SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                         SECURITIES EXCHANGE ACT OF 1934


  For Quarter Ended March 31, 2002                 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 May 10, 2002  . . . . . . . . . . . . . . . . .1,056,796,148

<PAGE>
<TABLE>
                                     PAGE 1
                          PART I. FINANCIAL INFORMATION
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                        CONSOLIDATED STATEMENT OF INCOME
                      (Millions, except per share amounts)
                                   (Unaudited)

<CAPTION>
                                                       Three Months Ended
                                                            March 31
                                                       ------------------
                                                         2002      2001
                                                         ----      ----
<S>                                                  <C>       <C>

Net Sales ..........................................   $ 1,732    $ 1,621
Cost of Sales ......................................       694        623
                                                       -------    -------
  Gross Profit .....................................     1,038        998

Selling, General and Administrative Expenses .......       710        679
                                                       -------    -------
  Profit from Operations ...........................       328        319

Nonoperating Charges (Income):
  Interest income ..................................        (5)        (1)
  Interest expense .................................        20         45
  Exchange .........................................        (6)        13
  Other charges - net ..............................        (4)        (2)
                                                       -------    -------
                                                             5         55
                                                       -------    -------
Income before Income Taxes .........................       323        264

Income Taxes .......................................       100         82
                                                       -------    -------
  Net Income .......................................   $   223    $   182
                                                       =======    =======
  Adjusted Net Income, assuming the adoption
  of SFAS 142 for 2001 (1)..........................   $   223    $   188
                                                       =======    =======


Net Income per Common Share:
  Basic ............................................   $   .21    $   .17
                                                       =======    =======
  Assuming Full Dilution ...........................       .21        .17
                                                       =======    =======
Adjusted Net Income per Common Share:
  Basic ............................................   $   .21    $   .18
                                                       =======    =======
  Assuming Full Dilution ...........................       .21        .18
                                                       =======    =======


Dividends per Common Share:
  Declared .........................................   $     -    $     -
  Paid .............................................   $ .1625    $ .1625

Weighted average number of common shares outstanding
  Basic ............................................     1,056      1,054
  Assuming full dilution ...........................     1,060      1,059
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.


(1) See Page 9.
<PAGE>
<TABLE>
                                     PAGE 2
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEET
                                     ASSETS
                                   (Millions)

<CAPTION>


                                                       March 31,    December 31,     March 31,
                                                         2002           2001            2001
                                                     ------------   ------------   ------------
                                                      (Unaudited)                   (Unaudited)
<S>                                                    <C>            <C>          <C>
Current Assets:
  Cash and cash equivalents ..........................   $   865      $   947        $    53
  Trade receivables, less allowances March 2002, $62;
    December 2001, $69; March 2001, $66 ..............     1,201        1,473          1,353
  Other receivables ..................................       284          313            349
  Inventories
     Raw materials and supplies ......................       127          130            141
     Work in process .................................       259          183            226
     Finished goods ..................................       757          698          1,064
                                                         -------      -------        -------
       Total Inventories .............................     1,143        1,011          1,431
                                                         -------      -------        -------

  Deferred income taxes ..............................       562          481            568
  Other current assets ...............................       188          207            278
  Net assets of discontinued operations...............         5           23             54
                                                         -------      -------        -------
       Total Current Assets ..........................     4,248        4,455          4,086
                                                         -------      -------        -------

Property, Plant and Equipment, at cost ...............     6,031        6,005          5,787
Less accumulated depreciation ........................    (2,553)      (2,457)        (2,296)
                                                         -------      -------        -------
       Net Property, Plant and Equipment .............     3,478        3,548          3,491
                                                         -------      -------        -------

Goodwill .............................................       931          935          1,048
Intangible Assets, less accumulated amortization .....       413          418            492

Other Assets .........................................       758          613            581
                                                         -------      -------        -------

                                                         $ 9,828      $ 9,969        $ 9,698
                                                         =======      =======        =======
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
                                     PAGE 3
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEET
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      (Millions, except per share amount)

<CAPTION>

                                                       March 31,    December 31,     March 31,
                                                         2002          2001             2001
                                                     ------------   ------------   ------------
                                                      (Unaudited)                   (Unaudited)
<S>                                                <C>                <C>          <C>
Current Liabilities:
  Loans payable ....................................   $  1,978       $  2,235       $  1,954
  Current portion of long-term debt ................        546            428            746
  Accounts payable .................................        465            401            412
  Accrued liabilities ..............................      1,157          1,307          1,380
  Dividends payable ................................          -            172              -
  Income taxes .....................................        356            295            416
                                                       --------       --------       --------
     Total Current Liabilities .....................      4,502          4,838          4,908
                                                       --------       --------       --------

Long-Term Debt .....................................      1,649          1,654          1,404
Deferred Income Taxes ..............................        541            459            435
Other Long-Term Liabilities ........................        731            805            730
Minority Interest ..................................         39             42             43

