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, 2000           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 March 31, 2000  . . . . . . . . . . . . . . . . 1,043,889,622



<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
                                                       ------------------
                                                         2000      1999
                                                         ----      ----
<S>                                                  <C>       <C>

Net Sales ..........................................   $ 2,045    $ 1,939
Cost of Sales ......................................       749        693
                                                       -------    -------
    Gross Profit ...................................     1,296      1,246

Selling, General and Administrative Expenses .......       857        799
                                                       -------    -------
    Profit from Operations .........................       439        447

Nonoperating Charges (Income):
  Interest income ..................................        (1)        (2)
  Interest expense .................................        49         28
  Exchange .........................................         8          9
  Other charges - net ..............................        (3)         -
                                                       -------    -------
                                                            53         35
                                                       -------    -------
    Income before Income Taxes .....................       386        412

Income Taxes .......................................       128        143
                                                       -------    -------

    Net Income .....................................   $   258    $   269
                                                       =======    =======

Net Income per Common Share

    Basic ..........................................   $   .24    $   .24
    Assuming full dilution .........................   $   .24    $   .24

Dividends per Common Share
    Declared .......................................   $ .1625    $     -
    Paid ...........................................   $ .1475    $ .1275

Weighted average number of common shares outstanding
    Basic ..........................................     1,056      1,107
    Assuming full dilution .........................     1,074      1,132
</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,
                                                         2000           1999
                                                     ------------   ------------

                                                      (Unaudited)
<S>                                                    <C>            <C>
Current Assets:
  Cash and cash equivalents ..........................   $   101      $    80
  Trade receivables, less allowances 2000, $51;
    1999, $74                                              1,711        2,433
  Other receivables ..................................       306          352
  Inventories:
     Raw materials and supplies ......................       223          229
     Work in process .................................       249          192
     Finished goods ..................................     1,293        1,200
                                                         -------      -------
           Total Inventories .........................     1,765        1,621
  Deferred income taxes ..............................       294          317
  Other current assets ...............................       338          329
                                                         -------      -------
           Total Current Assets ......................     4,515        5,132
                                                         -------      -------

Property, Plant and Equipment, at cost ...............     5,972        5,962
   Less accumulated depreciation .....................     2,323        2,295
                                                         -------      -------
        Net Property, Plant and Equipment ............     3,649        3,667
                                                         -------      -------

Intangible Assets, less accumulated amortization .....     2,325        2,358

Other Assets .........................................       693          629
                                                         -------      -------

                                                         $11,182      $11,786
                                                         =======      =======
</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,
                                                         2000           1999
                                                     ------------   ------------
                                                      (Unaudited)
<S>                                                <C>                <C>
Current Liabilities:
  Loans payable ....................................   $  1,965       $  1,440
  Current portion of long-term debt ................        365            358
  Accounts payable .................................        472            513
  Accrued liabilities ..............................      1,146          1,488
  Dividends payable ................................        171            157
  Income taxes .....................................        247            224
                                                       --------       --------
     Total Current Liabilities .....................      4,366          4,180
                                                       --------       --------

Long-Term Debt .....................................      2,825          2,931
Deferred Income Taxes ..............................        457            423
Other Long-Term Liabilities ........................        785            795
Minority Interest ..................................         39             38

Contingent Redemption Value of Common Stock
  Put Options ......................................        252            359

Stockholders' Equity:
  8.0% Cumulative Series C ESOP Convertible
    Preferred, without par value, issued: 2000,
    .1 shares; 1999, .1 shares .....................         84             85
  Unearned ESOP compensation .......................         (3)            (4)
  Common stock, par value $1.00 per share:
    Authorized 2,320 shares
    Issued: 2000, 1,364 shares; 1999, 1,364 shares .      1,364          1,364
  Additional paid-in capital .......................        869            748
  Earnings reinvested in the business ..............      6,233          6,147
  Accumulated other comprehensive income ...........     (1,074)        (1,061)
  Treasury stock, at cost: 2000, 320 shares;
            l999, 299 shares .......................     (5,015)        (4,219)
                                                       --------       --------
          Total Stockholders' Equity ...............      2,458          3,060
                                                       --------       --------
                                                       $ 11,182       $ 11,786
                                                       ========       ========
</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
                                                            -----------------
                                                            2000         1999
                                                            ----         ----
<S>                                                     <C>         <C>
Operating Activities

