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, 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 November 3, 2000 . . . . . . . .  . . . . . . . 1,053,298,014



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

Net Sales ..........................................   $ 2,321    $ 2,354       $ 6,477    $ 6,355
Cost of Sales ......................................       852        878         2,349      2,333
                                                       -------    -------       -------    -------
    Gross Profit ...................................     1,469      1,476         4,128      4,022
Selling, General and Administrative Expenses .......       894        882         2,612      2,505
                                                       -------    -------       -------    -------
    Profit from Operations .........................       575        594         1,516      1,517

Nonoperating Charges (Income):
  Interest income ..................................        (2)        (1)           (5)        (4)
  Interest expense .................................        61         38           166         90
  Exchange .........................................        (9)        10            (5)        25
  Other charges - net ..............................         1          2             3          6
                                                       -------    -------       -------    -------
                                                            51         49           159        117
                                                       -------    -------       -------    -------
Income from Continuing Operations before Income Taxes      524        545         1,357      1,400
Income Taxes .......................................       174        190           451        487
                                                       -------    -------       -------    -------
Income from Continuing Operations ..................       350        355           906        913

Loss on Disposal of Discontinued Operations, net of tax      -          -          (428)         -
Income (Loss) from Discontinued Operations, net of tax       -         (3)           (1)         8
                                                       -------    -------       -------    -------
Net Income .........................................   $   350   $    352       $   477    $   921
                                                       =======    =======       =======    =======

Net Income (Loss) per Common Share, basic
    Continuing Operations ..........................   $   .33    $   .33       $   .86    $   .83

    Disposal of Discontinued Operations.............         -          -          (.41)         -
    Discontinued Operations ........................         -          -             -        .01
                                                       -------    -------       -------    -------
    Net Income .....................................   $   .33    $   .33       $   .45    $   .84
                                                       =======    =======       =======    =======
Net Income (Loss) per Common Share,
  assuming full dilution
    Continuing Operations ..........................   $   .33    $   .32       $   .85    $   .81

    Disposal of Discontinued Operations.............         -          -          (.40)         -
    Discontinued Operations ........................         -          -             -        .01
                                                       -------    -------       -------    -------
    Net Income .....................................   $   .33    $   .32       $   .45    $   .82
                                                       =======    =======       =======    =======

Dividends per Common Share
    Declared .......................................   $ .1625    $ .1475       $ .3250    $ .2950
    Paid ...........................................   $ .1625    $ .1475       $ .4725    $ .4225

Weighted average number of common shares outstanding
    Basic ..........................................     1,053      1,080         1,054      1,096
    Assuming full dilution .........................     1,058      1,101         1,064      1,119
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

<PAGE>
<TABLE>

                                     PAGE 2
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEET
                                     ASSETS
                                   (Millions)

<CAPTION>


                                                     September 30,  December 31,
                                                         2000           1999
                                                     ------------   ------------
                                                      (Unaudited)
<S>                                                    <C>            <C>
Current Assets:
  Cash and cash equivalents ..........................   $    84      $    80
  Trade receivables, less allowances 2000, $55;
    1999, $74 ........................................     1,781        2,208
  Other receivables ..................................       303          319

  Inventories:
     Raw materials and supplies ......................       153          190
     Work in process .................................       246          182
     Finished goods ..................................       992        1,020
                                                         -------      -------
           Total Inventories .........................     1,391        1,392
  Deferred income taxes ..............................       382          309
  Other current assets ...............................       353          315
  Net assets of Discontinued Operations ..............       781        1,174
                                                         -------      -------
           Total Current Assets ......................     5,075        5,797
                                                         -------      -------

  Property, Plant and Equipment, at cost .............     5,903        5,762
    Less accumulated depreciation ....................     2,399        2,295
                                                         -------      -------
        Net Property, Plant and Equipment ............     3,504        3,467
                                                         -------      -------

  Intangible Assets, less accumulated amortization ...     1,821        1,897

  Other Assets .......................................       669          625
                                                         -------      -------

                                                         $11,069      $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>

                                                    September 30,   December 31,
                                                         2000           1999
                                                     ------------   ------------
                                                      (Unaudited)
<S>                                                <C>                <C>
Current Liabilities:
  Loans payable ....................................   $  1,653       $  1,440
  Current portion of long-term debt ................        560            358
  Accounts payable .................................        350            513
  Accrued liabilities ..............................      1,420          1,479
  Dividends payable ................................          -            157
  Income taxes .....................................        296            233
                                                       --------       --------
     Total Current Liabilities .....................      4,279          4,180
                                                       --------       --------

