SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q



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

                         SECURITIES EXCHANGE ACT OF 1934


  For Quarter Ended September 30, 1999           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 September 30, 1999  . . . . . . . . . . . . . . 1,072,657,610



<PAGE>
<TABLE>
                                     PAGE 1
                          PART I. FINANCIAL INFORMATION

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

                                   (Unaudited)
<CAPTION>
                                                       Three Months Ended        Nine Months Ended
                                                          September 30              September 30
                                                       ------------------        ------------------
                                                         1999      1998            1999      1998
                                                         ----      ----            ----      ----
<S>                                                  <C>       <C>             <C>       <C>

Net Sales ..........................................   $ 2,509    $ 2,531        $ 6,862    $ 6,881
Cost of Sales ......................................       946        974          2,551      2,639
                                                       -------    -------        -------    -------
    Gross Profit ...................................     1,563      1,557          4,311      4,242

Selling, General and Administrative Expenses .......       973        982          2,782      2,638
Reorganization/Realignment Expense .................        -         535             -         535
                                                       -------    -------        -------    -------
    Profit from Operations .........................       590         40          1,529      1,069

Nonoperating Charges (Income):
  Interest income ..................................        (1)        (3)            (4)       (6)
  Interest expense .................................        38         27             90        61
  Exchange .........................................        10          5             25        18
  Other charges - net ..............................         2          2              6        (2)
                                                       -------    -------        -------    -------
                                                            49         31            117        71
                                                       -------    -------        -------    -------
    Income before Income Taxes .....................       541          9          1,412       998

Income Taxes .......................................       189          3            491       352
                                                       -------    -------        -------    -------

    Net Income .....................................   $   352    $     6        $   921   $   646
                                                       =======    =======        =======    =======

Net Income per common share
    Basic ..........................................   $   .33    $     -        $   .84   $   .57
    Assuming full dilution .........................   $   .32    $     -        $   .82   $   .56

Dividends per common share
    Declared .......................................   $ .1475    $ .1275        $ .2950   $ .2550
    Paid ...........................................   $ .1475    $ .1275        $ .4225   $ .3625

Weighted average number of common shares outstanding
    Basic ..........................................     1,080      1,116          1,096     1,120
    Assuming full dilution .........................     1,101      1,143          1,119     1,149
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.



<PAGE>
<TABLE>
                                     PAGE 2
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEET
                                     ASSETS
                              (Millions of dollars)

<CAPTION>


                                                    September 30,   December 31,
                                                         1999           1998
                                                     ------------   ------------

                                                      (Unaudited)
<S>                                                    <C>            <C>
Current Assets:
  Cash and cash equivalents ..........................   $    60      $   102
  Trade receivables, less allowances 1999-$62; 1998-$79    2,400        2,622
  Other receivables ..................................       306          321
  Inventories:
     Raw materials and supplies ......................       236          244
     Work in process .................................       244          232
     Finished goods ..................................     1,380        1,119
                                                         -------      -------
           Total Inventories .........................     1,860        1,595
  Deferred income taxes ..............................       475          517
  Other current assets ...............................       344          283
                                                         -------      -------
           Total Current Assets ......................     5,445        5,440
                                                         -------      -------

Property, Plant and Equipment, at cost ...............     5,790        5,705
   Less accumulated depreciation .....................     2,275        2,233
                                                         -------      -------
        Net Property, Plant and Equipment ............     3,515        3,472
                                                         -------      -------

Intangible Assets, less accumulated amortization .....     2,375        2,448

Other Assets .........................................       579          542
                                                         -------      -------

                                                         $11,914      $11,902
                                                         =======      =======
</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 of dollars)

<CAPTION>

                                                    September 30,   December 31,
                                                         1999           1998
                                                     ------------   ------------
                                                      (Unaudited)
<S>                                                <C>                <C>
Current Liabilities:
  Loans payable ....................................   $  1,175       $    981
  Current portion of long-term debt ................         64              9
  Accounts payable .................................        548            606
  Accrued liabilities ..............................      1,496          1,423
  Dividends payable ................................          -            141
  Income taxes .....................................        369            318
                                                       --------       --------
     Total Current Liabilities .....................      3,652          3,478
                                                       --------       --------

Long-Term Debt .....................................      3,270          2,256
Deferred Income Taxes ..............................        458            411
Other Long-Term Liabilities ........................        864            898
Minority Interest ..................................         37             39

Contingent Redemption Value of Common Stock
  Put Options ......................................        163            277

