended  September  30, 2002.  Savings  will be  approximately  $6
million for the year 2002.

In the second  quarter of 2002,  the Company began actions  associated  with its
Functional  Excellence  initiative.  This  initiative  is  focused  on  reducing
overhead  costs,  while  upgrading  capabilities,  by  improving  processes  and
eliminating  duplication  across  functions.  The total cost of this  project is
estimated at $350-$400  million.  During 2002, the Company expects that programs
related to this initiative will be prepared,  approved and executed and that the
cost in 2002 will be between $80-$100 million.  The balance of the costs will be
expensed  (when the programs  have been  prepared,  approved and executed) from
2003-2005. Annualized savings are expected to be $300-$350 million by 2006.
<PAGE>
                                     PAGE 23
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Financial Condition
-------------------

Cash provided by operations  has been the Company's  primary  source of funds to
finance operating needs, capital expenditures and dividend payments.  During the
nine months ended  September 30, 2002,  the Company  generated  $1.42 billion in
cash from operations,  compared with $1.18 billion in the same period last year,
a $240 million improvement, despite unmatched pension funding of $200 million in
2002.  Continued focus on working capital  management and lower capital spending
resulted in a net debt  reduction of $630 million for the nine months.  Net debt
(total debt net of associated swaps,  less cash and cash  equivalents)  ended at
$2.69  billion at  September  30,  2002,  compared  with the  December 31, 2001,
balance of $3.32 billion.

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 $1.47  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.  At September  30,  2002,  there was $1.09
billion outstanding under the Company's commercial paper program,  compared with
$1.97 billion at the end of 2001. On October 15, 2002, the Company  entered into
a new  364-day  revolving  bank credit  facility  in the amount of $1.1  billion
expiring on October 14, 2003. A provision  in this  agreement  gives the Company
the option to  convert it into a one-year  term loan in the amount of up to $1.1
billion.

On March 6, 2002, the Company privately placed $350 million 4.0% notes, due June
2005. The proceeds from the debt issuance were used to reduce  commercial  paper
borrowings.  On August 21, 2002,  the Company  exchanged its 4.0% notes due June
2005,  which were  registered  under the  Securities  Act of 1933  pursuant to a
registration  statement on Form S-4, for approximately $327 million of the notes
that were privately placed on March 6, 2002.

A shelf  registration  statement  on Form  S-3  filed  by the  Company  with the
Securities  and Exchange  Commission  was  declared  effective on July 10, 2002.
Under the registration  statement,  the Company may issue debt securities in the
U.S. of up to $1.5 billion.  It is currently  anticipated that the proceeds from
the sale of any debt securities  issued under the shelf  registration  statement
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 repurchase of the Company's stock.

At  September  30, 2002,  $268 million was issued under this shelf  registration
statement,  consisting of $250 million  4.125% notes,  due August 2007,  and $18
million in fixed interest notes  with various terms and maturities, issued under
the Gillette  CoreNotes(TM) program. All proceeds from these issuances were used
to reduce commercial paper borrowings.

On October 1, 2002,  the Company  issued $500  million  3.5% notes,  due October
2007, under its $1.5 billion shelf  registration.  These notes are redeemable at
par, at the  Company's  option on any interest  payment date on or after October
15, 2004.  The proceeds from this  issuance were also used to reduce  commercial
paper borrowings.
<PAGE>
                                     PAGE 24
                           DISCLOSURE CONTROLS AND PROCEDURES



Within 90 days prior to the filing date of this report,  the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management,  including  the  Chief  Executive  Officer  ("CEO")  and  the  Chief
Financial  Officer ("CFO") of the  effectiveness  of the design and operation of
the Company's disclosure controls and procedures.  Based on that evaluation, the
Company's CEO and CFO have concluded that the Company's  disclosure controls and
procedures  (as  defined in Rules  13a-14 and  15d-14 of the  Exchange  Act) are
effective.  There have been no  significant  changes in the  Company's  internal
controls or in other  factors that could  significantly  affect  these  internal
controls subsequent to the completion of their evaluation.
<PAGE>
                                     PAGE 25
                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

The  Company is  subject,  from time to time,  to legal  proceedings  and claims
arising  out of its  business  that  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 the consolidated
financial position, results of operations or liquidity of the Company.


Item 5. Other Information

Cautionary Statement
--------------------
Certain  statements  that  Gillette  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,  Gillette's 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  Gillette's  expectations  and
projections.  Investors  are  cautioned  not  to  place  undue  reliance  on any
forward-looking  statements.  Gillette  assumes  no  obligation  to  update  any
forward-looking statements. Gillette cautions that historical results should not
be relied upon as indications of future performance.

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

- the pattern of Gillette's sales,  including  variations in sales volume within
  periods;
- consumer  demands and  preferences, including  the  acceptance  by  Gillette's
  customers and consumers of new products and line extensions;
- the mix of products sold;
- Gillette's  ability to control  its internal costs and  the cost of  materials
  and services;
- competitive  factors, including the prices,  promotional  incentives and trade
  terms of Gillette's products and the response of its customers and competitors
  to changes in these factors;
- technological  advances by  Gillette  and/or its  competitors;
- new patents granted to Gillette and/or its competitors;
- changes in exchange rates in one or more of Gillette's geographic markets;
- changes in accounting policies;
- acquisition and divestiture activities; or
- the impact of general  economic  conditions  in the United States and in other
  countries in which Gillette currently does business.

<PAGE>
                                     PAGE 26
                           PART II. OTHER INFORMATION


Competitive Environment
-----------------------
Gillette  experiences  intense  competition  for sales of its  products  in most
markets. Gillette's 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 its markets,  Gillette has major  competitors,  some of which
are larger and more  diversified  than  Gillette.  Competitive  activity  within
Gillette's markets,  including advertising,  pricing,  promotion and new product
introductions,  and new  entrants  into these  markets,  can  affect  Gillette's
results in any given period.