Long-Term Debt .....................................      3,031          2,931
Deferred Income Taxes ..............................        461            423
Other Long-Term Liabilities ........................        760            795
Minority Interest ..................................         40             38

Contingent Redemption Value of Common Stock
  Put Options ......................................        123            359

Stockholders' Equity:
8.0% Cumulative Series C ESOP Convertible
  Preferred, without par value, issued:
      1999, .1 shares ..............................          -             85
  Unearned ESOP compensation .......................          -             (4)
  Common stock, par value $1.00 per share:
    Authorized 2,320 shares
    Issued: 2000, 1,365 shares; 1999, 1,364 shares .      1,365          1,364
  Additional paid-in capital .......................        928            748
  Earnings reinvested in the business ..............      6,281          6,147
  Accumulated other comprehensive income ...........     (1,246)        (1,061)
  Treasury stock, at cost: 2000, 312 shares;
            l999, 299 shares .......................     (4,953)        (4,219)
                                                       --------       --------
    Total Stockholders' Equity .....................      2,375          3,060
                                                       --------       --------
                                                       $ 11,069       $ 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>                                                   Nine Months Ended
                                                              September 30
                                                            -----------------
                                                            2000         1999
                                                            ----         ----
<S>                                                     <C>         <C>
Operating Activities

    Income from Continuing Operations .............        $ 906        $ 913
    Adjustments to reconcile income to net
    cash provided by operating activities:
      Depreciation and amortization ...............          355          335
      Other .......................................            -            5
      Changes in assets and  liabilities,  net of
      effects  from  acquisitions and divestitures
      of businesses:
        Accounts receivable .......................          299           26
        Inventories ...............................          (54)        (313)
        Accounts payable and accrued liabilities ..         (386)         (86)
        Other working capital items ...............           34          (50)
        Other noncurrent assets and liabilities ...         (115)         (12)
                                                           -----        -----
          Net cash provided by operating activities        1,039          818
                                                           -----        -----
Investing Activities

    Additions to property, plant and equipment ....         (563)        (594)
    Disposals of property, plant and equipment ....           65          122
    Other .........................................           15            1
                                                           -----        -----
         Net cash used in investing activities ....         (483)        (471)
                                                           -----        -----
Financing Activities

    Purchase of treasury stock ....................         (944)      (1,518)
    Proceeds from sale of put options .............           17           49
    Proceeds from exercise of stock option and
         purchase plans ...........................           21           89
    Proceeds from long-term debt ..................          492        1,106
    Decrease in long-term debt ....................          (56)           -
    Increase in loans payable .....................          210          219
    Dividends paid ................................         (500)        (467)
    Settlements of debt-related derivative contracts         138           40
                                                           -----        -----
         Net cash used in financing
           activities .............................         (622)        (482)
                                                           -----        -----
Effect of Exchange Rate Changes on Cash ...........           (5)          (2)
Net Cash Provided by Discontinued Operations ......           75           95
                                                           -----        -----
Increase/(Decrease) in Cash and Cash Equivalents ..            4          (42)
Cash and Cash Equivalents at Beginning of Year ....           80          102
                                                           -----        -----
Cash and Cash Equivalents at End of Quarter .......        $  84        $  60
                                                           =====        =====
Supplemental disclosure of cash paid for:

    Interest ......................................        $ 190        $  77
    Income taxes ..................................        $ 351        $ 340
</TABLE>

This statement of cash flows is prepared in accordance with SFAS 95.

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    Nine Months Ended
                                            September 30         September 30
                                         ------------------     ----------------
                                           2000      1999        2000      1999
                                           ----      ----        ----      ----

Net Income                                $ 350    $  352      $  477    $  921

Other Comprehensive Income, net of tax:
  Foreign Currency Translation              (61)       19        (185)     (203)
                                           ----      ----        ----      ----

Comprehensive Income                      $ 289    $  371      $  292    $  718
                                           ====      ====        ====      ====

Comprehensive  Income includes  activities from both continuing and discontinued
operations. Foreign currency translation is after unfavorable tax effects of $62
million and $15 million  for three  months in 2000 and 1999,  and of $94 million
and $103 million for nine months in 2000 and 1999, respectively.