    Net income ....................................        $ 258        $ 269
    Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization ...............          127          121
      Other .......................................            6            1
      Changes in assets and  liabilities,  net of
      effects  from  acquisition and divestitures
      of businesses:
        Accounts receivable .......................          720          616
        Inventories ...............................         (177)        (240)
        Accounts payable and accrued liabilities ..         (345)        (175)
        Other working capital items ...............           (4)        (197)
        Other noncurrent assets and liabilities ...          (39)         (87)
                                                           -----        -----
          Net cash provided by operating activities          546          308
                                                           -----        -----
Investing Activities

    Additions to property, plant and equipment ....         (211)        (173)
    Disposals of property, plant and equipment ....           66           54
    Other .........................................           (1)           1
                                                           -----        -----
         Net cash used in investing activities ....         (146)        (118)
                                                           -----        -----
Financing Activities

    Purchase of treasury stock ....................         (790)           -
    Proceeds from sale of put options .............            9           16
    Proceeds from exercise of stock option and
         purchase plans ...........................            6           61
    Proceeds from long-term debt ..................            -          668
    Decrease in long-term debt ....................          (51)           -
    Increase (Decrease) in loans payable ..........          526         (809)
    Dividends paid ................................         (158)        (142)
    Other .........................................           80           13
                                                           -----        -----
         Net cash used in financing
           activities .............................         (378)        (193)
                                                           -----        -----
Effect of Exchange Rate Changes on Cash ...........           (1)           3
                                                           -----        -----
Increase in Cash and Cash Equivalents .............           21            -
Cash and Cash Equivalents at Beginning of Year ....           80          102
                                                           -----        -----
Cash and Cash Equivalents at End of Quarter .......        $ 101        $ 102
                                                           =====        =====
Supplemental disclosure of cash paid for:

    Interest ......................................        $  50        $  30
    Income taxes ..................................        $  37        $  43

</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

<PAGE>

                                     PAGE 5
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                   (Millions)
                                   (Unaudited)


                                         Three Months Ended
                                              March 31
                                         ------------------
                                           2000       1999
                                           ----       ----

Net Income                                $ 258     $  269

Other Comprehensive Income, net of tax:
  Foreign Currency Translation              (13)      (136)
                                           ----       ----

Comprehensive Income                      $ 245     $  133
                                           ====       ====

Foreign currency translation is after unfavorable tax effects for three months
of $32 million in 2000 and $54 million in 1999.

Accumulated Other Comprehensive Income

--------------------------------------
The accumulated balances for the components of Other Comprehensive Income are:

<TABLE>
                                                                  Accumulated
                                      Foreign                        Other
                                      Currency       Pension     Comprehensive
                                    Translation     Adjustment       Income
                                    -----------     ----------   -------------

         Balance December 31, 1998   $  (826)         $ (47)        $   (873)
         Change in period               (136)             -             (136)
                                       ------         ------           ------
         Balance March 31, 1999      $  (962)         $ (47)        $ (1,009)
                                       ======         ======           ======

         Balance December 31, 1999   $(1,031)         $ (30)        $ (1,061)
         Change in period                (13)             -              (13)
                                       ------         ------           ------
         Balance March 31, 2000      $(1,044)         $ (30)        $ (1,074)
                                       ======         ======           ======

(/TABLE>

See Accompanying Notes to Consolidated Financial Statements.

<PAGE>

                                     PAGE 6
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   COMPUTATION OF NET INCOME PER COMMON SHARE
                      (Millions, except per share amounts)
                                   (Unaudited)

<CAPTION>

                                             Three Months Ended
                                                  March 31
                                             ------------------
                                               2000      1999
                                               ----      ----
<S>                                           <C>       <C>
Net Income, as reported .............         $  258    $  269
Less:  Preferred stock dividends ....              1         1
                                              ------    ------
Net Income, basic ...................         $  257    $  268
Effect of dilutive securities:
    Convertible preferred stock .....              1         1
                                              ------    ------
Net Income, assuming full dilution ..         $  258    $  269
                                              ======    ======


Common shares, basic ................          1,056     1,107
Effect of dilutive securities:
    Convertible preferred stock .....             11        12
    Stock options ...................              7        13
                                              ------    ------
Common shares, assuming full dilution          1,074     1,132
                                              ======    ======

Net Income per Common Share

  Basic .............................         $  .24    $  .24
                                              ======    ======

  Assuming full dilution ............         $  .24    $  .24
                                              ======    ======
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

<PAGE>

                                     PAGE 7
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Accounting Comments
-------------------
Reference is made to the registrant's 1999 Annual Report to stockholders,  which
contains,  at pages 19 through 34,  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, 1999.

