UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                         SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended March 31, 2004                   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 April 26, 2004 . . . . . . . . . . . . . . . . 1,003,464,842
<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
                                                            March 31
                                                       ------------------
                                                          2004       2003
                                                          ----       ----
<S>                                                    <C>        <C>

Net Sales ..........................................   $ 2,235    $ 1,971
Cost of Sales ......................................       878        818
                                                       -------    -------
  Gross Profit .....................................     1,357      1,153

Selling, General and Administrative Expenses .......       801        773
                                                       -------    -------
  Profit from Operations ...........................       556        380

Nonoperating Charges (Income):
  Interest income ..................................        (3)        (3)
  Interest expense .................................        12         14
  Exchange .........................................        20          2
  Other charges - net ..............................        (3)        (9)
                                                       -------    -------
                                                            26          4
                                                       -------    -------
Income before Income Taxes .........................       530        376

Income Taxes .......................................       154        113
                                                       -------    -------
  Net Income .......................................   $   376    $   263
                                                       =======    =======

Net Income per Common Share:
  Basic ............................................   $   .37    $   .25
                                                       =======    =======
  Assuming full dilution ...........................   $   .37    $   .25
                                                       =======    =======


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

Weighted average number of common shares outstanding
  Basic ............................................     1,005      1,035
  Assuming full dilution ...........................     1,012      1,037
</TABLE>

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

<CAPTION>
                                                            March 31,    December 31,     March 31,
                                                              2004          2003            2003
                                                          ------------   ------------   -----------
                                                           (Unaudited)                  (Unaudited)
<S>                                                          <C>          <C>            <C>
Current Assets:
  Cash and cash equivalents ..............................   $  645       $   681        $   510
  Trade receivables, less allowances, March 2004, $49;
    December 2003, $53; March 2003, $75 ..................      850           920          1,036
  Other receivables ......................................      356           351            291
  Inventories
     Raw materials and supplies ..........................      117           114            104
     Work in process .....................................      242           196            208
     Finished goods ......................................      907           784            754
                                                            -------       -------        -------
       Total Inventories .................................    1,266         1,094          1,066
                                                            -------       -------        -------

  Deferred income taxes ..................................      281           322            356
  Other current assets ...................................      194           282            231
                                                            -------       -------        -------
       Total Current Assets ..............................    3,592         3,650          3,490
                                                            -------       -------        -------

Property, Plant and Equipment, at cost ...................    7,082         7,085          6,458
Less accumulated depreciation ............................   (3,523)       (3,443)        (2,985)
                                                            -------       -------        -------
       Net Property, Plant and Equipment .................    3,559         3,642          3,473
                                                            -------       -------        -------

Goodwill .................................................    1,023         1,023            961
Intangible Assets, less accumulated amortization .........      490           496            395
Other Assets .............................................    1,078         1,144          1,128
                                                            -------       -------        -------

                                                            $ 9,742       $ 9,955        $ 9,447
                                                            =======       =======        =======
</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>
                                                          March 31,   December 31,      March 31,
                                                            2004          2003           2003
                                                       ------------   ------------   ------------
                                                        (Unaudited)                   (Unaudited)
<S>                                                    <C>            <C>           <C>
Current Liabilities:
  Loans payable ....................................   $    234       $    117       $    824
  Current portion of long-term debt ................        363            742            153
  Accounts payable .................................        499            574            523
  Accrued liabilities ..............................      1,800          1,769          1,454
  Dividends payable ................................        163            163              -
  Income taxes .....................................        337            293            315
                                                       --------       --------       --------
     Total Current Liabilities .....................      3,396          3,658          3,269
                                                       --------       --------       --------

Long-Term Debt .....................................      2,453          2,453          2,753
Deferred Income Taxes ..............................        609            626            595
Other Long-Term Liabilities ........................        913            929            863
Minority Interest ..................................         69             65             48

Stockholders' Equity:
  Common stock, par value $1.00 per share:
    Authorized 2,320 shares
    Issued: March 2004, 1,375 shares;
            Dec.  2003, 1,374 shares;
            March 2003, 1,371 shares ...............      1,375          1,374          1,371
  Additional paid-in capital .......................      1,313          1,273          1,206
  Earnings reinvested in the business ..............      7,546          7,333          6,871
  Accumulated other comprehensive loss .............     (1,077)        (1,088)        (1,430)
  Treasury stock, at cost: March 2004, 372 shares;
    Dec. 2003, 367 shares; and March 2003, 350 shares    (6,853)        (6,665)        (6,099)
  Deferred stock-based compensation ................         (2)            (3)             -
                                                       --------       --------       --------
          Total Stockholders' Equity ...............      2,302          2,224          1,919
                                                       --------       --------       --------
                                                       $  9,742       $  9,955       $  9,447
                                                       ========       ========       ========
</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>
                                                            Three Months Ended
                                                                  March 31
                                                            ------------------
                                                            2004         2003
                                                            ----         ----
<S>                                                        <C>         <C>
Operating Activities
    Net income .......................................     $ 376       $  263
    Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization ..................       146          138
      Deferred income taxes ..........................        15            6
      Other ..........................................         4           10
      Changes in assets and  liabilities,  excluding
      effects of acquisitions and divestitures:
        Trade and other accounts receivable ..........        51          200
        Inventories ..................................      (183)        (129)
        Accounts payable and accrued liabilities .....       (26)          81
        Other working capital items ..................        53           32
        Other noncurrent assets and liabilities ......        80          (66)
                                                           -----        -----
          Net cash provided by operating activities          516          535
                                                           -----        -----
Investing Activities

    Additions to property, plant and equipment .......       (91)         (48)
    Disposals of property, plant and equipment .......         7           11
    Other ............................................         1            -
                                                           -----        -----
          Net cash used in investing activities ......       (83)         (37)
                                                           -----        -----
Financing Activities

    Purchase of treasury stock .......................      (188)        (706)
    Proceeds from exercise of stock option and
         purchase plans ..............................        41           10
    Proceeds from long-term debt .....................         -          301
    Repayment of long-term debt ......................      (374)        (382)
    Increase in loans payable ........................       117          152
    Dividends paid ...................................      (163)        (170)
    Net settlements, debt-related derivative contracts        99            5
                                                           -----        -----
          Net cash used in financing activities ......      (468)        (790)
                                                           -----        -----
Effect of Exchange Rate Changes on Cash ..............        (1)           1
                                                           -----        -----
Decrease in Cash and Cash Equivalents ................       (36)        (291)
Cash and Cash Equivalents at Beginning of Period .....       681          801
                                                           -----        -----
Cash and Cash Equivalents at End of Period ...........     $ 645        $ 510
                                                           =====        =====
Supplemental disclosure of cash paid for:

    Interest .........................................     $  13        $  20
    Income taxes .....................................     $  53        $  28