Contingent Redemption Value of Common Stock
  Put Options ......................................          -             34             99

Stockholders' Equity:
  Common stock, par value $1.00 per share:
    Authorized 2,320 shares
    Issued: March 2002, 1,369 shares;
            Dec. 2001, 1,368 shares;
            March 2001, 1,366 shares ...............      1,369          1,368          1,366
  Additional paid-in capital .......................      1,136          1,094            992
  Earnings reinvested in the business ..............      6,300          6,077          6,035
  Accumulated other comprehensive income ...........     (1,474)        (1,437)        (1,362)
  Treasury stock, at cost: March 2002,
    Dec. and March 2001, 312 shares ................     (4,965)        (4,965)        (4,952)
                                                       --------       --------       --------
          Total Stockholders' Equity ...............      2,366          2,137          2,079
                                                       --------       --------       --------
                                                       $  9,828       $  9,969       $  9,698
                                                       ========       ========       ========
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.


<PAGE>
<TABLE>
                                     PAGE 4
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Millions)
                                   (Unaudited)

<CAPTION>
                                                            Three Months Ended
                                                                  March 31
                                                            ------------------
                                                            2002         2001
                                                            ----         ----
<S>                                                     <C>         <C>
Operating Activities

    Net income .....................................       $ 223        $ 182
    Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization ................         120          124
      Other ........................................          (3)          (2)
      Changes in assets and  liabilities,  excluding
      effects of acquisitions and divestitures:
        Accounts receivable ........................         283          732
        Inventories ................................        (145)        (301)
        Accounts payable and accrued liabilities ...         (21)        (236)
        Other working capital items ................         (46)          14
        Other noncurrent assets and liabilities ....        (151)          (4)
                                                           -----        -----
          Net cash provided by operating activities          260          509
                                                           -----        -----
Investing Activities

    Additions to property, plant and equipment .....         (78)        (157)
    Disposals of property, plant and equipment .....          11           24
    Other ..........................................          (1)          (2)
                                                           -----        -----
          Net cash used in investing activities ....         (68)        (135)
                                                           -----        -----
Financing Activities

    Proceeds from sale of put options ..............           -            4
    Proceeds from exercise of stock option and
         purchase plans ............................           8           13
    Proceeds from long-term debt ...................         350            -
    Repayment of long-term debt ....................        (197)         (56)
    Decrease in loans payable ......................        (256)        (228)
    Dividends paid .................................        (172)        (171)
    Settlements of debt-related derivative contracts          10          (38)
                                                           -----        -----
          Net cash used in financing activities ....        (257)        (476)
                                                           -----        -----
Effect of Exchange Rate Changes on Cash ............          (1)          (1)
Net Cash Provided (Used) by Discontinued Operations.         (16)          94
                                                           -----        -----
Decrease in Cash and Cash Equivalents ..............         (82)          (9)
Cash and Cash Equivalents at Beginning of Quarter...         947           62
                                                           -----        -----
Cash and Cash Equivalents at End of Quarter ........       $ 865        $  53
                                                           =====        =====
Supplemental disclosure of cash paid for:

    Interest .......................................       $  22        $  63
    Income taxes ...................................       $  23        $  (1)

</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

<PAGE>

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


                                         Three Months Ended
                                              March 31
                                         ------------------
                                           2002       2001
                                           ----       ----

Net Income, as reported                   $ 223      $ 182

  Other Comprehensive Income (Loss),
    net of tax:
  Foreign Currency Translation              (40)       (43)
  Cash Flow Hedges                            3         (5)
                                           ----       ----

Comprehensive Income                      $ 186      $ 134
                                           ====       ====

Adjusted Comprehensive Income,
  assuming the adoption of SFAS 142
  for 2001 (1)                            $ 186      $ 140
                                           ====       ====


Accumulated Other Comprehensive Income (Loss)

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

<TABLE>
                                                                      Accumulated
                              Foreign                                    Other
                              Currency      Pension     Cash Flow    Comprehensive
                             Translation   Adjustment     Hedges     Income (Loss)
                             -----------   ----------   -----------  -------------
<S>                         <C>           <C>          <C>           <C>

Balance December 31, 2000     $(1,280)       $ (34)       $   -        $(1,314)
Change in period                   19            -           (7)            12
Income tax benefit (expense)      (62)                        2            (60)
                                ------       ------       ------        -------
Balance March 31, 2001        $(1,323)       $ (34)       $  (5)       $(1,362)
                                ------       ------       ------        -------

Balance December 31, 2001     $(1,373)       $ (56)       $  (8)       $(1,437)
Change in period                  (46)           -            5            (41)
Income tax benefit (expense)        6                        (2)             4
                                ------       ------       ------        -------
Balance March 31, 2002        $(1,413)       $ (56)       $  (5)       $(1,474)
                                ======       ======       ======        =======

The change in accumulated foreign currency translation  adjustment through March
31,  2002 was a loss of $40  million,  with  Argentina  and the  United  Kingdom
accounting  for most of the loss.  Losses for the quarter  ended March 31, 2001,
were $43 million, with Brazil being the largest component.