For interim reporting purposes,  advertising  expenses are charged to operations
as a  percentage  of sales,  based on  estimated  sales and related  advertising
expense for the full year. On an annual basis, advertising costs are expensed in
the year incurred.

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.

Prior year financial  statements  have been  reclassified to conform to the 2000
presentations.


Accounting Pronouncements
-------------------------
In June  1998,  the  Financial  Accounting  Standards  Board  issued  SFAS  133,
"Accounting for Derivative Instruments and Hedging Activities." The Company will
adopt SFAS 133 no later than  January  1, 2001.  Its impact on the  consolidated
financial  statements  is still being  evaluated,  but it is not  expected to be
material.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, "Revenue  Recognition." An amendment in March 2000 delayed the
effective  date  until the second  quarter of 2000.  It will not have a material
impact on the consolidated financial statements.


Advertising
-----------
The  advertising  expense  detailed  below is included  in selling,  general and
administrative expenses.

<TABLE>
<CAPTION>

                               Three Months Ended
                                    March 31
                              ------------------
                                2000       1999
                                ----       ----

<S>                          <C>       <C>

Net Sales ................     $ 2,045   $ 1,939
Advertising ..............         121        88
   % of Net Sales ........         5.9%      4.5%

</TABLE>

<PAGE>

                                     PAGE 8
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Reorganization and Realignment
------------------------------
On September 28, 1998,  the Company  announced a  reorganization  to realign its
worldwide operations. In connection with the reorganization and realignment, and
in  accordance  with EITF issue 94-3 and SFAS 121,  the Company  recorded in the
third  quarter of 1998 a charge to  operating  expenses  of $535  million  ($347
million  after taxes,  or $.30 in net income per common share,  fully  diluted).
There have been no material modifications to the scope of the original plan. The
program  was  essentially  completed  during the quarter  ended March 31,  2000.
Certain plan costs relating to specific program  activities varied from original
estimates. Eligible total program spending, however, remained unchanged from the
initial  provision  of $535  million.  Total  program  spending of $535  million
includes  accruals for cash  severance  payments that are  extending  beyond the
completion of program activities,  due to the severance payment deferral options
available to  terminated  employees.  Employee-related  expenses  for  severance
payments  and  other  benefits,  which  were  not  separately  disclosed  at the
program's inception, were reclassified in the initial provision.

Details of the reorganization and realignment charges follow. The other benefits
portion of  employee-related  expenses,  shown below,  includes fringe benefits,
outplacement fees and special termination benefits related to pensions.
<TABLE>
<CAPTION>

                                                                  Plan
                                         Activity    Current    Inception
                             Initial      Through    Quarter     Through
(Millions)                  Provision   Dec.31,1999  Activity   Mar.31,2000
---------------------       ---------   -----------  --------   -----------
<S>                        <C>        <C>          <C>        <C>
Employee-related expenses

  Severance payments          $265       $141         $ 68         $209
  Other benefits               120         99           35          134
Asset impairments

  Prop., plant, & equip.       122        122           26          148
  Other assets                  13         13            -           13
Distributor buyout costs        15         21           10           31
                              ----       ----         ----         ----
Total                         $535       $396         $139         $535
                              ====       ====         ====         ====


</TABLE>

Severance  payments  were below the initial  provision  as the Company  achieved
efficiencies  versus the original plan estimates in the actual  severance  rates
paid to terminated  employees.  Asset impairment  costs for property,  plant and
equipment were above the initial provision for two reasons.  First, as factories
were  closed,  there  were  certain  instances  where we chose  not to  redeploy
equipment,  as  planned,  at  other  facilities;  and,  second,  the  number  of
warehouses and office facility closures exceeded the original plan.  Distributor
buyout costs were also above the initial provision,  as the Company achieved the
objectives  and scope of the  original  program,  although  the  effort was more
costly than planned.

