CONFORMED COPY

                AMENDED AND RESTATED CREDIT AGREEMENT


     AMENDED AND RESTATED  CREDIT  AGREEMENT  dated as of October 20, 1997 among
THE GILLETTE COMPANY (the  "Borrower"),  the BANKS listed on the signature pages
hereof (the  "Banks") and MORGAN  GUARANTY  TRUST  COMPANY OF NEW YORK, as Agent
(the "Agent"). W I T N E S S E T H : WHEREAS, the parties hereto have heretofore
entered  into a 364-Day  Credit  Agreement  dated as of  December  20, 1996 (the
"Agreement");  WHEREAS, no Loans are outstanding under the Agreement at the date
hereof;  and  WHEREAS,  the  parties  hereto  desire to amend the  Agreement  to
increase the aggregate amount of the Commitments to $1,000,000,000,  to make the
other amendments specified below and to restate the Agreement in its entirety to
read as set forth in the Agreement with the  amendments  specified  below;  NOW,
THEREFORE,  the  parties  hereto  agree  as  follows:  Section  1.  Definitions;
References.  Unless otherwise specifically defined herein, each term used herein
which is defined in the Agreement  shall have the meaning  assigned to such term
in the Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby"
and each other similar reference and each reference to "this Agreement" and each
other similar reference contained in the Agreement shall from and after the date
hereof refer to the  Agreement as amended  hereby.  Section 2.  Amendment of the
Agreement.  (a) Each  reference to "1995" in the  definition of "Company's  1995
Form 10-K",  in Section  4.04(a) and in Section  4.07 is changed to "1996".  (b)
Each reference to "September  30, 1996" in the  definition of "Company's  Latest
Form  10-Q",  in Section  4.04(b)  and in  Section  4.05 is changed to "June 30,
1997",  and the word "nine" is changed to "six" each place it appears in Section
4.04(b).

     (c)  The  date   "December  19,  1997"   appearing  in  the  definition  of
"Termination Date" is changed to "October 19, 1998".

     (d) The rate of  "0.035%"  appearing  in  Section  2.08(a)  is  changed  to
"0.030%".

     (e) The rate of  "0.265%"  in the  definition  of "CD  Margin" set forth in
Section 2.07(b) is changed to "0.270%".

     (f) The rate of  "0.140%" in the  definition  of  "Euro-Dollar  Margin" set
forth in Section 2.07(c) is changed to "0.145%".

     Section 3. Changes in Commitments.  With effect from and including the date
this Amended and Restated Credit Agreement  becomes effective in accordance with
Section 5 hereof, the Commitment  Schedule annexed hereto is substituted for the
Commitment  Schedule  attached to the Agreement.  Section 4. Governing Law. This
Amended and  Restated  Credit  Agreement  shall be governed by and  construed in
accordance  with the laws of the State of New  York.  Section  5.  Counterparts;
Effectiveness.  This Amended and Restated Credit  Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the  signatures  thereto  and hereto were upon the same  instrument.  This
Amended and Restated  Credit  Agreement  shall  become  effective as of the date
hereof when the Agent shall have received (i) duly executed  counterparts hereof
signed by the Company and the Banks (or, in the case of any party as to which an
executed counterpart shall not have been received, the Agent shall have received
telegraphic, telex or other written confirmation from such party of execution of
a counterpart  hereof by such party);  (ii) an opinion of the General Counsel of
the Company (or such other  counsel for the Company as may be  acceptable to the
Agent) substantially in the form of Exhibit E to the Agreement with reference to
this  Amended and Restated  Credit  Agreement  and the  Agreement as amended and
restated hereby;  and (iii) all documents it may reasonably  request relating to
the existence of the Company,  the  corporate  authority for and the validity of
this Agreement and the Notes, and any other matters relevant hereto, all in form
and substance satisfactory to the Agent.
<PAGE>
     IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Amended
and Restated  Credit  Agreement  to be duly  executed  as of the  date  first
above written.

           THE GILLETTE COMPANY

           By /s/ Gianulderico Camuzzi
           Title: Vice President Treasurer


      MORGAN GUARANTY TRUST COMPANY
            OF NEW YORK


      By /s/ Deborah A. Brodheim
           Title: Vice President


      CREDIT SUISSE FIRST BOSTON


       By /s/ Lynn Allegaert
       Title: Vice President

       By /s/ David W. Kratovil
       Title: Director


      BANKBOSTON, N.A.