Stockholders' Equity:
  8.0% Cumulative Series C ESOP Convertible
    Preferred, without par value, issued: 1999,
    143,723 shares; 1998, 148,627 shares ...........         87             90
  Unearned ESOP compensation .......................         (7)           (10)
  Common stock, par value $1.00 per share:
    Authorized 2,320,000,000 shares
    Issued: 1999, 1,362,586,063 shares;
            1998, 1,357,913,938 shares .............      1,363          1,358
  Additional paid-in capital .......................        867            621
  Earnings reinvested in the business ..............      6,124          5,529
  Accumulated other comprehensive income ...........     (1,076)          (873)
  Treasury stock, at cost: 1999, 289,928,453 shares;
            l998, 252,507,187 shares ...............     (3,888)        (2,172)
                                                       --------       --------
          Total Stockholders' Equity ...............      3,470          4,543
                                                       --------       --------
                                                       $ 11,914       $ 11,902
                                                       ========       ========
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.


<PAGE>
<TABLE>
                                     PAGE 4
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                              (Millions of dollars)
                                   (Unaudited)
<CAPTION>                                                    Nine Months Ended
                                                               September 30
                                                            -----------------
                                                            1999         1998
                                                            ----         ----
<S>                                                     <C>         <C>
Operating Activities
    Net income ....................................        $ 921        $ 646
    Adjustments to reconcile net income to net
    cash provided by operating activities:
      Provision for reorganization/realignment                 -          535
      Depreciation and amortization ...............          364          347
      Other .......................................            5          (46)
      Changes in assets and  liabilities,  net of
      effects  from  acquisition  of businesses:
        Accounts receivable .......................          105          (44)
        Inventories ...............................         (312)        (317)
        Accounts payable and accrued liabilities ..          (86)        (220)
        Other working capital items ...............          (50)         (23)
        Other noncurrent assets and liabilities ...          (12)        (197)
        Funding of German pension plans............            -         (252)
                                                           -----        -----
          Net cash provided by operating activities          935          429
                                                           -----        -----
Investing Activities
    Additions to property, plant and equipment ....         (616)        (620)
    Disposals of property, plant and equipment ....          122           56
    Sale of business ..............................            -          200
    Other .........................................            1            5
                                                           -----        -----
         Net cash used in investing activities ....         (493)        (359)
                                                           -----        -----
Financing Activities
    Purchase of treasury stock ....................       (1,518)        (784)
    Proceeds from sale of put options .............           49           30
    Proceeds from exercise of stock option and
         purchase plans ...........................           89           69
    Increase in long-term debt ....................        1,106          188
    Increase in loans payable .....................          219          836
    Dividends paid ................................         (467)        (410)
    Other .........................................           40            9
                                                           -----        -----
         Net cash used in financing
           activities .............................         (482)         (62)
                                                           -----        -----
Effect of Exchange Rate Changes on Cash ...........           (2)           -
                                                           -----        -----
Increase(Decrease) in Cash and Cash Equivalents ...          (42)           8
Cash and Cash Equivalents at Beginning of Year ....          102          105
                                                           -----        -----
Cash and Cash Equivalents at End of Quarter .......        $  60        $ 113
                                                           =====        =====
Supplemental disclosure of cash paid for:
    Interest ......................................        $  77        $  81
    Income taxes ..................................        $ 340        $ 326

</TABLE>
See Accompanying Notes to Consolidated Financial Statements.

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

                                         Three Months Ended   Nine Months Ended
                                            September 30        September 30
                                         ------------------   ------------------
                                           1999       1998      1999       1998
                                           ----       ----      ----       ----

Net Income                                $ 352     $    6     $ 921      $ 646

Other Comprehensive Income, net of tax:
  Foreign Currency Translation               19        (29)     (203)       (18)
                                           ----       ----      ----       ----

Comprehensive Income                      $ 371     $  (23)    $ 718      $ 628
                                           ====       ====      ====       ====

Foreign currency  translation is after favorable  (unfavorable)  tax effects for
three months of $(15) million and nine months of $(103)  million in 1999 and for
three months of $32 million and nine months of $33 million in 1998.