In accordance  with EITF issue 94-3,  certain  expenses  related to the program,
primarily employee and equipment relocation,  were not provided for, nor charged
to, the  reorganization  and  realignment  reserve.  Those  expenses,  which are
therefore  recognized as incurred,  amounted to $61 million for the full year in
1999. In the first quarter of 2000, they were $9 million, compared to no expense
in the first quarter of 1999. The expenses are included in selling,  general and
administrative expenses.

<PAGE>

                                     PAGE 9
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Share Repurchase Program
------------------------
The Company has an ongoing share repurchase program that authorizes the purchase
of up to 125  million  shares  in the open  market  or in  privately  negotiated
transactions,  depending  on  market  conditions  and  other  factors.  From the
inception of the program through  December 31, 1999, the Company  repurchased 69
million  shares in the open market for $3,173  million.  In the first quarter of
2000,  the  Company  repurchased  22 million  shares in the open market for $798
million.  The Company plans to purchase the remaining  authorized  shares in the
open  market  or in  privately  negotiated  transactions,  depending  on  market
conditions and other factors.

In 2000,  the Company  continued to sell equity put options as an enhancement to
its  ongoing  share  repurchase  program  and  collected  $9 million in premiums
through  March 31, 2000.  These  options  provide the Company with an additional
opportunity  to  supplement  open-market  purchases  of its common  stock if the
options expire "in the money".  In addition,  the premiums received are a source
of funding for share purchases. The options are exercisable only on the last day
of their term. The Company, at its discretion, may elect to settle by paying net
cash or by purchasing the shares. To date, the Company has purchased shares upon
settlement and intends to continue this practice.

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

At March 31, 2000, a portion of the  outstanding  put options had strike  prices
which were greater than the closing price for Gillette common stock on March 31,
2000. Those options were therefore "in the money".  Although the options are not
excercisable  until a future date,  the "in the money" premium at March 31, 2000
was $8 million.


Employee Stock Ownership Plan
-----------------------------
On April  25,  2000,  the  trustee  for the ESOP  trust  redeemed  the  Series C
preferred stock, held by the trust, for common stock. The redemption was made by
the trustee in order to receive the common stock dividend,  which now provides a
higher return to holders than the preferred stock  dividend.  The redemption has
no  impact on fully  diluted  EPS and  closes  the gap  between  basic and fully
diluted  EPS.  The  preferred  shares had a stated  cost of $84 million and were
redeemed for common  stock held in the  Company's  treasury  with a cost of $174
million.  This impact will be reflected  in the second  quarter  balance  sheet.
Total stockholders' equity is unchanged as a result of the redemption.
 <PAGE>

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


Financial Information by Business Segment
-----------------------------------------
Net sales,  profit from operations and assets for each of the Company's business
segments are set forth below. There are no material intersegment revenues.

                                          Net Sales
                                    -------------------
                                    Three Months Ended
                                          March 31
                                    -------------------
(Millions)                            2000        1999
                                     ------      ------
 Blades & Razors                    $  718      $  652
 Toiletries                            230         225
 Duracell Products                     464         476
 Oral-B Products                       155         145
 Braun Products                        340         298
 Stationery Products                   138         143
                                     ------      ------
   Total                            $2,045      $1,939
                                     ======      ======


                               Profit/(Loss) from Operations
                                    -------------------
                                    Three Months Ended
                                          March 31
                                    -------------------
 (Millions)                            2000       1999
                                      ------     ------
 Blades & Razors                     $  284     $  266
 Toiletries                              29         30
 Duracell Products                       62         92
 Oral-B Products                         23         23
 Braun Products                          55         38
 Stationery Products                     (3)         1
                                      ------     ------
 Subtotal Reportable Segments           450        450
 All Other                              (11)        (3)
                                      ------     ------
   Total                             $  439    $   447
                                      ======     ======