See Accompanying Notes to Consolidated Financial Statements.


(1) See Page 9.
</TABLE>

<PAGE>
                                     PAGE 6
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Accounting Comments
-------------------
Reference is made to the registrant's 2001 Annual Report to Stockholders,  which
contains, at pages 26 through 50, the consolidated  financial statements and the
notes thereto,  which are incorporated by reference into the registrant's Annual
Report on Form 10-K for the year ended December 31, 2001.

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 2002
presentations.

Accounting Pronouncements
-------------------------

In April 2001,  the EITF reached a consensus on Issue No. 00-25,  "Vendor Income
Statement  Characterization  of  Consideration  to a Purchaser  of the  Vendor's
Products or Services." In November 2001, the issues discussed in EITF 00-25 were
codified with related issues into EITF 01-9, "Accounting for Consideration Given
By a Vendor To a Customer (Including a Reseller of the Vendor's Products)." This
issue  addresses  the  income   statement   classification   of  slotting  fees,
cooperative  advertising  arrangements and buydowns. The consensus requires that
certain  customer  promotional  payments  that  were  previously  classified  as
marketing expenses be classified as a reduction of revenue.  The Company adopted
the  consensus on January 1, 2002.  The  adoption of EITF 00-25  resulted in the
following  reclassifications  in the first  quarter 2001 income  statement:  net
sales,  gross  profit and  selling,  general and  administrative  expenses  were
reduced by $142 million. The adoption of EITF 00-25 had no impact on profit from
operations, net income or earnings per share.
<PAGE>
                                     PAGE 7
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


In July 2001,  Statement  of  Financial  Accounting  Standards  (SFAS) No.  142,
"Goodwill  and Other  Intangible  Assets," was issued.  The Company  adopted the
provisions  of SFAS 142 on January 1, 2002.  SFAS 142 requires that goodwill and
other  intangible  assets  with  indefinite  lives no longer be  amortized,  but
instead be tested for impairment,  at least annually, in accordance with the new
impairment  testing  provisions  of SFAS 142.  Statement  142 also requires that
intangible assets with estimable useful lives be amortized over their respective
useful lives to their estimated  residual values, and reviewed for impairment in
accordance  with  SFAS  144,  "Accounting  for the  Impairment  or  Disposal  of
Long-Lived Assets."

During the first quarter of 2002,  the Company  completed its  evaluation of the
carrying amounts of goodwill and other intangible assets, and noted that certain
goodwill and indefinite-lived intangible assets were inadvertently excluded from
the Company's disclosures of goodwill and indefinite-lived  intangible assets in
the "Effect of Recent  Accounting  Pronouncements"  footnote in the consolidated
financial statements for the year ended December 31, 2001.  Unamortized goodwill
at December 31, 2001, was $935 million. Unamortized other intangible assets with
indefinite lives at December 31, 2001, was $313 million.

The net impact of the adoption of SFAS 142 is a reduction of annual amortization
expense of $34 million.  No impairment  losses were recognized due to the change
in accounting principle.
<TABLE>
Intangible Assets (Millions)
----------------------------
<CAPTION>
                                   March 31, 2002         December 31, 2001           March 31, 2001
                               ----------------------   ----------------------   ----------------------
                               Carrying  Accumulated    Carrying  Accumulated    Carrying  Accumulated
                                Amount   Amortization    Amount   Amortization    Amount   Amortization
                               --------  ------------   --------  ------------   --------  ------------
<S>                          <C>         <C>           <C>        <C>            <C>        <C>
Amortized Intangible Assets
  Patents                       $ 103       $  42        $ 103        $  38        $ 175      $  41
  Trademark                        11           1           11            1           11          1
  Software                         16           8           16            7           16          6
  Other                            12           3           12            3           12          2
                                -----       -----        -----        -----        -----      -----
Total                           $ 142       $  54        $ 142        $  49        $ 214      $  50
                                =====       =====        =====        =====        =====      =====
Unamortized Intangible Assets
  Trademark                     $ 313                    $ 313                     $ 322
  Pension                          12                       12                         6

Aggregate Amortization Expense:
  For the Quarters ended:
    March 31, 2002              $  5
    March 31, 2001              $ 14

Estimated Amortization Expense:
  For the Years ended
    December 31, 2002           $20
                 2003           $19
                 2004           $18
                 2005           $ 5
                 2006           $ 5
                 2007           $ 2
</TABLE>


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

Total Goodwill by segment follows.
<CAPTION>
                            March 31,       Dec. 31,       March 31,
Net Carrying Amount           2002            2001           2001
                            ---------       --------       ---------
<S>                        <C>             <C>            <C>
Blades & Razors             $  138           $ 140         $  152
Personal Care                    -               -              -
Duracell                       548             550            645
Oral Care                      172             172            177
Braun                           73              73             74
                            ------           -----         ------
  Total                     $  931           $ 935         $1,048
                            ======           =====         ======

The change  between the December 31, 2001, and March 31, 2002 balances is due to
unfavorable foreign currency translation.
</TABLE>
<PAGE>


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

The following tables present a reconciliation of net income,  earnings per share
and  comprehensive  income,  as reported,  to adjusted amounts which include the
impact of the adoption of SFAS 142 for all periods presented.

