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 June 30, 1997                    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 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 June 30, 1997  . . . . . . . . . . . . . . . . . 559,786,686
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                                             PAGE 1
                                 PART I.  FINANCIAL INFORMATION

                          THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                                CONSOLIDATED STATEMENT OF INCOME
                         (Millions of dollars, except per share amounts)

                                           (Unaudited)
<CAPTION>
                                                    Three Months Ended      Six Months Ended
                                                          June 30               June 30
                                                     1997        1996       1997        1996
<S>                                                <C>         <C>        <C>         <C>
Net Sales........................................ $2,285.2   $2,272.1    $4,465.2   $4,331.0
Cost of Sales....................................   859.5       841.9     1,684.7    1,614.1
    Gross Profit................................. 1,425.7     1,430.2     2,780.5    2,716.9

Selling, General and Administrative expenses.....   908.2       960.4     1,797.0    1,833.1
    Profit from operations.......................   517.5       469.8       983.5      883.8

Non-operating Charges (Income):
  Interest income................................   (2.4)       (2.6)       (4.7)      (5.0)
  Interest expense...............................    17.7        19.5        36.9       38.5
  Exchange.......................................     1.1         8.6         5.3       21.0
  Other charges - net............................     4.9         4.4         8.2       (.5)
                                                     21.3        29.9        45.7       54.0
    Income before Income Taxes ..................   496.2       439.9       937.8      829.8

Income Taxes.....................................   177.3       163.2       335.2      303.8

    Net Income...................................   318.9       276.7       602.6      526.0

Preferred Stock dividends, net of tax benefit....     1.2         1.1         2.3        2.3

Net Income Available to Common Stockholders...... $  317.7 $  275.6 $  600.3 $  523.7

Net Income per Common Share......................  $    .57    $    .50    $   1.08   $    .95

Dividends declared per common share: Gillette ...      .215         .18        .215        .18
                                     Duracell            -          .29          -         .58
Average number of common shares outstanding
  (thousands)                                       558,542     552,952     557,677    552,544

<FN>

See Accompanying Notes to Consolidated Financial Statements.
/TABLE
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                                    PAGE 2

                 THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES

                          CONSOLIDATED BALANCE SHEET

                                    ASSETS

                             (Millions of dollars)

<CAPTION>


                                                      June 30       December 31
                                                        1997            1996
                                                    (Unaudited)
<S>                                                 <C>            <C>
Current Assets:
    Cash and cash equivalents.................... $   89.8        $   76.9
    Short-term investments, at cost, which
       approximates market value.................      3.7             7.0
    Receivables, less allowances of $75.3
        ($80.8 at 12/31/96)......................  2,136.4         2,724.6
    Inventories:
        Raw materials and supplies...............    283.5           281.2
        Work in process..........................    215.4           161.4
        Finished goods...........................  1,130.0           915.6
          Total Inventories......................  1,628.9         1,358.2
    Deferred Income Taxes........................    274.4           359.3
    Prepaid expenses.............................    280.6           227.2
          Total Current Assets...................  4,413.8         4,753.2

Property, Plant and Equipment, at cost...........  4,716.1         4,561.2
        Less accumulated depreciation............  2,024.3         1,995.4
          Net Property, Plant and Equipment......  2,691.8         2,565.8


Intangible Assets, less accumulated amortization   2,556.7         2,626.2
Other Assets.....................................    545.4           490.1

                                               $10,207.7 $10,435.3


<FN>

See Accompanying Notes to Consolidated Financial Statements
</TABLE>
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                                    PAGE 3

                 THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES

                          CONSOLIDATED BALANCE SHEET

                     LIABILITIES AND STOCKHOLDERS' EQUITY

                             (Millions of dollars)

<CAPTION>

                                                      June 30     December 31
                                                       1997          1996
                                                    (Unaudited)
<S>                                                  <C>          <C>
Current Liabilities:
    Loans payable................................   $  644.9     $  656.7
    Current portion of long-term debt............       12.2         14.5
    Accounts payable.............................      418.9        547.3
    Accrued liabilities..........................      846.7      1,317.5
    Dividends payable............................           -       100.1
    Income taxes.................................      309.6        298.6
       Total Current Liabilities.................    2,232.3      2,934.7

Long-Term Debt...................................    1,487.7      1,490.4
Deferred Income Taxes............................      285.3        298.9
Other Long-Term Liabilities......................    1,191.3      1,190.5
Minority Interest................................       33.7         29.9