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

                                         Three Months Ended
                                              March 31
                                         ------------------
                                           2004        2003
                                           ----        ----
<S>                                       <C>         <C>
Net Income, as reported                   $ 376       $ 263
  Other Comprehensive Income,
    net of tax:
  Foreign Currency Translation               11          91
  Cash Flow Hedges                            -           2
                                          -----       -----
Comprehensive Income                      $ 387       $ 356
                                          =====       =====
</TABLE>

Accumulated Other Comprehensive Loss
------------------------------------
The balances for the components of Accumulated Other Comprehensive Loss are:
<TABLE>
                                                                           Accumulated
                                   Foreign                                    Other
                                   Currency      Pension     Cash Flow    Comprehensive
                                  Translation   Adjustment     Hedges         Loss
                                  -----------   ----------   -----------  -------------
<S>                                <C>            <C>          <C>          <C>
Balance  December 31, 2002         $(1,332)      $  (186)      $   (5)       $(1,523)
Change in period                         2             -            3              5
Income tax benefit (expense)            89             -           (1)            88
                                    ------        ------       ------         ------
Balance March 31, 2003             $(1,241)      $  (186)      $   (3)       $(1,430)
                                    ------        ------       ------         ------

Balance  December 31, 2003         $  (898)      $  (193)      $    3        $(1,088)
Change in period                         2             -            -              2
Income tax benefit (expense)             9             -            -              9
                                    ------        ------       ------         ------
Balance March 31, 2004             $  (887)      $  (193)      $    3        $(1,077)
                                    ======        ======       ======         ======

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


Accounting Comments
-------------------
Reference is made to the registrant's 2003 Annual Report to Shareholders,  which
contains, at pages 37 through 66, 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, 2003.

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.

The Company's annual financial statements are prepared on a calendar year basis.
For interim reporting,  the Company divides the calendar year into thirteen-week
quarterly  reporting  periods.  The first and fourth quarter may be more or less
than 13 weeks,  by zero to six  days,  which can  affect  comparability  between
periods.  The first quarter of 2003 consisted of 12 weeks and 4 days,  while the
first quarter of 2004  consisted of 12 weeks and 3 days.  The fourth  quarter of
2003  consisted  of 13 weeks and 4 days,  while the fourth  quarter of 2004 will
consist of 13 weeks and 6 days.

Under generally accepted accounting principles,  shipping and handling costs may
be  reported as a  component  of either  cost of sales or  selling,  general and
administrative expenses. The Company formerly reported all such costs related to
outbound  freight in the  Consolidated  Statement  of Income as a  component  of
selling, general and administrative expenses. Beginning in 2004, the Company has
elected to report the costs related to outbound  freight in cost of sales.  This
change resulted in the following  reclassifications  to the first quarter,  2003
Consolidated  Statement  of Income:  increased  cost of sales and reduced  gross
profit and selling,  general and  administrative  expenses by $40  million;  and
reduced gross profit as a percentage of sales from 60.5% to 58.5%.  There was no
impact on profit from  operations,  net income or earnings per share as a result
of this reclassification.

The Company accounts for its stock option plan under Accounting Principles Board
(APB) Opinion No. 25,  "Accounting  for Stock Issued to Employees,"  and related
Interpretations.  No compensation  cost is recorded on the date of grant, as all
options  granted under the plan had an exercise  price equal to the market value
of the underlying  common stock.  The following table  illustrates the effect on
net  income  and net income per common  share if the  Company  had  applied  the
fair-value-based method under Statement of Financial Accounting Standards (SFAS)
No. 123, "Accounting for Stock-Based  Compensation," to record expense for stock
options.
<TABLE>
<CAPTION>
                                           Three Months
                                          Ended March 31,
                                          ----------------
(Millions, except per share amounts)      2004       2003
------------------------------------      ----        ----
<S>                                       <C>       <C>
Net income, as reported                   $  376    $  263
Less: Compensation expense for option
      awards determined by the fair-
      value-based method, net of
      related tax effects                    (25)      (26)
                                          ------    ------
Pro forma net income                      $  351    $  237
                                          ======    ======

Net income per common share
Basic
  As reported                             $  .37   $   .25
  Pro forma                                  .35       .23
Assuming full dilution
  As reported                             $  .37    $  .25
  Pro forma                                  .35       .23



</TABLE>
<PAGE>
                                     PAGE 7
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Accounting Comments (Continued)
-------------------
The fair value of each option grant for the Company's  plans is estimated on the
date of the grant using the Black-Scholes option pricing model.

Stock  Appreciation  Rights (SARs) were awarded to the  Chairman/President/Chief
Executive  Officer  (CEO)  under an  August  2003  amendment  to his  employment
agreement and represented  the right to the  appreciation in 1 million shares of
the  Company's  common  stock for the period June 19, 2003,  through  January 2,
2004. By its terms,  the SARs were  automatically  converted into  approximately
108,480  stock units  valued at the fair market  value of the  Company's  common
stock on January 2, 2004,  ($36.32) for a total value of $4 million. Of this, $1
million was earned and recorded as compensation cost in the Company's  financial
statements in the year ended December 31, 2003, and $0.5 million was recorded as
compensation cost in the three months ended March 31, 2004. The stock units earn
dividend  equivalent units and are subject to market risk until paid. Subject to
contingencies,  the stock units vest on January 19, 2005, and would be forfeited
if the CEO does not remain with the Company  through the vesting date. The stock
units are  payable in cash,  based upon the fair market  value of the  Company's
common stock on their payment date, one year from the CEO's retirement.

Certain  amounts in the financial  statements for the first quarter of 2003 have
been reclassified to conform to the 2004 presentation.

Accounting Pronouncements
-------------------------
In  January  2004,  the FASB  issued  FASB Staff  Position  (FSP) No. FAS 106-1,
"Accounting  and Disclosure  Requirements  Related to the Medicare  Prescription
Drug,  Improvement  and  Modernization  Act of 2003." The staff position  allows
companies  to  either  recognize  or  defer   recognizing  the  effects  of  the
prescription-drug  provisions  of  the  new  Medicare  Act  in  their  financial
statements as the specific  authoritative guidance on accounting for the effects
of the Act is pending. The guidance,  when issued later this year, could require
the Company to change previously reported information.  Based on its preliminary
analysis,  the Company  expects  that its  current  retiree  medical  plans will
qualify for beneficial treatment under the Act. The Company plans to continue to
study the  effects of the Act on the retiree  medical  plans that it sponsors in
the U.S.  and evaluate its options in  coordinating  benefits  with the Medicare
program. The Company elected to defer accounting for the economic effects of the
new Medicare Act.  Accordingly,  any measures of the accumulated  postretirement
benefit obligation or net periodic  postretirement benefit cost in the financial
statements  or  accompanying  notes do not reflect the effects of the Act on the
Company's plans.
<PAGE>
                                      PAGE 8
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Goodwill and Intangible Assets
------------------------------