Goodwill and Intangible Assets - Adoption of SFAS 142
           (millions, except per share amounts)
-----------------------------------------------------
<CAPTION>
                                               Three Months Ended
                                                   March 31
                                               ------------------
                                               2002          2001
                                               ----          ----
<S>                                           <C>         <C>
Net Income
----------
Net income, as reported                       $ 223         $ 182

  Amortization adjustment                                       6
                                              -----         -----
Adjusted net income                           $ 223         $ 188
                                              =====         =====


Net Income Per Common Share
---------------------------
Basic, as reported                            $  .21        $  .17

  Amortization adjustment                                      .01
                                              ------        ------
Basic, adjusted                               $  .21        $  .18
                                              ======        ======


Assuming full dilution, as reported           $  .21        $  .17

  Amortization adjustment                                      .01
                                              ------        ------
Assuming full dilution, adjusted              $  .21        $  .18
                                              ======        ======


Comprehensive Income
--------------------
Comprehensive income, as reported             $ 186         $ 134

  Amortization adjustment                                       6
                                               -----        -----
Adjusted comprehensive income                 $ 186         $ 140
                                              =====         =====
</TABLE>
<PAGE>

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


In June 2001, SFAS No. 143,  "Accounting for Asset Retirement  Obligations," was
issued.  SFAS 143 addresses  financial  accounting and reporting for obligations
associated with the retirement of tangible  long-lived assets and the associated
asset  retirement  costs.  It requires that the fair value of a liability for an
asset retirement  obligation be recognized in the period in which it is incurred
if a reasonable  estimate of fair value can be made.  The Company plans to adopt
the  provisions of SFAS 143 on January 1, 2003, and does not expect the adoption
to have a material impact on its financial statements.

In August 2001,  SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets,"  was issued.  It provides new  guidance  that  modifies the
existing  guidance in SFAS 121 and in APB Opinion No. 30. Goodwill will still be
evaluated for impairment under SFAS 142. The Company adopted SFAS 144 on January
1,  2002.  Its  adoption  did not have any  impact  on the  Company's  financial
statements.

Advertising
-----------
The  advertising  expense  detailed  below is included  in selling,  general and
administrative expenses.
<TABLE>
<CAPTION>
                              Three Months Ended
                                    March 31
                              ------------------
                                2002       2001
                               ------     ------
<S>                          <C>       <C>
Net Sales                     $1,732     $1,621

Advertising                      136        117

  % Net Sales                    7.9%       7.2%



</TABLE>
<PAGE>
                                     PAGE 11
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Restructuring and Asset Impairments
-----------------------------------
On December 18, 2000, the Company announced a restructuring program and impaired
certain  intangible assets. In accordance with EITF Issue No. 94-3, SFAS 121 and
SAB 100,  the  Company  recorded,  in the fourth  quarter  of 2000,  a charge to
operating  expenses of $572 million ($430  million  after taxes,  or $.41 in net
income per common share, fully diluted).

The charge for the  restructuring  program was $360 million,  and activity under
the program is virtually complete.  The majority of the remaining balance is due
to the timing of severance  payments.  The  restructuring  program  improved the
Company's  operating  efficiency,  streamlined  the  supply  chain  and  further
decreased costs. Specific program activities included  consolidating  management
functions; reducing factory locations, in part through outsourcing production of
low-volume  noncore  products;  streamlining  the  supply  chain  via  warehouse
consolidation  and other  actions;  and downsizing  and  centralizing  corporate
functions.   The  program   planned  the  closure  of  eight  factories  and  13
distribution  centers,  affecting all business segments,  and a net reduction of
approximately 2,700 employees across all business functions, operating units and
geographies.   The  reduction   was  expected  to  consist  of  1,430   variable
manufacturing and distribution  employees and 1,270 executive,  professional and
administrative staff. The program was announced to all employees on December 18,
2000,  via the Company's  internal  website and bulletin  boards.  The severance
programs being used follow the Company's  long-standing  severance  formulas and
vary on a country-by-country  basis,  depending on local statutory  requirements
and local practices.  Employee reductions occurring in 2001 required pretax cash
outlays of $128 million.

The restructuring  program included a write-down of $120 million to the carrying
amount of factories, as well as the write-off of manufacturing, distribution and
office  equipment  assets.  Revenue-generating  activities  continued  until the
affected facilities ceased operations. Thus, these assets were considered assets
to be held and used under SFAS 121.  Asset  disposals  were  completed  in 2001.
Equipment was disposed of, and  buildings  have been either sold or are held for
sale. The value of the impaired  assets was determined  based on discounted cash
flow analyses for the operating period up until closure and included an estimate
of residual value.