       By /s/ Grace A. Barnett
       Title: Vice President


      THE FIRST NATIONAL BANK OF CHICAGO


       By /s/ Tom Dao
       Title: Corporate Banking Officer




      FLEET NATIONAL BANK


       By /s/ Roger C. Boucher
       Title: Vice President


      ABN AMRO BANK N.V.


       By /s/ Nancy W. Lanzoni
       Title: Group Vice President


       By /s/ John M. Kinney
       Title: Assistant Vice President


      BANK OF AMERICA NATIONAL TRUST
              AND SAVINGS ASSOCIATION


       By /s/ David Noda
       Title: Vice President


      THE BANK OF NOVA SCOTIA


       By /s/ M. R. Bradley
       Title: Authorized Signatory


      THE CHASE MANHATTAN BANK


       By /s/ Michael Lancia
       Title: Associate


      ROYAL BANK OF CANADA


       By /s/ Sheryl L. Greenberg
       Title: Senior Manager


      BANCA COMMERCIALE ITALIANA,
               NEW YORK BRANCH

       By /s/ Karen Purelis
       Title: Vice President


      BANK BRUSSELS LAMBERT,
            NEW YORK BRANCH


       By /s/ John Kippax
       Title: Vice President & Manager


       By /s/ Mallika Kambhampati
       Title: Vice President and Manager Credit Analysis


      THE BANK OF TOKYO-MITSUBISHI, LTD.


       By /s/ Michael J. Cronin
       Title: Attorney-in-fact


      BANQUE PARIBAS


       By /s/ John J. McCormick, III
       Title: Vice President


       By /s/ Robert G. Carino
       Title: Vice President


      CITIBANK, N.A.


       By /s/ Robert M. Spence
       Title: Attorney-in-fact


      DEUTSCHE BANK AG, NEW YORK
           AND/OR CAYMAN ISLANDS
           BRANCHES


       By /s/ Stephan A. Wiedmann
       Title: Director


       By /s/ Thomas A. Foley
       Title: Assistant Vice President


      MELLON BANK, N.A.


       By /s/ R. Jane Westrich
       Title: Vice President


      THE SANWA BANK, LIMITED


       By /s/ Takayoshi Futae
       Title: Deputy General Manager


      WACHOVIA BANK OF GEORGIA, N.A.


       By /s/ Jeffery S. Nurkiewicz
       Title: Vice President


      MORGAN GUARANTY TRUST COMPANY
              OF NEW YORK, as Agent


       By /s/ Deborah A. Brodheim
       Title: Vice President


<PAGE>
                               COMMITMENT SCHEDULE

Bank ....................................................             Commitment

Morgan Guaranty Trust Company ...........................         $  122,000,000
  of New York

Credit Suisse First Boston ..............................         $  100,000,000

BankBoston, N.A .........................................         $   80,000,000

The First National Bank of Chicago ......................         $   80,000,000

Fleet National Bank .....................................         $   80,000,000

ABN AMRO Bank N.V .......................................         $   50,000,000

Bank of America National Trust
  and Savings Association ...............................         $   50,000,000

The Bank of Nova Scotia .................................         $   50,000,000

The Chase Manhattan Bank ................................         $   50,000,000

Royal Bank of Canada ....................................         $   50,000,000

Banca Commerciale Italiana, .............................         $   32,000,000
   New York Branch

Bank Brussels Lambert, New York Branch ..................         $   32,000,000

The Bank of Tokyo-Mitsubishi, Ltd. ......................         $   32,000,000

Banque Paribas ..........................................         $   32,000,000

Citibank, N.A ...........................................         $   32,000,000

Deutsche Bank AG, New York and/or .......................         $   32,000,000
  Cayman Islands Branches

Mellon Bank, N.A ........................................         $   32,000,000

The Sanwa Bank, Limited .................................         $   32,000,000

Wachovia Bank of Georgia, N.A ...........................         $   32,000,000

     Total ..............................................         $1,000,000,000