Total goodwill by segment follows.
<TABLE>
<CAPTION>
Net Carrying Amount          March 31,     December 31,      March 31,
(Millions)                     2004           2003             2003
                          ------------    ------------    ------------
<S>                          <C>             <C>             <C>
Blades & Razors              $ 140          $  140          $  140
Duracell                       632             632             571
Oral Care                      191             191             190
Braun                           60              60              60
Personal Care                    -               -               -
                             -----           -----           -----
  Total                     $1,023          $1,023          $  961
                             =====           =====           =====
</TABLE>
The  difference  between the December 31, 2003 balance versus the March 31, 2003
balance is due to the  acquisition of a majority  interest in the Fujian Nanping
Nanfu  Battery  Co.,  Ltd.  in China in August  2003 and the  impact of  foreign
currency  translation.  The  values  for the Nanfu  intangibles,  as well as the
related  goodwill,  may be  adjusted  in future  periods as the  purchase  price
accounting for the acquisition is not yet final.
<TABLE>
The detail of intangible assets follows.
<CAPTION>
                              Weighted
                              Average        March 31, 2004         December 31, 2003          March 31, 2003
                           Amortization  ----------------------   ----------------------   ----------------------
                               Period    Carrying  Accumulated    Carrying  Accumulated    Carrying  Accumulated
(Millions)                     (Years)    Amount   Amortization    Amount   Amortization    Amount   Amortization
                           ------------  --------  ------------   --------  ------------   --------  ------------
<S>                                 <C>   <C>        <C>          <C>          <C>          <C>        <C>
Amortized Intangible Assets
  Patents                          7      $  83      $  54        $  101        $  69        $ 101      $  57
  Trademarks                       9         15          9            16            9           13          5
  Software                         5         14         12            14           12           13         10
  Endorsements                     -         61         61            61           61           61         61
  Other                           19         24          5            23            3           11          3
                                           ----       ----         -----        -----        -----      -----
Total                                     $ 197      $ 141        $  215        $ 154        $ 199      $ 136
                                           ----       ----         -----        -----        -----      -----
Unamortized Intangible Assets
  Trademarks                              $ 422                   $  423                     $ 317
  Pension                                    12                       12                        15
                                           ----                    -----                     -----
Total                                     $ 434                   $  435                     $ 332
                                           ----                    -----                     -----
Intangible Assets, net                    $ 490                   $  496                    $  395
                                           ====                    =====                     =====
Aggregate Amortization Expense:
  For the three months ended
    March 31, 2004              $  6
    March 31, 2003              $  6

Estimated Amortization Expense:
  For the Years ending
    December 31, 2004           $ 21
                 2005           $  9
                 2006           $  5
                 2007           $  5
                 2008           $  5
                 2009           $  3
</TABLE>
<PAGE>
                                     PAGE 9
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Advertising
-----------
The  advertising  expense  detailed  below is included  in selling,  general and
administrative expenses.
<TABLE>
<CAPTION>
                              Three Months Ended
(Millions)                         March 31
                              ------------------
                                 2004       2003
                                 ----       ----
<S>                          <C>         <C>
Net Sales                     $ 2,235    $ 1,971

Advertising                       236        167

  % Net Sales                    10.6%       8.5%
</TABLE>
<PAGE>
                                    PAGE 10
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Share Repurchase Program
------------------------
In the three months ended March 31, 2004, the Company  repurchased  five million
shares for $188  million.  As of March 31,  2004,  there are 46  million  shares
remaining on the share repurchase  program which was authorized on September 16,
2003.   These   shares   may  be   purchased   in   the   open   market   or  in
privately-negotiated  transactions,  depending  on market  conditions  and other
factors.

Financial Information by Business Segment
-----------------------------------------
Net sales, profit (loss) from operations and identifiable assets for each of the
Company's  business  segments  are  set  forth  below.  There  are  no  material
intersegment revenues.
<TABLE>
<CAPTION>
                                         Net Sales
                                    ------------------
                                     Three Months Ended
                                          March 31
                                    -------------------
(Millions)                            2004        2003
                                     ------      ------
<S>                                  <C>         <C>
Blades & Razors                      $1,037      $  893
Duracell                                414         384
Oral Care                               315         295
Braun                                   259         214
Personal Care                           210         185
                                     ------      ------
   Total                             $2,235      $1,971
                                     ======      ======

<CAPTION>

                                 Profit/(Loss) from Operations
                                 ----------------------------
                                     Three Months Ended
                                          March 31
                                  ---------------------------
(Millions)                            2004        2003
                                     ------      ------
<S>                                  <C>         <C>
Blades & Razors                      $  417      $  331
Duracell                                 74          39
Oral Care                                55          49
Braun                                    21          (6)
Personal Care                            13           -
                                     ------      ------
 Subtotal Reportable Segments           580         413
 All Other                              (24)        (33)
                                     ------      ------
   Total                             $  556      $  380
                                     ======      ======
</TABLE>
<PAGE>
<TABLE>
                                     PAGE 11
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

<CAPTION>
                                        Identifiable Assets
                                  -------------------------------
                                  March 31,    Dec. 31,   March 31,
(Millions)                          2004         2003       2003
                                  ---------   -------    ---------

<S>                              <C>         <C>         <C>
Blades & Razors                  $ 3,211     $ 3,099     $ 3,188

Duracell                           2,655       2,754       2,546

Oral Care                          1,251       1,269       1,172

Braun                              1,253       1,224       1,056

Personal Care                        458         470         516
                                 -------     -------     -------
Subtotal Reportable Segments       8,828       8,816       8,478

All Other                            914       1,139         969

                                 -------     -------     -------
  Total                          $ 9,742     $ 9,955     $ 9,447
                                 =======     =======     =======
</TABLE>
<PAGE>
<TABLE>
                                     PAGE 12
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Computation of net income per common share
(Millions, except per share amounts)
------------------------------------------
<CAPTION>
                                             Three Months Ended
                                                  March 31
                                             ------------------
                                                2004      2003
                                                ----      ----
<S>                                           <C>       <C>
Net Income .............................      $  376    $  263
                                              ======    ======

Common shares, basic ..................        1,005     1,035
Effect of dilutive securities:
    Stock options ......................           7         2
                                              ------    ------
Common shares, assuming full dilution          1,012     1,037
                                              ======    ======
Net Income per Common Share:

  Basic ................................      $  .37    $  .25
                                              ======    ======
  Assuming full dilution ........             $  .37    $  .25
                                              ======    ======

</TABLE>
As of March 31, 2004 and 2003,  27.2 million and 55.6  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 average market price for the quarter.
<TABLE>
<CAPTION>
Pensions and Other Retiree Benefits
-----------------------------------
(Millions)
                                                                     Other
                                          Pension Benefits     Retiree Benefits
                                         ------------------   ------------------
                                         Three Months Ended   Three Months Ended
                                              March 31,            March 31,
                                         ------------------   ------------------
                                           2004       2003       2004       2003
                                           ----       ----       ----       ----
<S>                                       <C>        <C>        <C>        <C>
Components of Net Defined Benefit Expense
  Service cost-benefits earned             $20        $17        $ 1        $ 1
  Interest cost on benefit obligation       40         37          7          7
  Estimated return on assets               (45)       (40)        (1)        (1)
  Net amortization and other                21         22          1          -
                                           ---        ---        ---        ---
Net defined benefit expense                $36        $36        $ 8        $ 7
                                           ===        ===        ===        ===
</TABLE>