The charge for  impaired  intangible  assets was $212 million to write down $157
million of acquired  goodwill  relating to the  Thermoscan  personal  diagnostic
appliance  brand in the Braun  segment and $55 million of acquired  goodwill and
identifiable  intangible  assets  for  certain  national  battery  brands in the
Duracell segment.

Under the guidance of the new Chief Executive  Officer,  the Company revised the
restructuring  program in 2001 as the result of the  adoption of a new  strategy
for the Personal Care segment,  which included  establishing a separate Personal
Care Global Business Management unit as part of the Company's  reemphasis on the
category.  This change in  strategy  also led to the  decision  not to close one
major factory dedicated to personal care manufacturing. Minor modifications were
also made to certain other programs, including a decision not to close two small
factories.  This resulted in a pretax reduction in the 2000 reserve provision of
approximately $33 million.  In addition,  the Company recorded a pretax recovery
of  approximately  $22  million,  reflecting  better  than  anticipated  results
relating to the closing of other factories.

Details of the  activity in the 2000  restructuring  program  follow.  The other
benefits  portion of  employee-related  expenses,  shown below,  include  fringe
benefits,   outplacement  fees  and  special  termination  benefits  related  to
pensions.
<PAGE>
                                     PAGE 12
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
2000 Restructuring Program
--------------------------
                                                                     Plan
                                         Activity     Current      Inception
                             Initial      Through     Quarter       Through          Balance
(Millions)                  Provision       2001      Activity   March 31, 2002   March 31, 2002
---------------------       ---------   -----------   --------   --------------   --------------
<S>                        <C>        <C>          <C>           <C>             <C>
Employee-related expenses
  Severance payments          $146        $ 90         $ 21          $111             $ 35
  Other benefits                67          47            3            50               17
Asset impairments
  Prop., plant, & equip.       120         120            -           120                -
Contractual obligations
  and other                     27          24            1            25                2
                              ----        ----         ----          ----             ----
Total                         $360        $281         $ 25          $306             $ 54
                              ====        ====         ====          ====             ====

Employee Reductions          2,700       2,620           56         2,676               24

During the fourth quarter of 2001, the Company  recorded a charge of $63 million
associated with the withdrawal  from several noncore  businesses and the closing
of one factory in the Duracell  segment.  The factory closure,  based on a study
that revealed  excess  worldwide  capacity,  resulted in the reduction of 170
employees.  The factory closure and the majority of the employee reductions were
completed in January  2002.  Details of the  activity in the 2001  restructuring
program follow.

<CAPTION>
2001 Restructuring Program
--------------------------
                                                                     Plan
                                         Activity     Current      Inception
                             Initial     Through      Quarter       Through          Balance
(Millions)                  Provision      2001      Activity    March 31, 2002   March 31, 2002
---------------------       ---------   -----------   --------   --------------   -------------
<S>                        <C>        <C>          <C>           <C>               <C>
Employee-related expenses
  Severance payments          $  3        $  -         $  2          $  2             $  1
Prop., plant, & equipment       23          23            -            23                 -
Contractual obligations
  and other                     37           7            2             9                28
                              ----        ----         ----          ----              ----
Total                         $ 63        $ 30         $  4          $ 34              $ 29
                              ====        ====         ====          ====              ====

Employee Reductions            170           -          137           137                33
</TABLE>
 <PAGE>

                                     PAGE 13
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Financial Information by Business Segment
-----------------------------------------
Net sales, profit (loss) from operations, adjusted profit (loss) from operations
for 2001  assuming  adoption  of SFAS 142 at January 1, 2001,  and  identifiable
assets for each of the Company's  business  segments are set forth below.  There
are no material intersegment revenues.
<TABLE>
<CAPTION>
                                         Net Sales
                                    ------------------
                                    Three Months Ended
                                          March 31
                                    -------------------
(Millions)                            2002        2001
                                     ------      ------
<S>                               <C>         <C>
Blades & Razors                      $  770      $  680
Personal Care                           178         170
Duracell                                332         343
Oral Care                               265         245
Braun                                   187         183
                                     ------      ------
   Total                             $1,732      $1,621
                                     ======      ======

<CAPTION>
                               Profit/(Loss) from Operations
                               ------------------------------
                                     Three Months Ended
                                           March 31
                                    -----------------------
(Millions)                            2002         2001          Amortization        2001
                                                As Reported       Adjustment      As Adjusted
                                     ------     -----------      ------------     -----------
<S>                               <C>         <C>                <C>             <C>
Blades & Razors                      $  288      $  231                 -             231
Personal Care                            11           8                 -               8
Duracell                                 (1)         38                 8              46
Oral Care                                53          50                 1              51
Braun                                     3          16                 -              16
                                     ------      ------            ------          ------
 Subtotal Reportable Segments           354         343                 9             352
 All Other                              (26)        (24)                -             (24)
                                     ------      ------            ------          ------
   Total                             $  328      $  319                 9             328
                                     ======      ======            ======          ======