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, 1997   $  (790)         $ (20)        $   (810)
         Change in period                 24              -               24
                                       ------         ------           ------
         Balance March 31, 1998         (766)           (20)            (786)
         Change in period                (13)             -              (13)
                                       ------         ------           ------
         Balance June 30, 1998          (779)           (20)            (799)
         Change in Period                (29)             -              (29)
                                       ------         ------           ------
         Balance September 30, 1998  $  (808)         $ (20)        $   (828)
                                       ======         ======           ======


         Balance December 31, 1998   $  (826)         $ (47)        $   (873)
         Change in period               (136)             -             (136)
                                       ------         ------           ------
         Balance March 31, 1999         (962)           (47)          (1,009)
         Change in period                (86)             -              (86)
                                       ------         ------           ------
         Balance June 30, 1999        (1,048)           (47)          (1,095)
         Change in period                 19              -               19
                                       ------         ------           ------
         Balance September 30, 1999  $(1,029)         $ (47)        $ (1,076)
                                       ======         ======           ======

(/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       Nine Months Ended
                                                September 30             September 30
                                             ------------------       ------------------
                                               1999      1998           1999      1998
                                               ----      ----           ----      ----
<S>                                           <C>       <C>            <C>       <C>
Net Income, as reported .............         $  352    $    6         $  921    $  646
Less:  Preferred stock dividends ....              1         1              3         3
                                              ------    ------         ------    ------
Net Income, basic ...................         $  351    $    5         $  918    $  643
Effect of dilutive securities:
    Convertible preferred stock .....              2         1              4         4
                                              ------    ------         ------    ------
Net Income, assuming full dilution ..         $  353    $    6         $  922    $  647
                                              ======    ======         ======    ======


Common shares, basic ................          1,080     1,116          1,096     1,120
Effect of dilutive securities:
    Convertible preferred stock .....             12        12             12        12
    Stock options ...................              9        15             11        17
                                              ------    ------         ------    ------
Common shares, assuming full dilution          1,101     1,143          1,119     1,149
                                              ======    ======         ======    ======

Net Income per Common Share
  Basic .............................         $  .33    $  -         $    .84    $  .57
                                              ======    ======         ======    ======

  Assuming full dilution ............         $  .32    $  -         $    .82    $  .56
                                              ======    ======         ======    ======
</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 1998 annual report to stockholders,  which
contains,  at pages 24 through 40,  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, 1998.

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.

Effective  January 1, 1999,  Gillette  operations  in Mexico have  ceased  using
hyperinflationary accounting. The functional currency in Mexico is the Peso, and
the change to nonhyperinflationary accounting had no material impact on reported
results.

The Company assesses the  recoverability of goodwill by determining  whether the
amortization  of the goodwill  balance over its remaining  life can be recovered
through  undiscounted future operating cash flows of the acquired operation.  If
the  goodwill  amortization  cannot be fully  recovered,  the amount of goodwill
impairment is determined  based on projected  discounted  future  operating cash
flows or appraised values, depending on the nature of the asset.

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 1999
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.

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

                              Three Months Ended       Nine Months Ended
                                 September 30             September 30
                              ------------------       ------------------
                                1999       1998           1999      1998
                                ----       ----           ----      ----


Net Sales ................     $ 2,509   $ 2,531        $ 6,862   $ 6,881
Advertising ..............         163       132            398       349
   % of Net Sales ........         6.5%      5.2%           5.8%      5.1%



<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).  No
material  adjustments  have been made to the original plan.  Spending levels for
specific  program  activities  are above or below  original  estimates.  The net
result is that estimated spending has increased for distributor buyout costs and
decreased for severance payments.  Estimated total program spending is unchanged
at $535  million.  The  change in  spending  by  category  is  reflected  in the
remaining spending column.

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.

                                      Plan
                                    Activity    Current    Inception
                        Initial      Through    Quarter     Through    Remaining
(Millions of dollars)  Provision   Dec.31,1998  Activity  Sept.30,1999 Spending
---------------------  ---------   -----------  --------  -----------  ---------
Employee-related expenses
  Severance payments      $305       $ 12         $ 25      $ 63        $226
  Other benefits            80         39           10        68          12
Asset impairments
  Prop., plant, & equip.   122        122            -       122           -
  Other assets              13         13            -        13           -
Distributor buyout costs    15          3            6        17          14
                          ----       ----         ----      ----        ----
Total                     $535       $189         $ 41      $283        $252
                          ====       ====         ====      ====        ====

The effect of suspending  depreciation  for impaired assets in the third quarter
of 1999 was $2 million.

In  accordance  with EITF issue 94-3  certain  expenses  related to the program,
primarily  employee  and  equipment  relocation,  were not  provided  for in the
reorganization and realignment reserve.  Those expenses are therefore recognized
as incurred, and amounted to $8 million in the third quarter of 1999 and are $12
million through nine months. These charges 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
------------------------
On  September  18, 1997,  the  Company's  Board of Directors  authorized a share
repurchase  program  to buy up to 50  million  shares  in the open  market or in
privately  negotiated  transactions,  depending on market  conditions  and other
factors.  This original  repurchase was completed in July 1999. On June 17,1999,
the Company's Board of Directors authorized an expansion of the share repurchase
program from 50 million to 75 million shares, followed by a subsequent expansion
on October 21, 1999, from 75 million to 100 million shares. The Company plans to
purchase the  remaining  authorized  shares over the next 12 to 18 months in the
open  market  or in  privately  negotiated  transactions,  depending  on  market
conditions and other factors.