The Company  contributed $8 million to its pension plans in the first quarter of
2004. The Company expects to contribute an additional $27 million to its pension
plans and does not  expect to  contribute  to its other  postretirement  benefit
plans in 2004.
<PAGE>
                                     PAGE 13
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Functional Excellence, 2003 Manufacturing Realignment,
Restructuring, and Asset Impairments
-------------------------------------------------------

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

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

Total pretax  charges  under the  Functional  Excellence  initiative,  including
employee  termination  benefits and other costs, were $7 million and $44 million
for the three  months  ended  March 31,  2004 and  2003,  respectively.  In both
quarters,  nearly all of these  charges  were  recorded to selling,  general and
administrative  expenses.  Employee-related  terminations  are  intended  to  be
completed  within 12 months of  accrual.  The  employee-related  termination
benefits are calculated using the Company's long-standing severance formulas and
vary on a country-by-country  basis,  depending on local statutory  requirements
and local  practices.  Other  costs  include  items  such as  consulting,  lease
buy-outs,  project team expenses,  and asset  write-downs  related to Functional
Excellence programs.


2003 Manufacturing Realignment Program
--------------------------------------

During December,  2003, the Company  announced a blade and razor  manufacturing,
packaging and warehouse  operations  realignment  program  throughout Europe and
Russia.  The  program  will  significantly   reduce  costs,   improve  operating
efficiency,  and streamline manufacturing,  packaging, and warehouse operations.
The program began in December 2003 is expected to be completed by 2007.

The Company recorded, in the first quarter of 2004,  approximately $6 million to
cost of sales related to project  expenses and  accelerated  depreciation on the
Isleworth,  U.K.  facility which will cease to be used after 2007. This facility
will  eventually  be sold but does not yet meet the  requirements  of "held  for
sale"  accounting   treatment.   Other  project expenses consisted  primarily of
severance,  based on the amounts that have been earned as of March 31, 2004,  at
current service levels and pay rates. Severance payments will span through 2007,
when the Isleworth facility will be completely closed.
<TABLE>

<CAPTION>
<PAGE>

                                     PAGE 14
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
Functional Excellence and 2003
Manufacturing Realignment Program
---------------------------------

                                                                                  Charges      Charges
                                           Provisions   Provisions                and Uses     and Uses   Charges
                                            through       First                   through       First     and Uses    Balance
                                           December 31,  Quarter    Provisions   December 31,  Quarter     Since     March 31,
(Millions)                                    2003        2004         Total        2003        2004     Inception     2004
                                           ----------   ---------   ----------   ------------  --------  ---------   --------
<S>                                        <C>         <C>         <C>        <C>             <C>        <C>         <C>
Functional Excellence:
Employee-related expenses                    $226        $  3         $229        $(143)       $ (22)      $(165)      $ 64
Other                                          32           4           36          (28)          (4)        (32)         4
                                             ----        ----         ----        -----        -----       -----       ----
Total Functional Excellence Program          $258        $  7         $265        $(171)       $ (26)      $(197)      $ 68
                                             ----        ----         ----        -----        -----       -----       ----

2003 Manufacturing Realignment Program:
Employee-related expenses
  Severance payments                           32           1           33            -            -           -         33
  Other benefits                                6           -            6            -            -           -          6
Asset-related expenses:
  Asset write-offs                              5           -            5           (5)           -          (5)         -
  Loss on sales of assets                       4           -            4            -            -           -          4
Contractual obligations and other               3           5            8            -           (5)         (5)         3
                                             ----        ----         ----         ----        -----       -----       ----
Total 2003 Realignment Program                 50           6           56           (5)          (5)        (10)        46
                                             ----        ----         ----        -----        -----       -----       ----
     Total                                   $308        $ 13         $321        $(176)       $ (31)      $(207)      $114
                                             ====        ====         ====        =====        =====       =====       ====


Subsequent Event
----------------
In April 2004, the Company  finalized the acquisition of assets  associated with
the Rembrandt brand of at-home and  professional  teeth-whitening  products from
Den-Mat Corporation of Santa Maria, California. Results from this operation will
be reported within the Oral Care business segment.
</TABLE>
<PAGE>
                                     PAGE 15
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Management's Discussion  and  Analysis of  Financial  Condition
and Results of Operations The Gillette Company and Subsidiary Companies
-----------------------------------------------------------------------

EXECUTIVE OVERVIEW
------------------
The  Gillette  Company  achieved  record  first-quarter  net sales,  profit from
operations,  net income and net income per common share,  diluted,  in the first
quarter of 2004.  The increase in net sales was driven by strong  sell-in of new
products,  the ongoing strength of existing products and the impact of favorable
foreign  currency.  Net  sales  growth,  enhanced  by solid  performance  in the
international  markets,  was supported by a double-digit  percentage increase in
advertising.  Profit from  operations  grew at a faster pace than sales due to a
favorable  mix  towards  premium  products,   cost  savings  and  overhead  cost
reductions, offset in part by higher advertising spending. Net income per common
share, diluted,  increased at a slightly higher pace due to the above factors, a
lower effective income tax rate and share repurchase activity.

Blades and Razors net sales and profit from  operations for the first quarter of
2004 increased significantly versus the comparable period in 2003, driven by new
product launches and an ongoing shift in mix to premium products. Duracell's net
sales  increased  as  compared  with the first  quarter of 2003 due to  category
growth in international markets and the addition of the Nanfu battery company in
China.  In the U.S.,  Duracell's  market share remained  stable during the first
quarter of 2004  partially  due to  stepped-up  advertising  levels and  despite
significant  promotional  activity by the  low-price and  private-label  brands.
Profit from  operations  nearly doubled  reflecting  cost and expense  reduction
activities. Oral Care net sales increased due to foreign exchange, as an overall
improvement in market share was offset by unmatched new product  activity in the
first quarter of 2003. Profit from operations  increased due to the higher sales
and favorable mix, partially offset by higher advertising expenses. Braun posted
a  significant  increase in net sales and profit from  operations  due to strong
performance  in the Africa,  Middle East and Eastern  Europe (AMEE) region and a
favorable mix towards  higher-margin  male shavers and  higher-priced  household
appliances. Personal Care increased net sales, profit from operations and market
share  in the  quarter  driven  by  new  product  launches  and  cost  reduction
activities.