</TABLE>
<PAGE>

<TABLE>

                                     PAGE 14
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



<CAPTION>
                                        Identifiable Assets
                                  -------------------------------
                                  Mar. 31,   Dec. 31,    Mar. 31,
(Millions)                          2002       2001        2001
                                  -------    -------     -------
<S>                             <C>        <C>        <C>
Blades & Razors                  $ 3,301     $ 3,195     $ 3,214

Personal Care                        546         515         541

Duracell                           2,738       2,932       2,969

Oral Care                          1,015         976         962

Braun                                945         963         987
                                 -------     -------     -------
Subtotal Reportable Segments       8,545       8,581       8,673

All Other                          1,278       1,365         971

Discontinued Operations                5          23          54

                                 -------     -------     -------
  Total                          $ 9,828     $ 9,969     $ 9,698
                                 =======     =======     =======
</TABLE>

<PAGE>
<TABLE>

                                     PAGE 15
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Computation of net income per common share
(Millions, except per share amounts)
------------------------------------------
<CAPTION>
                                             Three Months Ended
                                                  March 31
                                             ------------------
                                               2002      2001
                                               ----      ----
<S>                                           <C>       <C>
Net Income, as reported.................      $  223    $  182
                                              ======    ======
Adjusted net income, assuming the
  adoption of SFAS 142 for 2001 ........      $  223    $  188
                                              ======    ======



Common shares, basic ...................       1,056     1,054
Effect of dilutive securities:
    Stock options ......................           4         5
                                              ------    ------
Common shares, assuming full dilution          1,060     1,059
                                              ======    ======


Net Income per Common Share:

  Basic ................................      $  .21    $  .17
                                              ======    ======
  Assuming full dilution ........             $  .21    $  .17
                                              ======    ======


Adjusted Net Income per Common Share:

  Basic                                       $  .21    $  .18
                                              ======    ======
  Assuming full dilution                      $  .21    $  .18
                                              ======    ======
</TABLE>

As of March 31, 2002 and 2001,  32.6 million and 34.6  million  shares of common
stock  issuable  under stock  options,  respectively,  were not  included in the
calculation  of fully  diluted  earnings per share  because the option  exercise
price was above the  market  price.  Therefore,  the effect of  including  these
options in the calculation would have been anti-dilutive. <PAGE>
                                     PAGE 16
           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.

As explained in the  "Accounting  Pronouncements"  section of this document,  on
January  1, 2002,  the  Company  adopted  EITF 00-25  "Vendor  Income  Statement
Characterization  of  Consideration  to a  Purchaser  of a Vendor's  Products or
Services" and SFAS 142 "Goodwill and Other Intangible Assets."

The adoption of EITF 00-25  resulted in the following  reclassifications  in the
first  quarter  2001 income  statements:  net sales,  gross  profit and selling,
general and administrative  expenses were reduced by $142 million.  The adoption
of EITF 00-25 had no impact on profit  from  operations,  net income or earnings
per share.

SFAS 142 requires that goodwill and intangible  assets with indefinite  lives no
longer be amortized, but instead be tested for impairment, at least annually, in
accordance with the new impairment testing provisions of SFAS 142. Statement 142
also requires that  intangible  assets with estimable  useful lives be amortized
over their  respective  useful lives to their  estimated  residual  values,  and
reviewed for impairment in accordance  with FASB Statement 144,  "Accounting for
the  Impairment  or Disposal of Long Lived  Assets".  The Company  realized a $9
million reduction in selling,  general and administrative  expenses in the first
quarter of 2002 due to the implementation of SFAS 142.


First Quarter 2002 versus 2001
------------------------------

Total Company:  Sales for the quarter ended March 31, 2002,  were $1.73 billion,
an increase of 7% versus the same quarter of the prior year. Unfavorable foreign
exchange, most notably in Argentina,  Europe and Japan, reduced net sales by 3%.
Excluding the adverse effect of exchange,  sales increased 10%,  attributable to
favorable volume/mix, with pricing being flat for the quarter.

Blades and  Razors:  Sales of blades and razors  increased  13%,  while  profits
increased 24%, compared with the first quarter of last year. Without the adverse
effects of  exchange,  sales grew 17%.  Shipments  of the Mach3 and Gillette for
Women Venus shaving systems continued to be strong.  In addition,  first quarter
sales benefited from the unmatched blade  destocking  activity in 2001.  Profits
grew at a faster pace than sales in spite of higher marketing  spending,  due to
favorable product mix skewed towards systems and relatively flat overhead.