Stockholders' Equity:
    8.0% Cumulative Series C ESOP Convertible
      Preferred, without par value, issued: 1997,
      156,192 shares; 1996, 157,925 shares.......       94.2         95.2
    Unearned ESOP Compensation...................     (21.2)       (25.2)
    Common stock, par value $1.00 per share:
      Authorized 1,160,000,000 shares
      Issued: 1997, 675,071,073 shares;
              1996, 671,431,800 shares...........      675.1        671.4
    Additional paid-in capital...................    1,258.0      1,158.6
    Earnings reinvested in the business..........    4,634.5      4,168.7
    Cumulative foreign currency
      translation adjustments....................    (607.6)      (521.6)
    Treasury stock, at cost:
    1997, 115,284,387 shares;l996, 115,353,687 shares (1,055.6) (1,056.2)
        Total Stockholders' Equity...............    4,977.4      4,490.9

                                                 $10,207.7 $10,435.3

<FN>



See Accompanying Notes to Consolidated Financial Statements
/TABLE
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                                    PAGE 4
                 THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                             (Millions of dollars)
                                  (Unaudited)
<CAPTION>
                                                        Six Months Ended
                                                             June 30
                                                       1997          1996
<S>                                                  <C>          <C>
Operating Activities
    Net income                                      $  602.6    $  526.0
    Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                   206.6        188.0
      Other                                          (17.8)          1.3
      Changes in assets and liabilities, net of
      effects from acquisition of businesses:
        Accounts receivable                           511.5        332.1
        Inventories                                 (303.1)      (254.2)
        Accounts payable and accrued liabilities    (570.7)      (307.3)
        Other working capital items                    56.6       (12.4)
        Other non-current assets and liabilities     (18.0)         24.7
          Net cash provided by operating activities   467.7        498.2
Investing Activities
    Additions to property, plant & equipment        (379.4)      (307.6)
    Disposals of property, plant & equipment           28.5         29.8
    Acquisition of businesses, less cash acquired     (3.0)      (156.4)
    Other                                               3.9       (10.5)
          Net cash used in investing activities     (350.0)      (444.7)
Financing Activities
    Purchase of Treasury Stock                             -      (10.5)
    Proceeds from exercise of stock option and
      purchase plans                                  101.7         29.5
    Increase (Decrease) in long-term debt                .1        (8.5)
    Increase in loans payable                          16.7        181.1
    Dividends paid                                  (222.5)      (218.3)
          Net cash used in financing activities     (104.0)       (26.7)
Effect of Exchange Rate Changes on Cash                (.8)        (9.7)

Increase in Cash and Cash Equivalents                  12.9         17.1
Cash and Cash Equivalents at Beginning of Year         76.9         81.6

Cash and Cash Equivalents at End of Quarter      $   89.8 $   98.7

Supplemental disclosure of cash paid for:
    Interest                                       $   46.5     $   44.3
    Income taxes                                     $  228.1   $  236.3
Non-cash investing and financing activities:
  Acquisition of businesses:
    Fair value of assets acquired                    $    3.0     $  184.4
    Cash paid                                             3.0        156.4
      Liabilities assumed                            $     -      $   28.0
<FN>
See Accompanying Notes to Consolidated Financial Statements
/TABLE
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<PAGE>                              PAGE 5
                THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounting Comments
Reference is made to the registrant's 1996 annual report to stockholders,
which contains, at pages 24 through 39, financial statements and the notes
thereto, which are incorporated by reference in the registrant's annual report
on Form 10-K for the year ended December 31, 1996.

For interim reporting purposes, advertising expenses are charged to operations
as a percentage of sales based on estimated sales and advertising expense for
the full year.

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 to a fair presentation of the results for such
interim periods have been included.

Recent Accounting Pronouncements
In 1997, the Financial Accounting Standards Board issued SFAS No. 128,
"Earnings per Share."  The statement is effective for periods ending after
December 15, 1997, and will be adopted by The Gillette Company at the end of
the fiscal year 1997.  The adoption of this statement will not have a material
impact on reported net income per common share.

In 1997, the Financial Accounting Standards Board issued SFAS No. 129,
"Disclosure of Information about Capital Structure."  The statement is
effective for periods ending after December 15, 1997.  This statement will have
no impact on disclosures within the financial statements.

In 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income," which establishes standards for reporting and
display of comprehensive income and its components.  The statement is effective
for fiscal years beginning after December 15, 1997, and will be adopted by The
Gillette Company for fiscal year 1998.