The Company's various cost-savings programs, including Functional Excellence and
the Strategic  Sourcing  Initiative,  contributed to  improvements in profit and
margin. Compared with the first quarter of 2003, profit from operations rose 46%
in the first  quarter of 2004,  and  operating  profit  margin  increased by 5.6
percentage points.  Lower net interest expense and a decrease in the tax rate of
1% were offset by higher  foreign  exchange  expenses in the period.  Net income
climbed  43% in the first  quarter of 2004 as  compared  with the same period in
2003.  Net  income per common  share,  diluted,  increased  48%,  outpacing  the
percentage increase in net income due to share repurchase activity.  The Company
delivered  strong free cash flow (as  defined in  Financial  Condition)  of $432
million in the first quarter of 2004. <PAGE>
                                     PAGE 16
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS
---------------------
Selected statement of income data is presented below.
<TABLE>
<CAPTION>
                                                                        % of             % of        %
                                                                         Net              Net     Increase/
Three Months Ended March 31,                                   2004     Sales    2003    Sales   (Decrease)
---------------------------------------------------------------------------------------------------------
(millions, except per share amounts and percentages)
<S>                                                           <C>      <C>      <C>      <C>      <C>
Net sales                                                     $2,235            $1,971              13
Gross profit                                                  $1,357    60.7    $1,153    58.5      18
Advertising                                                   $  236    10.6    $  167     8.5      41
Sales promotion                                               $   73     3.3    $   75     3.8      (3)
Other selling, general and administrative (SG&A) expense      $  492    22.0    $  531    26.9      (7)
                                                              ------            ------
Total SG&A expense                                            $  801    35.8    $  773    39.2       4
                                                              ------            ------

Profit from operations                                        $  556    24.9    $  380    19.3      46
Other (income) and expense
     Net interest expense                                          9                11             (18)
     Foreign exchange                                             20                 2            >100
     Other                                                        (3)               (9)            (67)
                                                                ----              ----
Total other income and expnse                                     26     1.2         4      .2    >100
                                                                ----              ----
Income taxes                                                     154     6.9       113     5.7      36
Net income                                                    $  376    16.8    $  263    13.3      43
Net income per common share, diluted                          $  .37            $  .25              48
</TABLE>


Total Company
-------------
Net sales for the first quarter of 2004 were $2.24  billion,  an increase of 13%
versus $1.97  billion in the first  quarter of 2003, of which 7% resulted from a
favorable  foreign exchange impact.  The volume/mix  increase was 5% and pricing
contributed 1%. Sales increased due to the ongoing strength of established
products and new product  introductions.  Net sales also benefited from improved
economic conditions in Latin America and AMEE.

Gross profit was $1.36 billion in the first quarter of 2004, compared with $1.15
billion in the first  quarter of 2003.  As a percent of net sales,  gross profit
was 60.7% in the first quarter of 2004, compared with 58.5% in the first quarter
of 2003. The improvement in gross profit was due mainly to favorable product mix
towards higher margin,  premium products within the Blades and Razors, Oral Care
and Braun segments.  Manufacturing  cost savings,  including  lower  procurement
costs particularly in Duracell and Personal Care also contributed to improvement
in gross profit for the quarter.

Total selling,  general and  administrative  expenses amounted to 35.8% of first
quarter 2004 net sales,  compared with 39.2% in the  comparable  period of 2003.
Within  selling,  general  and  administrative  expenses,  advertising  expenses
increased 41% to 10.6% of net sales, from 8.5% of net sales in the first quarter
of 2003.  Double-digit percentage increases in advertising were realized in each
operating  segment.  The Company  expects to maintain this level of  advertising
support  throughout 2004. Sales promotion declined slightly as compared with the
first  quarter of 2003.  Other  selling,  general  and  administrative  expenses
decreased 7%, and were down as a percentage of sales, to 22.0% from 26.9% in the
first quarter of 2003,  reflecting cost reduction  efforts and lower  Functional
Excellence expenses.

Profit from  operations  was $556 million in the first quarter of 2004 (24.9% of
net sales),  compared with $380 million in the comparable  period of 2003 (19.3%
of net sales).  The profit increase was driven by favorable mix to higher-margin
premium products across all major product lines,  manufacturing productivity and
overhead cost-saving programs, partially offset by higher advertising expenses.
<PAGE>
                                     PAGE 17
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Within nonoperating charges/income,  net interest expense amounted to $9 million
in the first quarter of 2004, as compared to $11 million in the first quarter of
2003. Net foreign  exchange  expense in the first quarters of 2004 and 2003 were
$20 million and $2 million,  respectively. The 2004 variance was driven by a $16
million  non-cash  loss for the  write-off of  translation  adjustment  balances
related to the liquidation of certain international subsidiaries.

The effective  tax rate was 29% in the first quarter of 2004,  compared with 30%
for the same period of 2003.  The  reduction in the 2004  effective tax rate was
primarily due to a favorable change in the mix of earnings to countries taxed at
rates lower than the U.S.  statutory rate. The effective tax rate is expected to
remain close to the current level for the balance of 2004.

Net income was $376  million in the first  quarter of 2004 (16.8% of net sales),
compared  with $263  million in the first  quarter of 2003 (13.3% of net sales),
representing  growth of 43%.  Net income per common  share,  diluted,  was $.37,
compared with $.25 in the first quarter of 2003, representing growth of 48%. The
2004 percentage growth in net income per common share,  diluted,  which outpaced
the percentage growth in net income,  was favorably impacted by share repurchase
program activity.


Operating Segments
------------------
The following table  summarizes the key operating  metrics for the first quarter
of 2004  versus  the  first  quarter  of 2003  for  each of the  Company's  five
operating segments.
<TABLE>
<CAPTION>
                                       Blades &                  Oral               Personal    Corporate/      Total
Three Months Ended March  31,           Razors      Duracell     Care      Braun      Care         Other       Company
----------------------------------------------------------------------------------------------------------------------
(millions, except percentages)
<S>                                   <C>           <C>         <C>       <C>       <C>          <C>          <C>
Net Sales:
     Net sales, 2004                     $1,037        $414      $315      $259        $210                     $2,235
     Net sales, 2003                        893         384       295       214         185                      1,971
     % Incr/(Decr) vs. 2003                  16           8         7        21          14                         13
          Impact of exchange                  8           6         7        10           7                          7
          Impact of volume/mix                6           2         -        12           6                          5
          Impact of pricing                   2           -         -       (1)           1                          1

Profit from operations (PFO):
     PFO, 2004                           $  417        $ 74      $ 55      $ 21        $ 13         $(24)       $  556
     PFO, 2003                              331          39        49       (6)           -          (33)          380
     % Incr/(Decr) vs. 2003                  26          90        12      >100        >100                         46
     PFO as % of net sales, 2004           40.2        17.9      17.6       8.0         6.0                       24.9
     PFO as % of net sales, 2003           37.1        10.1      16.5      (2.9)         .2                       19.3
</TABLE>
<PAGE>
                                     PAGE 18
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Blades and Razors
-----------------
Net sales of $1.04 billion in the first quarter of 2004 were 16% higher than the
comparable  period of 2003, of which 8% represents  favorable  foreign  exchange
impact.  Sales growth was driven by the strength of premium  shaving systems and
disposables,  as well as several new product  rollouts,  including Venus Divine,
the latest innovation in female shaving,  in North America;  the Sensor3 shaving
system,  a superior  three-bladed  system for  current  users of the  two-bladed
Sensor;  Prestobarba  Excel,  a new  top-of-the-line  disposable  for the  Latin
American  market;  and in India,  Vector  Plus,  the latest line  extension  for
entry-level  systems  in  developing  markets.  Sales  growth  was strong in all
regions.