The Company did not  repurchase  any shares in the first quarter of 1999. In the
second  quarter of 1999,  the Company  repurchased 25 million shares in the open
market for $1,183 million. In the third quarter of 1999, the Company repurchased
13 million shares in the open market for $537 million. From the inception of the
program through September 30, 1999, the Company repurchased 60 million shares in
the open market for $2,839 million.

In 1999,  the Company  continued to sell equity put options as an enhancement to
its ongoing share repurchase  program and earned $51 million in premiums through
September  30,  1999.  These  options  provide  the Company  with an  additional
opportunity  to  supplement  open-market  purchases  of its common  stock if the
options  expire "in the money"  (the  option  strike  price is greater  than the
closing price for Gillette  common stock on the expiration  date).  In addition,
the premiums  received are a source of funding for share purchases.  The options
are  exercisable  only on the  last  day of  their  term.  The  Company,  at its
discretion,  may elect to settle by paying net cash or by purchasing the shares.
To date,  the  Company  has  purchased  shares  upon  settlement  and intends to
continue this practice.

The option prices were based on the market value of the  Company's  stock at the
date of  issuance.  The  redemption  value  of the  outstanding  options,  which
represents the options'  price  multiplied by the number of shares under option,
is presented  in the  accompanying  consolidated  balance  sheet as  "Contingent
Redemption  Value of Common Stock Put Options." At September  30, 1999,  the "in
the money"  obligation  (i.e.,  when the option strike price is greater than the
closing  price for Gillette  common stock on September  30, 1999) related to the
written put options maturing on specific dates during the fourth quarter of 1999
was $28 million.

 <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        Nine Months Ended
                                        September 30             September 30
                                    -------------------      -------------------
(Millions of dollars)                 1999        1998         1999        1998
                                     ------      ------       ------      ------
 Blades & Razors                    $  834      $  768       $2,310      $2,094
 Toiletries                            275         290          781         896
 Stationery Products                   155         188          507         572
 Braun Products                        428         501        1,054       1,188
 Oral-B Products                       141         143          450         444
 Duracell Products                     676         641        1,760       1,687
                                     ------      ------       ------      ------
   Total                            $2,509      $2,531       $6,862      $6,881
                                     ======      ======       ======      ======


                                            Profit/(Loss) from Operations
                                    --------------------------------------------
                                    Three Months Ended        Nine Months Ended
                                       September 30              September 30
                                    -------------------      -------------------
 (Millions of dollars)                 1999       1998         1999        1998
                                      ------     ------       ------      ------
 Blades & Razors                     $  347     $  281       $  934      $  820
 Toiletries                              21         19           69          70
 Stationery Products                     (4)        11           12          58
 Braun Products                          59         97          111         195
 Oral-B Products                         20         15           63          62
 Duracell Products                      167        134          376         362
                                      ------     ------       ------      ------
 Sub-total Reportable Segments          610        557        1,565       1,567
 Reorganization & Realignment             -       (535)          -         (535)
 All Other                              (20)        18          (36)         37
                                      ------     ------       ------      ------
   Total                             $  590    $    40      $ 1,529      $1,069
                                      ======     ======       ======      ======

<PAGE>

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


<TABLE>

<CAPTION>
                                                        Assets
                                  ---------------------------------------------------------------
                                  Sept 30,   June 30,    Dec 31,     Sept 30,  June 30,   Dec 31,
(Millions of dollars)               1999       1999        1998        1998      1998       1997
                                  -------    -------     -------     -------   -------    -------
<S>                             <C>        <C>        <C>        <C>          <C>        <C>
Blades & Razors                  $  3,560    $ 3,532     $ 3,378     $ 3,291   $ 3,189    $ 3,006
Toiletries                            774        770         771         832       794      1,004
Stationery Products                 1,176      1,197       1,330       1,328     1,282      1,299
Braun Products                      1,723      1,546       1,679       1,686     1,472      1,544
Oral-B Products                       698        749         680         651       611        622
Duracell Products                   3,160      3,008       3,288       3,098     3,017      3,138
                                  -------    -------     -------     -------   -------    -------
Sub-total Reportable Segments      11,091     10,802      11,126      10,886    10,365     10,613
All Other                             823        781         776         581       716        251
                                  -------    -------     -------     -------   -------    -------
  Total                          $ 11,914    $11,583     $11,902     $11,467   $11,081    $10,864
                                  =======    =======     =======     =======   =======    =======

</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.