Duracell:  Sales of Duracell  decreased 3% and the product line generated a loss
of $1 million  during the  quarter.  Excluding  the adverse  effect of exchange,
sales  were 1% below  those of a year ago.  Volume  gains in North  America  and
Europe were offset by higher  year-over-year  promotional  expenditures  and the
ongoing  planned  shift in product mix from Ultra to Copper Top.  The  operating
loss was due primarily to stronger  promotional  support,  unfavorable sales mix
away from premium  Ultra to lower  margin  CopperTop,  a voluntary  retrieval of
certain  defective  hearing  aid  batteries  and  incremental  costs  related to
provisions for slow-moving and obsolete product.

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


Oral Care:  Oral Care sales were 8% above those of 2001, but would have been 11%
above last year's level without the impact of unfavorable exchange.  Profit from
operations  was up 6% from the prior  year.  The Power  Oral Care  business  had
strong growth,  due to sales of the 3D Excel  rechargeable  power  toothbrush in
North America,  incremental  battery powered  toothbrush market share and strong
rechargeable  increases in Asia.  The Manual Oral Care  business  also saw sales
increases,  due to sales of the  Exceed,  Vision  and  Classic  toothbrushes  in
developing  markets  and  strong  acceptance  of the new Oral B  Stages  line of
children's toothbrushes in North America and Europe.

Braun:  Sales of Braun were 2% higher than the prior year.  Excluding  exchange,
sales were 6% higher than the prior year.  Sales growth was primarily  driven by
the successful launch of the Flex XP washable shaver in Japan,  strong growth of
female  hair  removal  products  in  Asia,  and  increased  sales  of  household
appliances in Europe,  due to the opportunity  created by a competitor going out
of  business.  Profit  was down  substantially,  due to  significant  growth  in
marketing  spending  and  unfavorable   product  mix  that  reflected  a  higher
proportion of household appliance sales.

Personal  Care:  Personal Care sales  increased 5% over those of a year ago, and
would have  increased  7% without the  adverse  effect of  exchange.  Growth was
driven  by a sharp  sales  increase  in North  America,  where  the  PowerStripe
antiperspirant/deodorant  line was  introduced,  as well as a  reformulated  and
redesigned line of Gillette Series men's grooming products.  Sales were lower in
Latin  America,  due  to the  struggling  economy  in  Argentina  and  increased
competitive  pressures  in  Colombia  and  Brazil,  which  affected  volumes and
pricing.  Higher  volumes  and  savings  from  cost  reduction  efforts,  offset
partially  by  higher  advertising  and  promotion  costs  associated  with  new
launches, increased profits significantly in the first quarter.


Costs and Expenses
------------------
Gross  Profit for the quarter  was $1.04  billion,  slightly  higher than in the
prior year. Gross profit as a percentage of sales was 59.9%, compared with 61.6%
in the prior year,  largely reflecting higher  year-over-year  trade spending at
Duracell  which  depressed  sales prices and a shift in product mix in Braun and
Duracell.

Selling,  general and administrative  expenses increased by $31 million,  or 5%,
reflecting  increases in advertising and sales  promotion.  The majority of what
remains  in sales  promotion  after  the  adoption  of EITF  00-25 are the costs
associated with physical displays and selling  materials.  Advertising and sales
promotion combined grew 16% from the prior year.  Advertising as a percentage of
sales  increased  to 7.9% from  7.2% in the  prior  year.  Other  marketing  and
administrative  expenses were  comparable to the prior year in terms of dollars,
and  decreased as a  percentage  of sales to 29.0% from 30.8% in the prior year.
The  adoption  of SFAS 142  reduced  amortization  expense  by $9 million in the
quarter.

Profit from operations was $328 million,  up 3%, versus $319 million a year ago,
but declined as a percentage of sales to 18.9%, versus 19.7% in the prior year.

Net interest  expense was lower,  due to lower interest rates year over year and
our  strong  cash  flow.  The net  effect  of  exchange  was  favorable,  versus
unfavorable in the prior year, due to transactional gains in dollar-based assets
held by  countries  whose  currency  deteriorated.  The  effective  tax rate was
comparable to the prior year.

Net income of $223  million  was 23% higher than the $182  million in 2001.  Net
income  per common  share of $.21,  basic and fully  diluted,  was 24% above the
$.17,  basic and fully  diluted,  of 2001.  On an adjusted  basis,  assuming the
adoption  of SFAS 142 on Jan.  1, 2001,  net income was 19% higher than the $188
million in 2001. Net income per common share,  basic and fully diluted,  was 17%
above the $.18, basic and fully diluted, on an adjusted basis in 2001. <PAGE>

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


Financial Condition
-------------------

Cash provided by operations is the Company's  primary source of funds to finance
operating needs,  capital  expenditures and dividend payments.  During the three
months ended March 31,  2002,  the Company  generated  $260 million in cash from
operations,  compared  with $509  million  in the same  period  last  year.  The
decrease was primarily  due to $196 million  related to funding of the Company's
pension plans,  primarily in Germany.  The pension  funding offset the impact of
continued working capital improvements and reduced capital spending, so that net
debt (total debt net of associated swaps, less cash and cash equivalents)  ended
at $3.3 billion at March 31, 2002, in line with the December 31, 2001 balance.