In 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information."  The
statement is effective for periods beginning after December 15, 1997, and will
be adopted by The Gillette Company for fiscal year 1998.  Current financial
statements are presented substantially in accordance with SFAS No. 131.

Merger Related Costs
In conjunction with the 1996 merger with Duracell International Inc., the
Company recorded, in the fourth quarter of 1996, a charge to operating expenses
of $413 million ($283 million after taxes or $.51 per common share) for direct
and other merger-related costs pertaining to the merger transaction and certain
restructuring programs.

Merger transaction costs consist primarily of fees for investment bankers,
attorneys, accountants, financial printing and other related charges. Restruct-
uring costs include severance and outplacement of terminated employees and exit
costs.  Exit costs include activities such as cancellation of lease agreements
and distributor contracts, and the writeoff of unutilized fixed assets.

Restructuring activities primarily relate to the consolidation of distribution
and administrative functions, which will result in the phased reduction of
approximately 1,700 employees.  Through June 30, 1997, the reductions total 409
employees.
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<PAGE>                              PAGE 6
                 THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Activity through June 30, 1997 follows:
                              1996             Charges
(Millions of dollars)       Provision          to Date            Balance
Merger Transaction Costs    $ 65.0            $ 60.8             $  4.2

Restructuring Costs
  Employee Severance         165.9              19.5              146.4
  Exit Costs                 182.1              88.6               93.5

Total                       $413.0            $168.9             $244.1

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                                    PAGE 7
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

Results of Operations
  In reviewing the following analysis, it should be understood that results for
  any interim period are not necessarily indicative of the results for the
  entire year.  For Duracell's foreign operations, reference to the current
  year includes periods ending May 31, 1997, and for the prior year periods
  ending June 30, 1996.

  Second Quarter 1997 versus 1996
  Sales for the quarter ended June 30, 1997, were $2.29 billion, a gain of 1%
  over the same quarter of the prior year.  This growth was attributable to
  volume and new products, while the effect of unfavorable exchange rates was
  only partially offset by higher prices.  Sales of domestic operations were
  maginally below those of the prior year.  Sales in foreign operations
  advanced modestly as sharp increases in the AMEE markets, which include
  Africa, the Middle East, Eastern Europe and India, were partially offset by
  the continued sluggish economic conditions in some key European and Latin
  American markets as well as Japan.

  Sales of blade and razor products were virtually unchanged from those of the
  prior year, while profits were up modestly.  The AMEE markets had significant
  sales and profit increases in the second quarter, offset by European results
  which were affected by exchange.  The Gillette Sensor franchise continues to
  grow as older blade products decline.

  Sales of Duracell products were modestly higher and profits were
  significantly higher than those of the prior year, particularly in AMEE and
  Asia Pacific markets, aided by the acquisitions in South Africa, April 1996,
  and South Korea, October 1996.  Sales declined slightly excluding these
  acquisitions, while profits were well above the prior year.

  Braun product sales decreased somewhat from the prior year due to declines in
  the United States and continuing adverse economic conditions in Japan and
  Germany, combined with unfavorable exchange in Japan and Europe.  Profits
  were marginally lower, due primarily to lower sales.

  Sales of toiletries and cosmetics equalled those of the prior year while
  profits were significantly higher.  The continuing expansion of the Gillette
  Series male grooming line, the success of Satin Care female products, and the
  growth of clear deodorant/antiperspirant products contributed to these
  results.  Jafra sales continued to improve in Mexico, with a substantial
  increase over the prior year.  Offsetting the gains were unmatched 1996 sales
  of Unisa, which was divested in 1996, and lower sales of White Rain in the
  United States.

  Sales of stationery products were slightly above those of 1996, as higher
  International sales more than offset slightly lower sales in the United
  States.  Profits were substantially higher versus the prior year.

  Sales of Oral-B products in the second quarter rose appreciably over those of
  the prior year.  This gain is attributable to strong growth in North America
  and the success of new products in other major markets.  Profits were sharply
  higher, due to increased sales and lower product costs.
<PAGE>
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                                    PAGE 8
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

   Six Months 1997 versus 1996
   Sales for the six months ended June 30, 1997, were $4.47 billion, an
   increase of 3% over the same period of the prior year.  This growth was
   attributable to increased volume and new products, while the effect of
   unfavorable exchange rates was partially offset by higher prices.  Sales of
   domestic operations were virtually unchanged versus those of the prior
   year.  Sales in foreign operations advanced as sharp increases in the AMEE
   markets, led by excellent performances in the Former Soviet Union, Eastern
   Europe, Poland and India, combined with higher sales in Latin America, were
   partially offset by the continued sluggish economic conditions in some key
   European and Latin American markets as well as Japan.