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
                                    -----------     ----------   -------------
<S>                              <C>              <C>          <C>

         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)
                                       ======         ======           ======


         Balance December 31, 1999   $(1,031)         $ (30)        $ (1,061)
         Change in period                (13)             -              (13)
                                       ------         ------           ------
         Balance March 31, 2000       (1,044)           (30)          (1,074)
         Change in period               (111)             -             (111)
                                       ------         ------           ------
         Balance June 30, 2000        (1,155)           (30)          (1,185)
         Change in period                (61)             -              (61)
                                       ------         ------           ------
         Balance September 30, 2000  $(1,216)         $ (30)        $ (1,246)
                                       ======         ======           ======
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

<PAGE>
<TABLE>

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

Income from Continuing Operations .....       $  350    $  355         $  906    $  913
Less:  Preferred stock dividends ......            -         1              1         3
                                              ------    ------         ------    ------
Income, from Continuing Operations,
  basic                                          350       354            905       910
Effect of dilutive securities:
    Convertible preferred stock .......            -         2              2         4
                                              ------    ------         ------    ------
Income from Continuing Operations,
  assuming full dilution ..............          350       356            907       914
                                              ------    ------         ------    ------

Loss on Disposal of Discontinued Operations        -         -           (428)        -
Income from Discontinued Operations                -        (3)            (1)        8
                                              ------    ------         ------    ------
Net Income, assuming full dilution ....      $   350    $  353          $ 478    $  922
                                              ======    ======         ======    ======

Common shares, basic ..................        1,053     1,080          1,054     1,096
Effect of dilutive securities:
    Convertible preferred stock .......            -        12              4        12
    Stock options .....................            5         9              6        11
                                              ------    ------         ------    ------
Common shares, assuming full dilution          1,058     1,101          1,064     1,119
                                              ======    ======         ======    ======

Net Income (Loss) per Common Share,
  basic
    Continuing Operations .............       $  .33    $  .33         $  .86    $  .83

    Disposal of Discontinued Operations            -         -           (.41)        -
    Discontinued Operations ...........            -         -              -       .01
                                              ------    ------         ------    ------
    Net Income ........................      $   .33   $   .33          $ .45    $  .84
                                              ======    ======         ======    ======

Net Income (Loss) per Common Share,
    assuming full dilution
    Continuing Operations .............      $   .33    $  .32        $   .85    $  .81

    Disposal of Discontinued Operations            -         -           (.40)        -
    Discontinued Operations ...........            -         -              -       .01
                                              ------    ------         ------    ------
    Net Income ........................      $   .33    $  .32        $   .45    $  .82
                                              ======    ======         ======    ======

For the periods  ended  September  30, 2000 and 1999,  45 million and 30 million
shares of common stock  issuable  under stock  options,  respectively,  were not
included in the  calculation  of fully  diluted EPS because  their effects would
have been antidilutive.
</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,  Statement  of  Financial  Accounting  Standards  (SFAS) No.  133,
"Accounting for Derivative  Instruments and Hedging  Activities" was issued. The
Company will adopt SFAS No. 133, as amended by SFAS No. 137 and SFAS No. 138, on
January 1, 2001.  Although  the  Company  continues  to review the effect of the
implementation  of SFAS No. 133,  the  Company  does not  currently  believe its
adoption will have a material impact on its financial position or overall trends
in  results  of  operations  and  does  not  believe  adoption  will  result  in
significant  changes to its financial risk management  practices.  However,  the
impact of adoption of SFAS No. 133 on the  Company's  results of  operations  is
dependent  upon  the  fair  values  of the  Company's  derivatives  and  related
financial  instruments  at the  date  of  adoption  and  could  result  in  more
pronounced quarterly fluctuations in other income and expense.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101,  (SAB 101)  "Revenue  Recognition."  An amendment in June 2000
delayed the effective date until the fourth quarter of 2000. The adoption of SAB
101 will not have a material impact on the consolidated financial statements.