Third Quarter 1999 versus 1998
------------------------------
Sales for the quarter ended September 30, 1999,  were $2.51 billion,  a decrease
of 1% versus the same quarter of the prior year. Excluding the adverse effect of
exchange, sales climbed 3%.

Sales in North America matched those of the prior year, as gains from successful
new product  launches,  including the Mach3 shaving system,  Oral-B  CrossAction
toothbrush and Duracell  Ultra  battery,  were offset by sales declines in Braun
Products and Stationery Products.  Sales in Latin America were 1% below those of
the  prior  year,  reflecting  the  negative  effect  of  Brazil's  recessionary
environment on both volume and exchange rates.  Sales in  Asia-Pacific  were 24%
above  those  of the  prior  year,  with all  product  lines  and  most  markets
contributing to the growth.  Sales in Western Europe were 10% below those of the
previous year, as favorable volume/mix in blades and razors was more than offset
by  unfavorable  exchange and  weakness in other  product  lines.  Sales in AMEE
(Africa,  Middle East and Eastern Europe) were 6% above those of the prior year,
on the strength of increased  battery  sales,  aided by the Geep  acquisition in
India, and higher blade and razor sales, due to the launch of the Mach3 system.

Sales of blades and razors rose 9%, and profits 24%, buoyed by the Mach3 shaving
system.  Sales in North America were 19% above those of the prior year. Gillette
blade dollar share in the United States grew 1.2 percentage  points,  from 68.3%
in September 1998 to 69.5% in September  1999, on the continued  strength of the
Mach3 shaving system. In Western Europe,  where the Mach3 system was launched in
September 1998,  Gillette blade dollar share increased 3.6 percentage  points to
72.9% from  July/August  1998 to July/August  1999.  Profit growth exceeds sales
growth, despite higher advertising, due to favorable product mix, improved gross
margins and savings from the reorganization and realignment program.

Sales of Duracell  products  were 6% above  those of the prior year,  reflecting
gains in North America. Despite higher marketing expenses supporting the rollout
of Ultra batteries, Duracell profits were 25% above those of the prior year, due
to higher  gross  margins,  favorable  factory  variances  and savings  from the
reorganization and realignment program.

Braun sales were 15% below those of 1998, as strong growth in  Asia-Pacific  was
more than offset by sales declines in North America and Western Europe.  Profits
were 39% below those of 1998,  the result of lower sales  dollars to cover fixed
costs.

Toiletries sales decreased 5% from those of the prior year, due to shortfalls in
North  America and Latin  America.  Profits were 6% above the prior year's level
due to lower sales promotion expenses.

Sales of stationery  products were 18% below those of 1998,  reflecting weakness
in all  geographies  except  Asia-Pacific.  Stationery  products  incurred  a $4
million  loss in the  quarter,  versus an $11 million  profit a year ago.  Lower
overhead and marketing expenses were insufficient to offset the sales shortfall.

Sales of Oral-B  products in the third  quarter were 1% below those of the prior
year.  Higher  sales in North  America  were more than  offset by lower sales in
Latin  America,  due  primarily  to Brazil.  Profits were 30% above those of the
previous year, due to lower overhead expenses.
 <PAGE>

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


Nine Months 1999 versus 1998
------------------------------
Sales  for the nine  months  ended  September  30,  1999,  were  $6.86  billion,
virtually  unchanged  from  $6.88  billion  in the  first  nine  months of 1998.
Excluding the adverse effects of exchange and the divestiture of Jafra Cosmetics
International, sales rose 5%.

Sales in North America were 5% above those of the prior year,  due to successful
new product  launches,  including the Mach3 shaving system,  Oral-B  CrossAction
toothbrush  and Duracell  Ultra  battery.  Sales in Latin  America were 5% below
those of the prior year, reflecting the negative effect of Brazil's recessionary
environment on both volume and exchange rates.  Sales in  Asia-Pacific  were 16%
above those of the prior year, due to the success of the Mach3 launch as well as
to improved  sales in all other product  lines.  Sales in Western Europe were 3%
below those of the previous  year, as gains in blades and razors,  driven by the
Mach3  system,  were  more than  offset by  unfavorable  exchange,  softness  in
stationery  products  and the impact of  Germany's  weak economy on Braun sales.
Sales in AMEE  (Africa,  Middle East and Eastern  Europe) were 6% below those of
the  prior  year,  due to  unfavorable  exchange  in  certain  markets  and  the
continuing weak Russian economy.