   Sales of blade and razor products showed little change versus those of the
   prior year, and profits were higher due to substantial increases in the
   United States as well as advances in AMEE and Latin America markets.  These
   increases reflect the continued growth and expansion of the Gillette Sensor
   franchise, including SensorExcel and SensorExcel for Women.

   Sales of Duracell products were considerably higher and profits were
   substantially higher than those of the prior year, particularly in AMEE and
   Asia Pacific markets, aided by the acquisitions in South Africa and South
   Korea.  Sales growth excluding these acquisitions was moderate, while
   profits increased.

   Braun product sales and profits decreased somewhat from the prior year due
   to declines in the United States and continuing adverse economic conditions
   in Japan and Germany, combined with unfavorable exchange in Japan and
   Europe.  Those conditions continued in Braun's third quarter, which ended
   June 30, 1997.

   Sales of toiletries and cosmetics were moderately above those of the prior
   year and profits were significantly higher.  The continuing expansion of
   the Gillette Series male grooming line, the success of Satin Care female
   products, and the growth of clear deodorant/antiperspirant products
   contributed to this increase.  Jafra sales improved modestly, with a
   substantial increase in Mexico over the prior year.

   Sales of stationery products were marginally below those of 1996, due to
   reductions in the United States and Europe.  Profits were considerably
   above those of prior year.

   Sales of Oral-B products for six months rose sharply over those of the
   prior year, due to increases in all major geographies.  This gain is
   attributable to increased volume in the United States and the success of
   new products in other major markets.  Profits were considerably higher, due
   to increased sales and lower product costs.
<PAGE>
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                                    PAGE 9
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                          AND RESULTS OF OPERATIONS


   The approximate percentages of consolidated net sales for each of the
   Company's business segments are set forth below.

                    Blades  Toiletries
                      &         &       Stationery   Braun     Oral-B  Duracell
   Period           Razors  Cosmetics    Products   Products  Products Products
   Six Months 1997   29%      15%           9%        18%        6%      23%
   Six Months 1996   30%      15%           9%        19%        6%      21%

   Gross profit was $2.78 billion, an increase of $64 million, or 2%, from
   1996.  The gross profit percentage of sales was 62.3%, marginally below the
   62.7% for the same period in 1996, due to product mix.

   Selling, general and administrative expenses decreased by $36 million, or
   2%.  Combined advertising and sales promotion expenses were the primary
   contributors to this change, decreasing 3% versus those of the prior year.
   Spending on research and development increased 4%, while other marketing
   and administrative expenses decreased 2%.

   Profit from Operations was $983 million, up 11% from $884 million a year
   earlier.  Profit from operations increased substantially in the United
   States and was well above the prior year in foreign operations despite
   unfavorable exchange.

   Net interest expense was somewhat lower, while net exchange losses and the
   effective tax rate were lower through six months.

   Net income of $603 million increased 15%, compared with $526 million in
   1996.  Net income per common share of $1.08 increased 14% over the $.95
   reported a year earlier.
                                  * * * * * *

  Interim financial results may also be viewed on an organizational basis.  For
  this purpose, operating profits from major operational units are reported
  before net corporate headquarters expense, net interest expense, exchange
  losses and income taxes.

  Sales of the Gillette North Atlantic Group in the quarter were moderately
  below and for the six months were marginally below the corresponding periods
  of a year ago.  Operating profits in the quarter were somewhat above those of
  last year and were higher for the six months.

  Sales of the Duracell North Atlantic Group in the quarter were slightly below
  those of last year and somewhat above for the six months.  Profits were
  moderately higher in the second quarter and considerably higher for the six
  months.

  The International Group had excellent growth in sales and profits for the
  second quarter and for the six months.

  Sales of the Diversified Group in the quarter were virtually unchanged while
  profits rose above the prior year.  For the six months sales and profits were
  little changed.
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                                    PAGE 10
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS


Financial Condition
  Net cash provided by operating activities for the six months ended June 30,
  1997, amounted to $468 million, compared with $498 million in the same
  period last year.  The decrease versus a year ago is primarily due to cash
  expenses related to the 1996 Duracell merger provision.