In May 2000,  the Financial  Accounting  Standards  Board's  Emerging Issue Task
Force (EITF)  reached a consensus on Issue No.  00-14,  "Accounting  for Certain
Sales Incentives." This Issue addresses the recognition, measurement, and income
statement  classification  for  various  types  of sales  incentives  including:
discounts,  coupons,  rebates and free products.  In July 2000, the EITF revised
the  transition  date to correspond  with the  implementation  date for SAB 101.
Therefore,  the Company will adopt this consensus in the fourth quarter of 2000,
resulting in equivalent  decreases in reported net sales and reported  marketing
expenses, with no profit impact.

In July and September  2000,  the EITF reached  consensuses  on Issue No. 00-10,
"Accounting  for Shipping and Handling Fees and Costs." This Issue addresses the
income  statement  classification  for shipping and handling fees and costs. The
Company will adopt the  consensuses  in the fourth quarter of 2000. The adoption
of EITF  Issue No.  00-10 will not have a  material  impact on the  consolidated
financial statements.  The Company is still evaluating if additional disclosures
necessitated by the consensuses may be required.



<PAGE>

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


Discontinued Operations
-----------------------
On August  22,  2000 the  Company  signed an  agreement  to sell its  stationery
products  business.  It is  estimated  that the sale will result in an after-tax
loss of $428 million  (net of a tax benefit of $102  million) or $.40 net income
per common share,  fully diluted.  The  transaction was recognized in the second
quarter.  The  loss on  disposal  includes  the  book  loss on the  transaction,
estimates for the operating profit of the segment through the expected  disposal
date and other costs directly associated with the decision to divest,  including
post divestiture reorganization costs.

The stationery  products  segment is accounted for as a discontinued  operation,
and  accordingly,  its net  assets and  liabilities  have been  segregated  from
continuing  operations in the  accompanying  consolidated  balance sheet and its
operating results are segregated and reported as discontinued  operations in the
accompanying  consolidated  statements  of income and cash  flows,  and  related
notes.  For  the  periods  ended  September  30,  the  results  of  discontinued
operations were as follows:

<TABLE>
                                    Three Months Ended   Nine Months Ended
                                       September 30         September 30
                                    ------------------    ------------------
                                      2000       1999       2000       1999
                                      ----       ----       ----       ----

<S>                                <C>       <C>         <C>       <C>
(Millions)
--------
Net Sales .......................  $   154    $   155    $   482     $  507
                                    ======     ======     ======     ======

Income (Loss) before income taxes        -         (4)        (2)        12
Income taxes (benefit) ..........        -         (1)        (1)         4
                                    ------     ------     ------     ------
Income (Loss) from Discontinued
  Operations, net of tax ........  $     -     $   (3)    $   (1)   $     8
                                    ======     ======     ======     ======

</TABLE>

The assets  identified as part of the  disposition  of  stationery  products are
recorded as Net assets of Discontinued Operations, the cash flow of the business
is reported as Net Cash Provided by Discontinued Operations,  and the results of
operations  of the segment  are  reported  as Income  (Loss)  from  Discontinued
Operations,  net of tax. Net assets of Discontinued  Operations consisted of the
following:
<TABLE>
                                              September 30,   December 31,
                                                  2000           1999
                                               -----------    -----------
<S>                                          <C>             <C>
Millions
--------
Net Current Assets                              $   383        $   509
Property, plant and equipment,
  less accumulated depreciation                     175            200
Other net noncurrent assets and liabilities         223            465
                                                 ------         ------
Net assets of Discontinued Operations           $   781        $ 1,174
                                                 ======         ======
</TABLE>


<PAGE>

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




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

<TABLE>
                              Three Months Ended     Nine Months Ended
                                  September 30          September 30
                              ------------------      ------------------
                                2000       1999         2000       1999
                                ----       ----        ----       ----
<S>                          <C>       <C>           <C>       <C>

Net Sales ................     $ 2,321   $ 2,354     $ 6,477     $6,355
Advertising ..............         158       158         415        385
   % of Net Sales ........         6.8%      6.7%        6.4%       6.1%
</TABLE>


Reorganization and Realignment
------------------------------
The program was  completed  during the quarter  ended March 31,  2000.  From the
inception of the plan through March 31, 2000,  total  program  spending was $535
million.  Spending  for  employee-related  expenses  included  $209  million for
severance and $134 million for other benefits.  Asset  impairment costs included
$148 million for property, plant and equipment and $13 million for other assets.
Distributor buyout costs were $31 million.