Sales  and  profits  of  blade  and  razor  products  were  10% and 14%  higher,
respectively, than those of the prior year, buoyed by sales of the Mach3 system.
Sales in North  America,  reflecting  the  steady  growth of the  Mach3  shaving
system,  were 18% above those of the prior year.  Mach3 shares  continue to grow
steadily in Western  Europe,  following  the  September  1998 launch,  achieving
shares  higher  than those of the United  States over the  equivalent  period of
time.  With the  exception of Brazil,  the Mach3 system has now been launched in
all major markets in Latin America, AMEE and Asia-Pacific and is contributing to
improving  results in those  regions.  Profit  growth is ahead of sales  growth,
despite increased marketing expenses to support the Mach3 launch, due to product
cost savings and lower overhead expenses.

Sales of Duracell  products  were 4% above  those of the prior year,  reflecting
sales  growth in North  America and improved  results in AMEE and  Asia-Pacific.
Duracell's September  year-to-date alkaline dollar share in the U.S. was 50%, up
1.7 share points versus prior year. Duracell profits were also 4% above those of
the prior year,  despite higher marketing expenses behind the geographic rollout
of Ultra  batteries,  due to  improved  product mix and flat  overhead  spending
versus prior year.

Braun sales were 11% below those of 1998,  due to economic  related  softness in
Western  Europe and AMEE.  Profits were $111  million in 1999,  compared to $195
million in 1998,  primarily  the result of lower  sales  dollars to cover  fixed
costs.

Toiletries  sales were 13% below those of the prior year,  due  primarily to the
divestiture of the Jafra business on April 30, 1998. Excluding Jafra, toiletries
sales were 5% below  those of the prior  year,  as growth in North  America  was
overshadowed by lower sales in Western Europe,  AMEE and Latin America  markets.
Profits were 2% below those of the prior year, however, excluding Jafra, profits
rose 7% due to unmatched new product launch expenses in 1998.
<PAGE>
                                     PAGE 14
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Sales of stationery  products  were 11% below those of 1998,  due to weakness in
all regions except Asia Pacific. Profits were $13 million in 1999, compared with
$59  million  in  1998.  The  decrease  was due to  lower  sales,  as well as to
unfavorable factory variances resulting from lower production levels.

Sales of Oral-B  products  through  nine months were 1% above those of the prior
year, driven by the launch of the CrossAction toothbrush in North America, where
sales were up 16%.  The gains in North  America were offset by weakness in Latin
America, due to the economic situation there. Profits were 2% above those of the
previous year, reflecting the sales gain.


Costs and Expenses
------------------
Gross profit was $4.31 billion, an increase of 2% versus 1998. Gross profit as a
percentage of sales was 62.8%,  compared with 61.6% in 1998. Margin  improvement
is due to improved  sales mix from  increased  sales of higher  margin blade and
razor  products,  as well as to the  introduction  of higher margin Duracell and
Oral-B products.


Selling,  general and administrative  expenses increased by $144 million, or 5%.
Combined  advertising  and sales  promotion  expenses grew 6% due to new product
activity. Other marketing and administrative expenses were 5% above those of the
prior year  through  nine  months,  but were 3% below those of a year ago in the
third  quarter,  reflecting  savings  from the  reorganization  and  realignment
program. Spending on research and development increased 4%.

Profit from operations was $1,529 million, down 5%, versus $1,604 million a year
earlier,  before the 1998 one-time realignment charge. Profit from operations in
1998, including the realignment charge, was $1,069 million.

Net interest expense was higher,  due to increased  borrowings to fund the share
repurchase  program.  Net  exchange  losses also were higher,  primarily  due to
conditions in Turkey.

Net  income  of $921  million  was 7% below  the $993  million  in 1998,  before
realignment  charges.  Net income in 1998, including the realignment charge, was
$646 million.  Diluted net income per common share of $.82 was 5% below the $.86
of a year earlier,  before  realignment  charges.  Diluted net income per common
share in 1998, including the realignment charge, was $.56.

Trade Inventory Reduction Initiative
------------------------------------
The Company has announced a program to reduce trade inventories, primarily blade
inventories  in  Western  Europe  and to a lesser  extent in Latin  America,  in
response to major changes  occurring in the retail trade.  As our trade partners
have  consolidated and greatly improved their supply chain  management,  they no
longer need to maintain the inventory levels they once did. Our program involves
a one-time  correction that we expect will bring the Company's trade inventories
in line with these new supply  chain  dynamics.  This  action  should not affect
consumer  purchases or our position in the  marketplace.  In addition,  sales of
Braun  products and  stationery  products  should be dampened by our decision to
closely monitor and match trade shipments to consumer  purchases for the holiday
season. We expect these combined actions to have an unfavorable impact on fourth
quarter sales, profits and earnings per share.