  Net debt (total debt, net of associated swaps, less cash and short-term
  investments) at June 30, 1997, amounted to $2.02 billion, compared to $2.08
  billion at year-end 1996.  The Company's current ratio at June 30, 1997, was
  1.98, compared to 1.62 at December 31, 1996.

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                                    PAGE 11
                         PART II.   OTHER INFORMATION


Item 1.  Legal Proceedings
  The Company is subject, from time to time, to legal proceedings and claims
  arising out of its business, which cover a wide range of matters, including
  antitrust and trade regulation, product liability, contracts, environmental
  issues, patent and trademark matters and taxes.  Management, after review
  and consultation with counsel, considers that any liability from all of
  these legal proceedings and claims would not materially affect the
  consolidated financial position, results of operations or liquidity of the
  Company.


Item 5.  Other Information

  Forward-Looking Statements

  From time to time, the Company may make statements which constitute or
  contain "forward-looking" information as that term is defined in the Private
  Securities Litigation Reform Act of 1995 (the "Act") or by the Securitites
  and Exchange Commission in its rules, regulations and releases.  The Company
  cautions investors that any such forward-looking statements made by the
  Company are not guarantees of future performance and that actual results may
  differ materially from those in the forward-looking statements.  The
  following are some of the factors that could cause actual results to differ
  materially from estimates contained in the Company's forward-looking
  statements:  the pattern of the Company's sales, including variations in
  sales volume within periods, which makes forward-looking statements about
  sales and earnings difficult and may result in variance of actual results
  from those contained in statements made at any time prior to the period's
  close; vigorous competition within the Company's product markets, including
  pricing and promotional, advertising or other activities in order to preserve
  or gain market share, the timing of which cannot be foreseen by the Company;
  the Company's reliance on the development of new products and the inherent
  risks associated with new product introductions, including uncertainty of
  trade and customer acceptance and competitive reaction; the costs and effects
  of unanticipated legal and administrative proceedings; the impacts of unusual
  items resulting from ongoing evaluations of business strategies, asset
  valuations and organizational structure; historically, almost two-thirds of
  the Company's sales having been made outside the United States, making
  forward-looking statements more difficult; and the possibility of one or more
  of the global markets in which the Company competes being impacted by
  variations in political, economic or other factors, such as currency exchange
  rates, inflation rates, recessionary or expansive trends, tax changes, legal
  and regulatory changes or other external factors over which the Company has
  no control.
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                                     PAGE 12
Item 6 (a)     Exhibits



<TABLE>
  Exhibit 11
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES

                 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
       (Millions of dollars, except per share amounts; shares in millions)
<CAPTION>
                                                     Six Months Ended June 30
                                                     1997                 1996
<S>                                                <C>                   <C>
Net Income Per Common Share-Assuming No Dilution
  Net income as reported.......................  $  602.6             $  526.0
  Less:  Preferred Stock Dividends, net of tax
         benefit...............................     (2.3)                (2.3)
  Net Income available to Common Shareholders.. $  600.3 $  523.7

  Average common shares outstanding............       557.7                552.5

  Reported net income per common share.........    $   1.08             $    .95

Net Income Per Common Share-Assuming Full Dilution
  Net Income available to Common Shareholders
    (As Above).................................  $  600.3             $  523.7
  Add: Series C ESOP Preferred Stock Dividend,
    net of tax benefit.........................       2.3                  2.3
  Deduct:  Add'l. ESOP Costs, net of tax benefit     (.1)                 (.5)
  Adjusted Net Income available to Common Share-
    holders.................................... $  602.5 $  525.5

  Average common shares outstanding (as above).       557.7                552.5
  Add:  Conversion of Series C ESOP Preferred
        Stock..................................       6.3                  6.4
        Net additional common shares upon
        exercise of stock options..............       9.4                  9.3

  Adjusted average common shares outstanding...     573.4                568.2

  Net Income per Common Share -
    assuming full dilution.....................    $   1.05             $    .92


</TABLE>

  Exhibit 27  Financial Data Schedule filed herewith.

Item 6 (b).  Reports on Form 8-K

  There were no reports on Form 8-K filed by the Company during the period
  covered by this report.<PAGE>
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                                    PAGE 13
                                   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)






CHARLES W. CRAMB

Charles W. Cramb
Senior Vice President-Finance,
Chief Financial Officer and
Principal Accounting Officer
August 11, 1997





<PAGE>
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                                    PAGE 13
                                   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)








Charles W. Cramb
Senior Vice President-Finance,
Chief Financial Officer and
Principal Accounting Officer
August 11, 1997

<PAGE>