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 2000, the Company has
repurchased 25 million shares in the open market for $911 million. There were no
repurchases  in the third  quarter of 2000.  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  $17 million in premiums
through September 30, 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 put 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 fourth quarter.

At September 30, 2000, there were 4 million put options outstanding,  of which 2
million had strike prices which were greater than the closing price for Gillette
common stock on September 30, 2000. Those options were therefore "in the money."
Although the options are not exercisable until a future date, the "in the money"
amount at September 30, 2000 was $7 million.
 <PAGE>
                                     PAGE 10
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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 had
no  impact on fully  diluted  EPS and  closed  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. Total stockholders' equity was unchanged as a result of the redemption.


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)                           2000        1999         2000        1999
                                     ------      ------       ------      ------
 Blades & Razors                    $  857      $  834       $2,464      $2,310
 Toiletries                            255         275          728         781
 Duracell Products                     615         676        1,667       1,760
 Oral-B Products                       169         141          488         450
 Braun Products                        425         428        1,130       1,054
                                    ------      ------       ------      ------
   Total Continuing Operations      $2,321      $2,354       $6,477      $6,355
                                    ======      ======       ======      ======


                                               Profit from Operations
                                    --------------------------------------------
                                    Three Months Ended       Nine Months Ended
                                       September 30             September 30
                                    ------------------       -------------------
 (Millions)                           2000        1999         2000        1999
                                     ------      ------       ------      ------
 Blades & Razors                    $  360      $  347       $  989      $  934
 Toiletries                             23          21           69          69
 Duracell Products                     124         167          280         376
 Oral-B Products                        20          20           59          63
 Braun Products                         61          59          150         111
                                    ------      ------       ------      ------
 Subtotal Reportable Segments          588         614        1,547       1,553
 All Other                             (13)        (20)         (31)        (36)
                                    ------      ------       ------      ------
   Total Continuing Operations      $  575      $  594       $1,516      $1,517
                                    ======      ======       ======      ======
<PAGE>
<TABLE>

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



<CAPTION>
                                                       Identifiable Assets
                                 ---------------------------------------------------------------
                                 Sept 30,   June 30,    Dec 31,   Sept 30,   June 30,    Dec 31,
(Millions)                         2000       2000       1999       1999       1999       1998
                                 -------    -------    -------    -------    -------    -------
<S>                             <C>        <C>        <C>        <C>          <C>        <C>
Blades & Razors                 $ 3,563    $ 3,596    $ 3,532    $ 3,560    $ 3,532    $ 3,378
Toiletries                          639        647        696        774        770        771
Duracell Products                 3,145      3,212      3,310      3,160      3,008      3,288
Oral-B Products                     643        660        663        698        749        680
Braun Products                    1,492      1,515      1,602      1,723      1,546      1,679
                                -------    -------     -------   -------    -------    -------
Subtotal Reportable Segments      9,482      9,630      9,803      9,915      9,605      9,796
All Other                           806        688        809        851        783        834
Discontinued Operations             781        843      1,174      1,148      1,195      1,272
                                -------    -------    -------    -------    -------    -------
  Total                         $11,069    $11,161    $11,786    $11,914    $11,583    $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.


Third Quarter 2000 versus 1999
------------------------------
Total  Company:  Sales for the quarter  ended  September  30,  2000,  were $2.32
billion,  a decrease of 1% versus the same quarter of the prior year.  Excluding
the adverse  effects of exchange and the divestiture of the White Rain hair care
line, sales climbed 5%, attributable to volume/mix, 4%, and price, 1%.

Blades & Razors:  Sales of blades  and  razors  rose 3%,  and  profits  4%,  due
primarily  to strong  sales of the Mach3  system in North  America  and  Europe.
Without the adverse effects of exchange,  primarily in Europe,  sales growth was
8%,  with  volume/mix  contributing  6% and price 2%. In  addition  to the Mach3
system,  volume gains were aided by shipments of the new elastomeric  disposable
razor in North America and Latin America.

Toiletries: Toiletries sales were 7% below those of 1999, but would have been 7%
above last year's level without the adverse  effects of the divestiture of White
Rain and  unfavorable  exchange.  Sales of pre- and post-shave  products were 6%
above those of the prior year. Profits were 13% above those of 1999.