<PAGE>

                                     PAGE 11
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                     Assets
                                  -------------------------------------------
                                  Mar. 31,   Dec. 31,    Mar. 31,    Dec. 31,
(Millions)                          2000       1999        1999        1998
                                  -------    -------     -------     -------
<S>                             <C>        <C>        <C>        <C>
Blades & Razors                  $  3,541    $ 3,532     $ 3,347     $ 3,378
Toiletries                            652        696         747         771
Duracell Products                   3,086      3,310       3,014       3,288
Oral-B Products                       658        663         725         680
Braun Products                      1,482      1,602       1,574       1,679
Stationery Products                 1,114      1,214       1,211       1,330
                                  -------    -------     -------     -------
Subtotal Reportable Segments       10,533     11,017      10,618      11,126
All Other                             649        769         841         776
                                  -------    -------     -------     -------
  Total                          $ 11,182    $11,786     $11,459     $11,902
                                  =======    =======     =======     =======

</TABLE>

<PAGE>

                                     PAGE 12
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


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


First Quarter 2000 versus 1999
------------------------------
Sales for the quarter ended March 31, 2000,  were $2.05 billion,  an increase of
5% versus the same quarter of the prior year.  Excluding the adverse  effects of
exchange, sales climbed 9%, attributable to volume/mix.

Sales in North  America  were 6% above those of the prior year,  driven by sales
increases of 15% for blades and razors and 16% for Braun. Sales in Latin America
were up 19% from 1999, due largely to improving regional economic conditions, as
well as the launch of the Mach3  shaving  system and  higher  prices,  in dollar
terms,  in Brazil.  Sales in Europe were 1% below those of the previous year, as
favorable  volume mix in blades and razors together with new Braun products were
more than offset by unfavorable  exchange related to the continued  weakening of
the Euro.  Sales in Europe  would  have  increased  10%  without  the  impact of
unfavorable exchange.  Sales in the AMEE region (Africa, Middle East and Eastern
Europe)  were up 4%, but would have  increased  by 10% without  the  unfavorable
impact of exchange.  While the region continued to improve,  with Russia showing
strong growth,  AMEE's sales performance was negatively  affected by our move to
reduce  trade  receivables  in certain key  markets.  Sales in the  Asia-Pacific
region  were 8% above  those of the prior  year,  reflecting  Braun  strength in
Japan.

Sales of blades and razors rose 10%,  and profits  7%, due  primarily  to strong
sales of the Mach3 system in North America,  Europe and Latin America.  Sales in
North America grew by 15%,  aided by initial  shipments of the  SensorExcel  for
Women Fashion line and new  elastomer-handle  disposable razors.  Sales in Latin
America  climbed 29%,  reflecting the  successful  launch of the Mach3 system in
Brazil. In Europe,  trade destocking activity  continued,  partially offset by a
50%  increase in Mach3  cartridge  shipments  and initial  sell in of the Sensor
Excel for Women Fashion  razor.  Total blades and razors profit grew at a slower
rate than sales, primarily due to a strong increase in advertising.

Toiletries  sales  were  2%  above  those  of the  prior  year,  reflecting  the
performance  of pre- and  post-shave  products  in Europe  and the AMEE  region.
Profits were $29 million in 2000 and $30 million in 1999.

Sales of Duracell  products  declined 2%. In North America,  sales were 3% above
those of the prior year,  however,  we believe  sales were  dampened by the Year
2000 effect in the fourth quarter. Sales in Latin America were 9% above those of
the prior year,  reflecting  share  gains and  economic  improvement  in several
countries.  Sales in  Europe  were 13% below  those of the  previous  year,  due
primarily  to  depreciation  of the Euro,  as well as  overall  softness  in the
European battery market.  Asia-Pacific battery sales were 16% below those of the
prior year,  largely as a result of lower overall battery sales in Korea as well
as low-priced alkaline competition in China. Duracell profit from operations was
33% below the previous year due to lower sales,  increased marketing support and
lower expenses in 1999 related to  harmonization  of Duracell  employee  benefit
programs.

Sales of Oral-B  products  were 8% above those of 1999,  with gains in all major
geographies  except the AMEE  region.  Sales  growth of 4% in North  America was
driven by the  CrossAction  toothbrush.  In Latin  America and the  Asia-Pacific
region, all major markets recorded double-digit sales growth, and European sales
would have increased 17% without the 10% unfavorable impact of exchange.  Profit
from operations was 2% below that of 1999, due to higher advertising expenses in
connection with the CrossAction toothbrush launch in Europe.