Despite  competitive  activity  during the quarter,  the  Company's  most recent
global dollar share was unchanged at 72.8 percent. Global razor volume increased
5%, with both the Mach3 and Venus franchises growing 10%.

Profit from  operations  of $417  million  was up 26% from the first  quarter of
2003, and profit margin increased 3.1 percentage  points to 40.2%. The impact of
higher  sales,  favorable  product mix and lower  overhead  costs was  partially
offset by a double-digit percentage increase in advertising support.

Duracell
--------
Duracell  net sales of $414  million  increased  8% versus the first  quarter of
2003, of which 6% represents  favorable  impact of foreign  exchange.  Net sales
gains were driven by year-over-year category growth in Europe, Latin America and
AMEE.  The addition of the Nanfu battery  business in China also  contributed to
net sales  growth.  These  gains were  partially  offset by lower sales in North
America due to  comparisons  against the first quarter 2003,  when demand spiked
due to homeland security concerns and incremental military sales.

The  Company  expects  that 2004 will  continue  to be  challenging,  due to the
ongoing, intense competitive  environment.  The Company held its dollar share of
the market in the first quarter of 2004 partially through stepped-up advertising
and improved marketing programs,  despite heightened competition and promotional
activity from low-price  brands and private label and expanded  distribution  of
carbon zinc products. The Company is guarded about its ability to sustain dollar
share at the current price gaps versus low-price brands and private labels,  and
will  continue to make  tactical  adjustments  on an account by account basis as
needed.

In the first quarter of 2004,  profit from  operations of $74 million  increased
90%, and profit margin grew by 7.8  percentage  points,  compared with the first
quarter of 2003.  This  increase was due to higher sales,  significant  benefits
from cost-savings  programs, and lower promotional and free-cell activity versus
the prior year, partially offset by higher advertising expenses.

Oral Care
---------
Oral Care net sales in the first  quarter of 2004 of $315 million were 7% higher
than the first quarter of 2003, due to favorable foreign exchange.  Dollar share
increased in all regions except Latin America.  Net sales was affected by strong
demand for manual brushes globally, including Cross Action Vitalizer,  Advantage
and Exceed  products,  offset by unmatched 2003 new product  activity related to
the CrossAction  Vitalizer  manual brush and CrossAction  Power battery brush in
North America.

The Company  extended its number one global  dollar share  position in the total
brushing  category  for the latest  52-week  share by 1.3  percentage  points to
34.2%, the highest share point gain among all global competitors.

In the first quarter of 2004,  profit from  operations of $55 million  increased
12%, and profit margin increased by 1.1 percentage  points compared to the first
quarter of 2003. The increase in profits was driven by higher sales and improved
product  mix,  both  within  the  manual  segment,  and  overall  due to a lower
proportion  of  battery products  and a larger  percentage  of power  toothbrush
refills in the sales mix. This was offset partially by a double-digit percentage
increase in advertising.
<PAGE>
                                     PAGE 19
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Braun
-----
Braun net sales of $259  million in the first  quarter of 2004  climbed 21% over
the first quarter of 2003, with favorable  foreign exchange  representing 10% of
the  increase.  Growth  was  driven by strong  performance  in the AMEE  region,
particularly in Russia and Turkey,  and improved  year-over-year  performance in
the European dry shaver market.  Braun shavers continued to gain dollar share in
certain key markets,  despite  price  discounting  by  competitors.

Profit from operations in the first quarter of 2004 was $21 million compared
with a $6 million loss in the first quarter of 2003. Profit improvement was
driven by a favorable mix towards  higher margin male shavers and higher priced
household appliances,   tempered   by   currency-related   increases   in
European-based manufacturing costs.

Personal Care
-------------
In the first quarter of 2004,  Personal Care net sales  increased 14% versus the
first  quarter of 2003,  with foreign  exchange  contributing  7% of the growth.
Sales  growth was  achieved in all regions due to strong  demand and trade-up in
shave preparations,  particularly in Europe and North America.  Net sales growth
was also driven by new product  launches,  including the Gillette  Complete skin
care line launched in North America,  the new  side-activated  Right Guard "Cool
Spray"  in  Europe  and the  relaunch  of  Soft & Dri.

Profit from operations  increased to $13 million in the first quarter of 2004 as
compared  with  a  break-even  level  in  the  first  quarter  of  2003.  Profit
improvement came from growth in new products, manufacturing and procurement cost
savings,  and  lower  overhead  costs,  which  more than  offset a  double-digit
percentage  increase  in  advertising  behind new  products.
<PAGE>
                                     PAGE 20
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


FINANCIAL CONDITION
-------------------

Cash Flow
---------
Cash provided by operations is the Company's  primary source of funds to finance
operations,  capital expenditures,  share repurchases,  and dividends. Free cash
flow,  defined as net cash provided by operating  activities net of additions to
and  disposals of  property,  plant and  equipment,  is used by the Company as a
measure of its  liquidity,  as well as its ability to fund future  growth and to
provide  a return  to  shareholders.  Free  cash  flow is not a  measure  of the
residual cash flow that is available for discretionary  expenditures,  since the
Company has certain  non-discretionary  obligations,  such as debt service, that
are not deducted  from the measure.  A  reconciliation  of free cash flow to the
increase in cash and cash  equivalents  in accordance  with  Generally  Accepted
Accounting Principles (GAAP) follows.
<TABLE>
<CAPTION>

                                                                      2004                 2003
                                                              ----------------------------------------
                                                                Free       GAAP      Free       GAAP
                                                                Cash       Cash      Cash       Cash
Three months ended March 31,                                    Flow       Flow      Flow       Flow
----------------------------                                  ----------------------------------------
<S>                                                            <C>         <C>      <C>         <C>
(millions)
Net income                                                                $ 376                $ 263
Depreciation and amortization                                               146                  138
Deferred income taxes and other                                              19                   16
Decrease in accounts receivable                                              51                  200
Increase in inventories                                                    (183)                (129)
Net change in other assets and liabilities                                  107                   47
                                                                ----       ----      ----      -----
Net cash provided by operating activities                       $516      $ 516      $535      $ 535
                                                                ----      -----      ----      -----
Additions to property, plant and equipment (A)                   (91)                 (48)
Disposals of property, plant and equipment (B)                     7                   11
                                                                ----                 ----
Free cash flow                                                  $432                 $498
                                                                ----                 ----
Net cash used in investing activities (C)*                                $ (83)               $ (37)
Net cash used in financing activities                                     $(468)               $(790)
Effect of exchange rate changes on cash                                      (1)                   1
                                                                          -----                -----
Decrease in cash and cash equivalents                                     $ (36)               $(291)
                                                                          =====                =====
</TABLE>

*C is the sum of A, B, and other  totaling $1 million and $0 in the three months
ended March 31, 2004 and 2003, respectively.  See Consolidated Statement of Cash
Flows.