Duracell Products: Sales of Duracell products were lower across all geographies,
declining 9%.  Excluding the adverse  effects of exchange,  primarily in Europe,
sales were 6% lower than those of the prior year. In North  America,  sales were
7% below  those of the  prior  year,  reflecting  lower  share in Copper & Black
alkaline  batteries.  The Company has corrective actions in place to address the
challenges  faced in this  highly  competitive  market.  These  actions  include
aggressive  programs  to  enhance  in-store  display of  batteries  as well as a
consumer sampling program. Duracell profit from operations was 26% below that of
the  previous  year,  due to lower sales and higher  sales  promotion  expenses,
primarily in North America.

Oral-B Products: Sales of Oral-B products were 19% above those of 1999, with all
regions  registering  strong  growth.  The  growth  was  aided by new  products,
particularly  the new Oral-B  Advantage Plus toothbrush in North America and the
completion of  CrossAction's  rollout in the largest  markets in Latin  America.
Profit  from  operations  increased  2% from that of 1999,  due  primarily  to a
significant  increase  in  advertising  expenses  in the  quarter to support new
product launches.

Braun  Products:  Sales of Braun products were 1% below those of the prior year,
but were up 7% without the impact of unfavorable  exchange.  Sales  increases in
oral  care and hair  removal  were  about  offset  by  lower  sales of  non-core
household  appliances.  Profit from operations  increased 4% versus 1999 despite
flat sales, due to lower overhead expenses and gross profit margin  improvement,
partially offset by higher marketing support.

 <PAGE>

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



Nine Months 2000 versus 1999
------------------------------
Total Company:  Sales for the nine months ended  September 30, 2000,  were $6.48
billion,  an increase of 2% versus the same period of the prior year.  Excluding
the adverse  effects of exchange and the divestiture of the White Rain hair care
line, sales climbed 7%, attributable to volume/mix, 6%, and price, 1%. Improving
regional economic conditions in Latin America benefited all core product lines.

Blades & Razors:  Sales of blades  and  razors  rose 7%,  and  profits  6%,  due
primarily to strong sales of the Mach3 system in North America, Europe and Latin
America.  Sales in Latin  America were boosted by the  successful  launch of the
Mach3 system in Brazil.  In Europe,  sales were aided by a 42% increase in Mach3
cartridge shipments.

Toiletries:  Toiletries  sales were 7% below those of the prior year, due to the
divestiture of White Rain.  Sales of pre- and post-shave  products were 7% above
those of the prior year. Profits were unchanged from those of 1999.

Duracell Products:  Sales of Duracell products declined 5%, as a 42% increase in
Duracell  Ultra  batteries  was more than offset by lower sales of both Copper &
Black and non-Duracell  branded batteries.  Contributing to the lower sales were
increased competition faced by Copper & Black in North America,  depreciation of
the  Euro and  lower  overall  battery  sales in  Korea,  as well as  low-priced
alkaline  competition in China.  Duracell  profit from  operations was 26% below
that of the previous year,  reflecting  lower sales and increased  marketing and
related  strategic  actions in North America  designed to aggressively  win back
market share, regain growth momentum and profitability.

Oral-B  Products:  Sales of Oral-B  products were 8% above those of 1999.  Sales
growth occurred in all geographies; led by Latin America with improving economic
conditions  and the  completion  of  CrossAction's  rollout  in Latin  America's
largest markets.  New product activity also contributed in North America,  where
the new Oral-B  Advantage  Plus  toothbrush  was launched in the third  quarter.
Profit from  operations  was 6% below that of 1999,  due  primarily to increased
marketing expenses to support new product launches.

Braun  Products:  Sales of Braun products were 7% above those of the prior year.
Sales  increases,  aided by  broad-based  advertising  support  in core  product
categories, were achieved across all geographies except Europe, where sales were
restrained by the  depreciation of the Euro.  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 35% above that of 1999,  reflecting  sales
growth, improved mix and lower overhead expenses.

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



Costs and Expenses
------------------
Gross profit for the nine months ended September 30, 2000 was $4.13 billion,  an
increase of 3% versus 1999.  Gross  profit as a  percentage  of sales was 63.7%,
compared with 63.3% in 1999. The increase in margin was due in part to favorable
sales  mix  and  continued  manufacturing  efficiencies.   Additionally,  margin
improvements  were realized as a result of savings from the  reorganization  and
realignment program, favorably impacting our product cost structure.