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


Product Category Review
-----------------------
The company is carefully  reviewing every product category whose performance has
lagged  expectations.  The company will look to prune, divest or discontinue any
product  category that doesn't clearly  demonstrate the potential for acceptable
rates of growth.  The product  categories  currently  under review include small
household, hair care and personal diagnostic appliances within the Braun segment
and the  PaperMate,  Parker,  Waterman  and Liquid Paper  franchises  within the
Stationery Products segment.

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 will result in the closure of 14  factories,  12  warehouses  and 30
office  facilities,  as well as a reduction  of  approximately  4,700  employees
across all  business  segments,  geographies  and  employee  groups.  Management
believes that appropriate  progress is being made in achieving the objectives of
the  reorganization and realignment  program.  Project activity is on track with
the original  project  plan,  and no  significant  changes have been made to the
plan.

Details of the facility closures and employee reductions follow.

                                                                  Plan
                                              Current           Inception
                                Initial       Quarter            Through
                                 Plan        Activity       September 30, 1999
                                -------      --------       ------------------
     Facility Closures
          Factories                14             1                  4
          Warehouses               12             4                  8
          Office Facilities        30            12                 15

     Employee reductions        4,700           901              2,172

At  September  30,  1999,  the  carrying  value of assets  held for sale was $39
million.

Pretax  cash  outlays  were  $16  million  in  1998  and  are  estimated  to  be
approximately  $180  million in 1999 and $160  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 1999,
cash  expenditures  from the  program are  expected to be greater  than the cash
benefits generated.  Cash requirements will be funded from operations.  In 1999,
approximately  40% of the ongoing annual benefit  (estimated pretax rate of $200
million) should be achieved.  The program will be completed in the first half of
2000.

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

<PAGE>
                                     PAGE 16
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Financial Condition
-------------------
Net cash provided by operating  activities  for the nine months ended  September
30,  1999,  amounted to $935  million,  compared  with $429  million in the same
period last year. A significant portion of this change was due to the funding of
the German  pension  plans in 1998.  Movement in both  accounts  receivable  and
accounts payable compared favorably with that of 1998.


Net debt (loans  payable,  current portion of long-term debt and long-term debt,
net of associated  swaps, less cash and cash equivalents) at September 30, 1999,
amounted to $4.37  billion,  compared with $3.18 billion at year-end  1998.  The
increase was due  primarily  to  additional  long-term  debt used to finance the
share repurchase program. The Company's current ratio at September 30, 1999, was
1.49,  compared with 1.56 at December 31, 1998,  reflecting the impact of higher
current liabilities.  The change in our foreign currency translation  adjustment
through  September 30, 1999 was a $203 million loss, with Brazil  accounting for
just over one-half of the loss.

On February 2, 1999,  the Company  issued a $343 million  Euro-denominated  debt
obligation due February 2004. On March 26, 1999, the Company entered into a $325
million  Euro-denominated debt obligation,  which expires in March 2002. On June
30,  1999,  the  Company  entered  into a  $437  million  Euro-denominated  debt
obligation,  which expires in January  2003.  The proceeds were used to fund the
share  repurchase  program,  to reduce  commercial paper borrowing and for other
corporate purposes. Based on the Company's intention and ability to maintain its
revolving  credit  agreements  beyond  the next 12  months,  $1,100  million  of
commercial  paper  borrowing was  classified  as long-term  debt at December 31,
1998, and at September 30, 1999.

<PAGE>
                                     PAGE 17
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

Year 2000
---------
The Company has  undertaken a  comprehensive  approach to address its  potential
exposure  to the Year 2000  issue -  covering  all  potentially  affected  areas
(applications,   computers,  facilities,   manufacturing  equipment,  suppliers,
customers, etc.) at all locations.

At October 31, 1999, 99% of the affected items  identified were determined to be
Year 2000 compliant, or their risks have been minimized to an appropriate level.
Although work continues on a few remaining  tasks, no identified  material risks
remain.

Gillette has established  180 separate  contact points around the world to track
the Year 2000 progress of each of the Company's facilities or organizations.  In
the discovery phase of the Year 2000 effort,  potentially  affected items at all
180 locations were identified. Of the 25,000 total items identified,  7,800 were
internal Information Technology (IT) and non-IT items classified as high impact.
Of those 7,800 high impact items,  some work remains for less than 50 items. The
appropriate  resources  have been made  available  and we expect  all work to be
completed in a timely fashion.