Free cash flow for the three  months  ended  March 31,  2004,  was $432  million
driven  by a  strong  increase  of net  income  and  lower  accounts  receivable
balances,  partially  offset by  higher  inventory  balances  and  additions  to
property,  plant and  equipment.  Inventory  increased  in  anticipation  of new
product launches and a planned build up of safety stock related to the blade and
razor  manufacturing,  packaging and warehouse  operations  realignment  program
throughout  Europe and Russia.  Compared  to the first  quarter of last year the
increase in net income was  slightly  more than offset by the changes in working
capital and increased capital expenditures.

The Company used its Free Cash Flow to finance the repurchase of 5 million
shares of Company stock for $188 million, to pay dividends of $163 million and
to reduce its debt by $262 million. In February 2004, the Company received $103
million upon settlement of a currency swap that hedged a maturing
Euro-denominated bond. Net cash used in financing activities for the first
quarter of 2004 decreased versus the comparable period of 2003 mainly due to
lower share repurchases.
<PAGE>
                                     PAGE 21
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Debt
----
Total debt  decreased  by $262  million  during the three months ended March 31,
2004,  from $3.31  billion at December 31, 2003,  to $3.05  billion at March 31,
2004.  This decrease was principally due to repayments of long-term debt of $374
million,  partially  offset by an increase in  short-term  loans payable of $117
million. Cash and cash equivalents decreased by $36 million for the same period.
Cash   equivalents  are  invested  in  highly  liquid  deposits  and  marketable
securities of institutions  with high credit quality.

The Company's  investment  grade long-term credit ratings of AA- from Standard &
Poor's and Aa3 from Moody's and commercial  paper ratings of A1+ from Standard &
Poor's and P1 from  Moody's  provide a high degree of  flexibility  in obtaining
funds.  The Company has the ability to issue up to $1.53  billion in  commercial
paper in the U.S. and Euro markets.  The Company's  commercial  paper program is
supported  by its  revolving  credit  facility and other  sources of  liquidity,
primarily the Company's cash flow from operations.  At March 31, 2004, there was
$174 million outstanding under the Company's commercial paper program,  compared
with $55 million at December 31, 2003. On October 14, 2003, the Company  entered
into revolving bank credit  facilities in an aggregate  amount of $1.15 billion,
of which $863 million is available on a 364-day  basis,  expiring  October 2004,
and $288 million is available for five years,  expiring October 2008.  Liquidity
is enhanced  through a provision in the 364-day  facility that gives the Company
the option to enter into a one-year  term loan in an amount up to $863  million.
The Company believes it has sufficient  alternative sources of funding available
to replace its commercial paper program, if necessary.

During 2002, two shelf  registration  statements were filed allowing the Company
to issue up to $2.8  billion  in debt  securities  in the U.S.  It is  currently
anticipated that the proceeds from the sale of any debt securities  issued under
these shelf  registrations 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 common stock. At March
31,  2004,  $1.54  billion,   at  face  value,  was  issued  under  these  shelf
registrations,  and a total of $1.26  billion  was  available  for  future  debt
issuance. All proceeds from these issuances were used to reduce commercial paper
borrowings.

With its strong brands,  leading market shares,  strong financial  condition and
substantial  cash-generating capability, the Company expects to continue to have
funds  available  for growth  through both  internally  generated  cash flow and
significant credit resources. The Company has substantial unused lines of credit
and access to worldwide  financial markets,  enabling the Company to raise funds
at favorable interest rates.
<PAGE>
                                     PAGE 22
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Market Risk
------------
The Company is subject to market risks,  such as changes in foreign currency and
interest rates that arise from normal business operations. The Company regularly
assesses these risks and has established  business strategies to provide natural
offsets, supplemented by the use of derivative financial instruments, to protect
against the adverse  effects of these and other market  risks.  The Company uses
foreign-denominated  debt and forward  contracts  to hedge the impact of foreign
currency changes on its net foreign investments, normally in currencies with low
interest rates. Most of the Company's transactional exchange exposure is managed
through   centralized   cash   management.   The  Company  hedges  net  residual
transactional  exchange  exposures  primarily  through  forward  contracts.

The Company uses  primarily  floating rate debt in order to match interest costs
to the impact of inflation on earnings. The Company manages its mix of fixed and
floating-rate  debt by  entering  into  interest  rate  swaps and  forward  rate
agreements.

More detailed information about the strategies,  policies, and use of derivative
financial  instruments  is  provided in the  Company's  2003 Form 10-K under the
Financial   Instruments  and  Risk  Management   Activities  note  in  Notes  to
Consolidated  Financial  Statements.   The  Company  has  established  policies,
procedures,  and internal  controls  governing the use of  derivative  financial
instruments and does not use them for trading,  investment, or other speculative
purposes. In addition,  the Company's use of derivative  instruments is reviewed
by  the  Finance  Committee  of  the  Board  of  Directors  annually.  Financial
instrument positions are monitored using a value-at-risk model. Value at risk is
estimated for each instrument based on historical volatility of market rates and
a 95% confidence level.

Based on the Company's overall  evaluation of its market risk exposures from all
of its  financial  instruments  at March 31, 2004, a near-term  change in market
rates would not materially affect the consolidated  financial position,  results
of operations, or cash flows of the Company.

Subsequent Events
-----------------
In April 2004, the Company  finalized the acquisition of assets  associated with
the Rembrandt brand of at-home and  professional  teeth-whitening  products from
Den-Mat Corporation of Santa Maria, California. Business results related to this
acquisition  will be  reported  within  the  Oral  Care  segment  for  financial
reporting purposes beginning in the second quarter of 2004.


FUNCTIONAL EXCELLENCE AND 2003 MANUFACTURING REALIGNMENT PROGRAM
----------------------------------------------------------------

Functional Excellence
---------------------
In the second  quarter of 2002,  the Company began actions  associated  with its
Functional  Excellence  initiative,  which is described in Notes to Consolidated
Financial  Statements.  During the first  quarters of 2004 and 2003, the Company
recorded the following expenses related to this initiative:

Three Months Ended March 31,                      2004          2003
--------------------------------------------------------------------
(millions)

Functional excellence expense recorded in:
Cost of goods sold                                $ -           $ 3
Selling, general and administrative expense       $ 7           $41
                                                  ---           ---
Total functional excellence expense               $ 7           $44
                                                  ===           ===

2003 Manufacturing Realignment Program
--------------------------------------
During 2003, the Company  announced a blade and razor  manufacturing,  packaging
and warehouse  operations  realignment program throughout Europe and Russia. The
program will  significantly  reduce costs,  improve  operating  efficiency,  and
streamline operations.  The program began in December 2003 and will be completed
during  2007.  This  program  is  further  described  in Notes  to  Consolidated
Financial Statements.