 <PAGE>

                                     PAGE 13
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Sales of Braun products were 14% above those of the prior year. Sales increases,
aided by broad-based  advertising support, were achieved across all geographies.
Sales of the Braun  Syncro  electric  shaver  drove growth in Germany and Japan,
while improving  economic  conditions and increased  distribution  led to strong
growth in the AMEE  region and Latin  America.  Profit from  operations  was 46%
above those of 1999, reflecting the sales growth and improved mix.

Sales of stationery  products  were  virtually  unchanged  versus those of 1999,
after adjusting for 4% unfavorable exchange. Stationery products incurred a loss
from  operations  of $3  million  for the  quarter,  compared  to a profit  from
operations of $1 million in the first quarter of 1999.


Costs and Expenses
------------------
Gross profit was $1.30 billion, an increase of 4% versus 1999. Gross profit as a
percentage of sales was 63.4%,  compared with 64.3% in 1999.  The slight decline
in margin was due to  unfavorable  segment  mix,  as Braun,  a  relatively  high
product  cost  business,  was  our  fastest  growing  segment  in  the  quarter.
Additionally, competitive market prices led to lower sales of Duracell products.

Selling,  general and administrative  expenses increased by $58 million,  or 7%.
Combined advertising and sales promotion expenses grew 8%, with advertising as a
percent  of sales  increasing  by nearly  one and a half  points to 5.9%.  Other
marketing and administrative expenses were 9% above those of the prior year.

Profit from  operations  was $439  million,  down 2%, versus $447 million a year
earlier.

Net interest expense was higher,  due to increased  borrowings to fund the share
repurchase program. Net exchange losses and the effective tax rate were lower.

Net income of $258  million  was 4% below the $269  million  in 1999.  Basic and
diluted net income per common share of $.24 were both equal to 1999 results.


Trade Inventory Reduction Initiative
------------------------------------
During the fourth  quarter of 1999,  the  Company  announced a program to reduce
trade inventories,  primarily blade inventories in Europe and to a lesser extent
in Latin  America,  in response to major changes  occurring in the retail trade.
The program continued in the first quarter,  with blade shipments below consumer
take away in Europe, North America and Latin America. This program will continue
throughout the remainder of the year.
 <PAGE>

                                     PAGE 14
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Product Category Review
-----------------------
The Company  continues to carefully  review every product category and will look
to prune,  divest or discontinue  product categories that do not demonstrate the
potential for acceptable rates of growth.


Reorganization and Realignment
------------------------------
On September 28, 1998, the Company  announced a  reorganization  and realignment
program that  resulted in a  third-quarter  charge to operations of $535 million
($347  million  after  taxes,  or $.30 in net  income per  common  share,  fully
diluted).

The program resulted in the closure of 14 factories, 13 warehouses and 34 office
facilities,  as well as a  reduction  of 4,623  employees  across  all  business
segments,  geographies  and employee  groups.  Project  activity was essentially
complete at March 31, 2000.

Details of the facility closures and employee reductions follow.

<TABLE>
<CAPTION>

                                                                  Plan
                                              Current           Inception
                                Initial       Quarter            Through
                                 Plan        Activity         March 31, 2000
                                -------      --------       ------------------
<S>                          <C>           <C>            <C>
  Facility Closures

          Factories                14              3                  14
          Warehouses               12              2                  13
          Office Facilities        30              5                  34

     Employee reductions        4,700          1,173               4,623


At March 31, 2000, the carrying value of assets held for sale was $15 million.

Pretax  cash  outlays  were $16  million in 1998,  $197  million in 1999 and are
estimated to be $113 million in 2000. Cash severance payments will extend beyond
the  completion of program  activities,  due to the severance  payment  deferral
options available to terminated employees. In 2000, cash benefits generated from
the program are expected to be in line with original estimates.

Additional  reorganization and realignment  details are provided in the Notes to
Consolidated Financial Statements.

</TABLE>

<PAGE>

                                     PAGE 15
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Financial Condition
-------------------
Net cash provided by operating  activities  for the three months ended March 31,
2000,  amounted to $546  million,  compared with $308 million in the same period
last year.  A  significant  portion of this  change was due to  movement in both
accounts  receivable and inventories that compared  favorably with that of 1999,
reflecting the efforts of our working capital action plan. Other working capital
items compared favorably to 1999 due to the timing of tax payments in 1999.