Selling,  general and administrative  expenses increased by $107 million, or 4%.
Combined advertising and sales promotion expenses grew 9%, with advertising as a
percent of sales  increasing from 6.1% in 1999 to 6.4% in 2000.  Other marketing
and  administrative  expenses  were flat with those of the prior  year,  largely
reflecting reorganization savings, containment of overhead expenses and a weaker
Euro.

Profit from  operations was unchanged,  amounting to $1.52 billion for the first
nine months of both years.

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

Income from continuing  operations of $906 million was virtually level with $913
million in 1999.  Diluted income per common share from continuing  operations of
$.85 was 5% above the $.81 of 1999,  benefiting  from the lower number of shares
outstanding as a result of the share repurchase program.


Reorganization and Realignment
------------------------------
The program was completed  during the quarter ended March 31, 2000.  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.


Discontinued Operations
-----------------------
The Company has signed an agreement  to sell the  stationery  products  business
and, therefore, it is accounted for as a discontinued  operation.  The after-tax
loss on the disposal of the business is estimated at $428 million.  Through nine
months, the after-tax loss from discontinued operations is $1 million.

For the quarter ended September 30, 2000,  stationery products net sales of $154
million were virtually  unchanged from the net sales of $155 million in the same
period last year.  Pre-tax operating profit for the third quarter was nil, which
compares favorably to a loss of $4 million in 1999.

For the nine months ended September 30, 2000,  stationery  products net sales of
$482 million were 5% below the net sales of $507 million in the same period last
year.  Through  nine months in 2000,  there was a pre-tax  operating  loss of $2
million compared to a profit of $12 million for the same period in 1999.
 <PAGE>


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


Product Category Review
-----------------------
During  the  second  quarter,  the  Company  completed  its  review of the Braun
household,  hair care and personal diagnostic appliance  businesses.  The review
determined  that these  Braun  businesses,  as  supporting  product  lines,  are
instrumental  in maintaining  and  strengthening  strong retail  support,  brand
equity, market position and point of sale presence in many key geographies. They
will be marketed in their redefined  supporting role in those  geographies where
they add value.


Financial Condition
-------------------
Net cash provided by operating  activities  for the nine months ended  September
30, 2000,  amounted to $1,039  million,  compared  with $818 million in the same
period last year.  The  movement in both  accounts  receivable  and  inventories
compared  favorably  with that of 1999,  reflecting  the  efforts of our working
capital action plan.

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, 2000,
amounted to $5.04  billion,  compared with $4.53 billion at year-end  1999.  The
increase was due to additional debt used to finance the share repurchase program
partially offset by favorable exchange. The Company's current ratio at September
30,  2000,  was  1.19,  compared  with 1.39 at  December  31,  1999,  reflecting
increased loans payable as a result of the share repurchase program.

The change in the accumulated  foreign currency  translation  adjustment through
September  30,  2000  was a loss  of  $185  million,  with  the  United  Kingdom
accounting for $106 million of the loss. Losses through September 30, 1999, were
$203 million, with Brazil accounting for just over one-half of the loss.

On August 18,  2000,  the Company  issued a $228 million  Euro-denominated  debt
obligation due December  2002;  and on September 28, 2000,  the Company  entered
into a $264 million  Euro-denominated  debt obligation which expires in December
2001. The proceeds were used to reduce  commercial paper borrowing and for other
Corporate purposes.
<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 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;

    * the  impacts  of unusual  items  resulting  from  ongoing  evaluations  of
      business  strategies,   potential   divestitures,   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;

<PAGE>

                                     PAGE 17
                           PART II. OTHER INFORMATION



    * 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


The Company filed a current report on Form 8-K dated August 25, 2000,  referring
to a press  release  announcing  that the Company had entered  into a definitive
agreement to sell its  stationery  products  business.  The Company also filed a
current  report on September  19,  2000,  referring  to an  announcement  by the
Company on the previous day of expected  third-quarter  results.  On October 20,
2000,  the Company  filed a current  report  referring to a press release on the
previous day announcing  that the Board of Directors  named Edward F. DeGraan to
be Acting Chief Executive  Officer and Richard R. Pivirotto to be  non-executive
Chairman of the Board.
<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

November 8, 2000