During the first quarter of 2004, the Company recorded a charge of $6 million to
cost of goods sold for this program,  related mainly to accelerated depreciation
of certain assets and incremental severance accruals.
<PAGE>
                                     PAGE 23
                       DISCLOSURE CONTROLS AND PROCEDURES


Item 4. Controls and Procedures

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

During the fiscal quarter covered by this report, there have been no significant
changes in  internal  control  over  financial  reporting  that have  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.
<PAGE>
                                     PAGE 24
                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

We are subject,  from time to time, to legal  proceedings and claims arising out
of our business,  which cover a wide range of matters,  including  antitrust and
trade  regulation,  advertising,  product  liability,  contracts,  environmental
issues,  patent and trademark  matters and taxes.  Management,  after review and
consultation with legal counsel,  considers that any liability from all of these
legal  proceedings  and claims  would not  materially  affect  our  consolidated
financial position, results of operations or liquidity.

Item 2. Changes in  Securities,  Use of Proceeds and Issuer  Purchases of Equity
        Securities.
<TABLE>
<S>                         <C>              <C>           <C>                 <C>
                                                           Total Number
                                                             of Shares          Maximum Number
                                                         Purchased as Part        of Shares
                         Total Number       Average        of Publicly         that May Yet Be
                           of Shares       Price Paid    Announced Plans     Purchased Under the
Period                     Purchased       per Share      or Programs(1)      Plans or Programs
------                   -----------       ----------   -----------------    -------------------
01/01/04 - 01/31/04               -         $     -                  -           51,000,000
02/01/04 - 02/29/04       3,020,000         $ 37.06          3,020,000           47,980,000
03/01/04 - 03/27/04       1,980,000         $ 38.54          1,980,000           46,000,000
  Total First Quarter     5,000,000 (2)     $ 37.65          5,000,000           46,000,000

</TABLE>
(1)  During the first quarter of 2004, the Company  repurchased shares under two
     repurchase  programs.  The first was announced on 9/18/97  authorizing  the
     purchase of up to 25 million  shares of the Company's  common stock and was
     subsequently amended to authorize the purchase of up to 150 million shares.
     The Company  repurchased  the  remaining  shares  under this program in the
     first  quarter of 2004.  The second  program was  announced  on 9/16/03 and
     authorizes the purchase of up to 50 million shares of the Company's  common
     stock. There is no expiration date specified for this program.

(2)  All share  repurchases  were  effected in  accordance  with the safe harbor
     provisions of Rule 10b-18 of the Securities Exchange Act.


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

Forward-looking  statements are based on current  expectations of future events,
but actual results could vary materially from our  expectations and projections.
Investors  are  cautioned  not to place undue  reliance  on any  forward-looking
statements. We assume no obligation to update any forward-looking statements. We
caution that  historical  results  should not be relied upon as  indications  of
future performance.
<PAGE>
                                     PAGE 25
                           PART II. OTHER INFORMATION


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

- the pattern of our sales, including variations in sales volume within periods;

- consumer demands and preferences, including the acceptance by our customers
  and consumers of new products and line extensions;

- the mix of products sold;

- our ability to control and reduce our internal costs and the cost of raw
  materials;

- competitive factors, including prices, promotional incentives, and trade terms
  for our products, and our response, as well as those of our customers and
  competitors, to changes in these terms;

- product introductions and innovations by us and our competitors;

- technological advances by us and our competitors;

- new patents granted to us and our competitors;

- changes in exchange rates in one or more of our geographic markets;

- changes in laws and regulations, including trade regulations, accounting
  standards and tax laws, governmental actions affecting the manufacturing and
  sale of our products, unstable governments and legal systems, and
  nationalization of industries;

- changes in accounting policies;

- acquisition, divestitures and similar transactions by us, our competitors,
  or customers; and

- the impact of general political and economic conditions or hostilities in the
  United States and in other parts of the world.
<PAGE>
                                     PAGE 26
                           PART II. OTHER INFORMATION


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


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

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

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


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


Cost-Savings Strategy
---------------------
We have implemented and approved a number of programs  designed to reduce costs.
Such  programs  will  require,   among  other  things,   the  consolidation  and
integration of facilities,  functions,  systems,  and  procedures,  all of which
present significant management  challenges.  There can be no assurance that such
actions will be  accomplished  as rapidly as anticipated or that the full extent
of expected cost reductions will be achieved.
<PAGE>
                                     PAGE 27
                           PART II. OTHER INFORMATION


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

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

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


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

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


Effect of Potential Military Action or War
------------------------------------------
Recent  military  hostilities and the threat of future  hostilities,  as well as
attendant political activity, have created an atmosphere of economic uncertainty
throughout the world. A disruption in our supply chain, an increase in import or
export  costs,  and/or other  macroeconomic  events  resulting  from military or
political  events could  adversely  affect  operating  results in any  reporting
period.
<PAGE>
                                     PAGE 28
                           PART II. OTHER INFORMATION


Item 6(a)  Exhibits

The following exhibits are included herewith:

3(ii) Bylaws of The Gillette Company, as amended March 25, 2004.

10.1 Employment Agreement,  dated January 19, 2001, between The Gillette Company
     and James M. Kilts, as amended on March 24, 2004.

10.2 Form of  Agreement  Relating  to Terms of  Employment  between The Gillette
     Company  and its named  Executive  Officers  other than  Messrs.  Kilts and
     DeGraan.

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

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

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

32.1 Certification  of Chief  Executive  Officer  Pursuant to 18 U.S.C.  Section
     1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification  of Chief  Financial  Officer  Pursuant to 18 U.S.C.  Section
     1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.


Item 6(b) Reports on Form 8-K

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

(a)  The Company  furnished,  on January 29, 2004, a current  report on Form 8-K
     containing one exhibit: a press release announcing the Company's  financial
     results for the three months and year ended December 31, 2003.

(b)  The  Company  furnished  on March 25,  2004,  a current  report on Form 8-K
     containing two exhibits:  an amendment to the employment  agreement between
     the Company and James M. Kilts,  and a press release  announcing that James
     M. Kilts, Chairman and Chief Executive Officer, had extended his employment
     agreement for one year.
<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

April 28, 2004
<PAGE>
EXHIBIT INDEX


Exhibit Number and Description

Exhibit 3(ii) Bylaws of The Gillette Company, as amended March 25, 2004

Exhibit 10.1  Employment Agreement, dated January 19, 2001, between The Gillette
Company and James M. Kilts, as amended on March 24, 2004.

Exhibit 10.2  Form of Agreement Relating to Terms of Employment between The
Gillette Company and its named Executive Officers other than Messrs. Kilts and
DeGraan.

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

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

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

Exhibit 32.1  Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2  Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.