Changes in Technology and New Product Introductions
---------------------------------------------------
In most product  categories in which  Gillette  competes,  there are  continuous
technological  changes  and  frequent  introductions  of new  products  and line
extensions.  Gillette's  ability to  successfully  introduce new products and/or
extend lines of existing products will depend on, among other things, Gillette's
ability to identify changing consumer tastes and needs,  develop new technology,
differentiate its products and gain market acceptance of new products.  Gillette
cannot be certain that it 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; and
- the development of new battery technologies.


Intellectual Property
---------------------
Gillette relies upon patent,  copyright,  trademark and trade secret laws in the
United States and in other  countries to establish and maintain its  proprietary
rights in technology,  products and Gillette's brands.  Gillette's  intellectual
property  rights,  however,  could be challenged,  invalidated or  circumvented.
Gillette does not believe that its 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
---------------------
Gillette has  implemented 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 27
                           PART II. OTHER INFORMATION


Sales and Operations Outside of the United States
-------------------------------------------------
Sales outside of the United States represent a substantial portion of Gillette's
business.  In addition,  Gillette has 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;
- the  overlap  of  different  tax structures;
- unexpected  changes in regulatory  requirements or tax laws; or
- longer payment cycles in certain countries.

Gillette is also exposed to foreign  currency  exchange  rate risk to its sales,
profits,  and assets and  liabilities  denominated in currencies  other than the
U.S.  dollar.  Although  Gillette  uses  instruments  to hedge  certain  foreign
currency risks (through foreign currency forward,  swap and option contracts and
non-U.S.  dollar  denominated  financings) and is implicitly  hedged through its
foreign manufacturing  operations,  there can be no assurance that Gillette 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, Gillette is increasingly
dependent upon key retailers whose bargaining strength is growing.  Accordingly,
Gillette  faces  greater  pressure  from retail trade  customers to provide more
favorable trade terms.

Gillette  can be  negatively  affected by changes in the  policies of its retail
trade customers,  such as inventory  destocking,  limitations on access to shelf
space  and  other  conditions.   Many  of  Gillette's  customers,   particularly
Gillette's  high-volume  retail trade  customers,  have  engaged in  accelerated
efforts to reduce inventory  levels and shrinkage and change inventory  delivery
systems.  While Gillette expects the level of trade inventory of its products to
decline  over  time,  the speed and  magnitude  of such  reductions, and/or  the
inability of Gillette to develop  satisfactory inventory delivery systems, could
adversely affect operating results in any reporting period.
<PAGE>
                                     PAGE 28
                           PART II. OTHER INFORMATION


Item 6(a)  Exhibits

Exhibit 10.1 Amendment to Employment Agreement,  dated January 19, 2001, between
The Gillette Company and James M. Kilts, filed herewith.

Exhibit 10.2  $1,100,000,000  364-Day Credit Agreement,  dated as of October 15,
2002, among The Gillette Company, JPMorgan Chase Bank, as agent, and a syndicate
of domestic and foreign banks, filed herewith.

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

Exhibit  99.1  Certification  Pursuant  to 18 U.S.C.  Section  1350,  as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

Exhibit  99.2  Certification  Pursuant  to 18 U.S.C.  Section  1350,  as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

Item 6(b) Reports on Form 8-K

(a) The  Company  filed,  on  August  6,  2002,  a  current  report  on Form 8-K
containing  two exhibits:  the  Statements  Under  Oath  of  James M. Kilts  and
Charles W. Cramb  Regarding  Facts and  Circumstances  Relating to Exchange  Act
Filings.

(b) The  Company  filed,  on  August  6,  2002,  a  current  report  on Form 8-K
containing four exhibits:  the Underwriting  Agreement,  the First  Supplemental
Indenture,  the Note and the Legal Opinion related to the public offering of the
Company's 4.125% Senior Notes due 2007.

(c) The  Company  filed,  on  August  23,  2002,  a  current  report on Form 8-K
containing four exhibits:  the Distribution  Agreement,  the Second Supplemental
Indenture,  the Form of Note and the Legal  Opinion  related to public debt that
the  Company  may  issue  from time to time  pursuant  to its  Medium  Term Note
Program.

(d) The  Company  filed,  on  October  1,  2002,  a  current  report on Form 8-K
containing four exhibits:  the Underwriting  Agreement,  the Third  Supplemental
Indenture,  the Note and the Legal Opinion related to the public offering of the
Company's 3.50% Senior Notes due 2007.



<PAGE>

                                     PAGE 29
                                    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 6, 2002
<PAGE>


CERTIFICATION

I, James M. Kilts, certify that:

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

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

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

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

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

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

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

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

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

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



<PAGE>


6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 1, 2002


                                        /s/ James M. Kilts
                                        ------------------------------
                                        James M. Kilts
                                        Chairman of the Board, Chief
                                        Executive Officer



<PAGE>



CERTIFICATION

I, Charles W. Cramb, certify that:

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

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

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

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

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

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

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

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

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

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



<PAGE>


6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 1, 2002


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

<PAGE>

EXHIBIT INDEX


Exhibit Number and Description

10.1   Amendment to Employment Agreement, dated January 19, 2001, between
       The Gillette Company and James M. Kilts.

10.2   $1,100,000,000 364-Day Credit Agreement, dated as of October 15, 2002,
       among The Gillette Company, JPMorgan Chase Bank, as agent, and a
       syndicate of domestic and foreign banks.

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

99.1   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
       Section 906 of the Sarbanes-Oxley Act of 2002.

99.2   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
       Section 906 of the Sarbanes-Oxley Act of 2002.