Compliance  work covering our  production  equipment  has been  completed at all
factories worldwide.

The  Company  has  material  third-party  relationships  with  suppliers  of raw
materials and with  customers and utility  providers.  Raw materials are readily
available and most can be supplied by a number of alternate vendors.

We purchase raw materials  externally  and generally  have strong  relationships
with our vendors,  for whom we are a significant source of revenue. For large or
important  vendors,  we have  asked for  confirmation  of their  compliance  and
verification  that  their  program  also  extends  to the  compliance  of  their
suppliers.  Where  initial  responses  were  questionable,  we have  engaged  in
dialogue and followed up with on-site visits, where appropriate.  For those very
few vendors who remain questionable, we continue to monitor them closely. If not
confident of their compliance, we will invoke contingency plans as necessary.

For our largest  customers (those  cumulatively  representing 75% of sales for a
country), we have informed them of our progress and inquired of theirs, focusing
on their ability to order,  receive and pay for our products.  We have completed
testing the electronic  interfaces  with 85% of our  significant  North American
customers,  and are actively  pursuing the  scheduling of final testing with the
remaining   customers.   In  addition,   some  local   operations   have  mailed
informational  packages to all  customers  and/or  hosted  conferences  to raise
awareness, share our progress and assess our customers' efforts.

The Company has an extensive quality  assurance program in place,  including the
RAP 2000 program (rapid assessment program) carried out by external consultants,
designed to ensure that Year 2000 activities are accomplishing their objectives.
In  addition,  the Company has  reviewed  independent  external  assessments  of
infrastructure risk in foreign countries.

<PAGE>
                                     PAGE 18
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


The Company has completed  detailed  contingency  plans to deal with  unexpected
issues,  which may occur.  These plans include the identification of appropriate
resources  and  response  teams and will be invoked as  appropriate.  Individual
business  managers  worldwide are  responsible  for ensuring that their business
functions continue to operate normally.  Company-wide  minimum  requirements for
contingency  plans were developed and distributed.  They are being  consistently
followed and centrally tracked. While the specifics vary by country, the general
strategies include:  increasing the on-hand supply of raw materials and finished
goods,  identifying  alternate  suppliers of raw materials,  planning  financial
transactions around the December 31 date, employing backup generators,  ensuring
key personnel (both business and technical) are physically  on-site,  backing up
critical systems just before year-end,  and identifying  alternative  methods of
doing business with customers as necessary.

Contingency event management teams are in place at all operating locations. They
are  empowered  to address any  internal or  third-party  failures by  approving
temporary  changes  in our  business  processes  and  policies,  should  this be
necessary to ensure business continuity.

In addition, Gillette operations depend on infrastructures in over 200 countries
and territories in which the Company operates and,  therefore,  a failure of any
one of those  infrastructures  could materially adversely affect its operations.
Our most significant foreign markets, based on net sales and manufacturing, are,
in alphabetical order, Belgium,  Brazil, Canada, France, Germany, Italy, Mexico,
and the United Kingdom.  We are not aware of any  significant  weaknesses in the
infrastructures  of  these  countries.  Independent  external  consultants  have
reinforced our conclusions.

Despite this comprehensive  approach, the Company cannot be completely sure that
issues  will not arise,  nor events  occur,  that  could have  material  adverse
effects  on  the  Company's  results  of  operations  or  financial   condition.
Nevertheless,  Gillette is ready,  and does not expect a material  failure.  The
Company's  Year 2000  program is  designed  to minimize  the  likelihood  of any
failure  occurring.  The most reasonably  likely  worst-case  scenario is that a
short-term  disruption will occur with a small number of customers or suppliers,
requiring an appropriate response from the established contingency teams.

Spending  for the program is  budgeted,  expensed  as incurred  and has not been
material.

<PAGE>
                                     PAGE 19
                           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 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,  that makes  forward-looking  statements  about sales and
      earnings  difficult and may result in the 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;


<PAGE>
                                     PAGE 20
                           PART II. OTHER INFORMATION



    * 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 foreign markets;

    * the  impact of the Year 2000  issue on the  Company's  order,  production,
      distribution  and  financial  systems  and the  systems of its  suppliers,
      customers and utility providers;

    * 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  and
      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,
      that affect competition and product acceptance;

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

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
September 30, 1999.



<PAGE>
                                     PAGE 21
                                    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

November 10, 1999