Net debt (loans  payable,  current portion of long-term debt and long-term debt,
net of  associated  swaps,  less cash and cash  equivalents)  at March 31, 2000,
amounted to $4.96  billion,  compared with $4.53 billion at year-end  1999.  The
increase  was due  primarily  to  additional  debt  used to  finance  the  share
repurchase  program.  The Company's  current ratio at March 31, 2000,  was 1.03,
compared with 1.23 at December 31, 1999, reflecting increased loans payable as a
result of the share repurchase program.

The change in our foreign currency translation adjustment through March 31, 2000
was a loss of $13  million,  including  a loss of  approximately  $60 million on
significant  physical plant and operating  assets in Euroland.  Hedging gains on
the Euro, also included in foreign currency translation  adjustment,  offset the
Euro losses.  Losses  through  March 31, 1999,  were $136  million,  with Brazil
accounting for nearly two-thirds of the loss.


Year 2000
---------
The Company's Year 2000 initiative was extremely successful. No interruptions to
Gillette business processes occurred.
<PAGE>

                                     PAGE 16
                           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,  advertising,  product  liability,  contracts,
environmental issues, patent and trademark matters and taxes. Management,  after
review and consultation  with counsel,  considers that any liability from all of
these legal  proceedings and claims would not materially affect the consolidated
financial position, results of operations or liquidity of the Company.


Item 4.  Vote of Security Holders

At its Annual  Meeting  on April 20,  2000,  the  stockholders  of The  Gillette
Company took the following actions:

1.     Elected  the  following  four  directors  for terms to expire at the 2003
       Annual  Meeting of  Stockholders,  with votes as indicated  opposite each
       director's name:

                                            For              Withheld
                                        -----------         ----------
         Michael C. Hawley              840,536,320         53,631,472
         Dennis F. Hightower            880,188,971         13,978,821
         Herbert H. Jacobi              880,378,656         13,789,136
         Henry R. Kravis                879,177,072         14,990,720


2.     Approved  the  appointment  by the Board of Directors of KPMG as auditors
       for the year 2000. The vote was 887,537,272 for and 2,905,500 against the
       proposal, with 3,725,020 abstentions.


Item 5.  Other Information

Cautionary Statement
--------------------
From time to time,  the Company  makes  statements  that  constitute  or contain
"forward-looking"  information as that term is defined within the meaning of the
Federal   securities   laws.   These   statements  may  be  identified  by  such
forward-looking  words as  "expect,"  "look,"  "believe,"  "anticipate,"  "may,"
"will,"  and  variations  of these words or other  forward-looking  terminology.
Forward-looking  statements  made by the  Company are not  guarantees  of future
performance.  The Company  assumes no obligation  to update any  forward-looking
information.   Actual   results  may  differ   materially   from  those  in  the
forward-looking  statements as the result of risks and uncertainties,  including
those listed below.

    * 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 the  material  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,  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;


<PAGE>

                                     PAGE 17
                           PART II. OTHER INFORMATION


    * the  impacts  of unusual  items  resulting  from  ongoing  evaluations  of
      business strategies, asset valuations and organizational structure;

    * a substantial  portion of the Company's sales having been made outside the
      United States, making forecasting of sales more difficult;

    * the impact on sales or earnings of fluctuations in  exchange rates in one
      or more of the Company's geographic markets;

    * the ability of the Company to  successfully  reduce trade  inventories  to
      levels consistent with the changing needs of the more concentrated  retail
      trade;

    * the  ability  of  the  Company to  successfully  reduce  working  capital;

    * 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 inflation rates,  recessionary or expansive trends,  tax
      changes, legal and regulatory changes or other external factors over which
      the Company has no control;

    * the  effects  of  rapid  technological   change  on  product  development,
      differentiation, acceptance and costs, including technological advances of
      competitors;

    * the  effects  of  patents,  including  possible  new  patents  granted  to
      competitors  or challenges to Company  patents and  expiration of patents,
      which affect competition and product acceptance;


Item 6(a)  Exhibits


Exhibit 27 Financial Data Schedule


Item 6(b)  Reports on Form 8-K


There were no reports on Form 8-K filed during the quarterly  period ended March
31, 2000.

<PAGE>

                                     PAGE 18
                                    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)






MARK N. EDOFF

Mark N. Edoff
Principal Accounting Officer

May 12, 2000