The  Company's  long-term  credit  ratings of AA- from Standard & Poor's and Aa3
from Moody's and  commercial  paper ratings of A1+ from Standard & Poor's and P1
from Moody's have reduced our borrowing  costs.  The Company's  commercial paper
program is supported by a $1.65 billion, 364-day revolving bank credit agreement
expiring on October 15, 2002, and other sources of liquidity. The revolving bank
credit agreement includes various covenants,  including a covenant that requires
an earnings  to interest  expense  ratio above 6.5X for the four  quarters  then
ended at each quarter end. At March 31, 2002,  the interest  coverage  ratio was
12.7X. The Company believes it has sufficient alternative sources of higher cost
funding  available to replace its  commercial  paper program,  if necessary.  At
March 31,  2002,  there  was  $1.84  billion  outstanding  under  the  Company's
commercial paper program, compared with $1.97 billion at the end of 2001.

On March 6, 2002, the Company issued $350 million U.S. dollar  denominated  4.0%
notes,  due June 2005.  The proceeds  from the debt issuance were used to reduce
commercial paper borrowings. On April 16, 2002, the Company filed a $1.5 billion
shelf registration  statement with the Securities and Exchange Commission to use
for future  offerings of debt  securities.  When the  registration  statement is
declared  effective,  the Company may issue debt  securities  from time to time,
depending on prevailing market conditions.  It is currently anticipated that the
proceeds  from the sale of any debt  securities  under  the  shelf  registration
statement will be used to repay  commercial  paper  borrowings and replace other
maturing  debt,  although  the  proceeds  may also be used for  other  corporate
purposes.
<PAGE>
                                     PAGE 19
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Restructuring and Asset Impairments
-----------------------------------

On December  18, 2000,  the Company  announced a  restructuring  program and the
impairment  of certain  intangible  assets.  This  resulted in a  fourth-quarter
charge to operations  of $572 million ($430 million after taxes,  or $.41 in net
income  per  common  share,  fully  diluted).  The  worldwide  restructuring  of
operations improved the Company's operating  efficiency,  streamlined the supply
chain and further  decreased  costs.  The program  budgeted a net  reduction  of
approximately 2,700 employees across all business functions, operating units and
geographies. The charge for impaired intangible assets was $212 million to write
down $157  million of  acquired  goodwill  relating to the  Thermoscan  personal
diagnostic  appliance  brand in the Braun  segment  and $55  million of acquired
goodwill and identifiable  intangible assets for certain national battery brands
in the Duracell segment.

The charge for the  restructuring  program was $360 million,  and payments under
the program continued throughout the first quarter of 2002.

Pretax  cash  outlays  for the  restructuring  program  were  estimated  at $240
million.  Cash  severance  payments  will  continue  in 2002,  mainly due to the
severance payment deferral options available to terminated  employees.  At March
31, 2002,  remaining cash outlays were $54 million,  which will occur  primarily
this year. Pretax savings from the program were $25 million in the first quarter
of 2002 and will be approximately $135 million for the year.

The noncash  charges for the  restructuring  program  were $120  million for the
write-down to disposal value of factories and distribution  centers,  as well as
the  write-off  of  manufacturing,  distribution  and office  equipment  assets.
Revenue-generating  activities  continued until the affected  facilities  ceased
operations.  Equipment was disposed of, and  buildings  have been either sold or
are held for sale.  The extent of the  impairment  was based on discounted  cash
flow  analyses  for the  operating  period up until  closure and  included in an
estimate of residual value.

Under the guidance of the new Chief Executive  Officer,  the Company revised the
restructuring  program in 2001 as the result of adoption of a new  strategy  for
the Personal Care segment,  which included establishing a separate Personal Care
Global  Business  Management  unit as part of the  Company's  reemphasis  on the
category.  This change in  strategy  also led to the  decision  not to close one
major factory dedicated to personal care manufacturing. Minor modifications were
also made to certain  other  programs,  including  the decision not to close two
small  factories.  This  resulted  in a pretax  reduction  in the  2000  reserve
provision of  approximately  $33 million.  In addition,  the Company  recorded a
pretax recovery of approximately $22 million, reflecting better than anticipated
results relating to the closing of other factories.

During the fourth quarter of 2001, the Company  recorded a charge of $63 million
associated  with planned new actions;  the withdrawal from several minor noncore
businesses  and the  cessation  of  operations  in one  factory in the  Duracell
segment.  The factory  closure,  based on a study that showed  excess  worldwide
capacity,  resulted in the reduction of 170  employees.  Pretax savings from the
program  were less than $1  million  in the  first  quarter  of 2002 and will be
approximately $6 million for the year 2002.

<PAGE>

                                     PAGE 20
                           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  that  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
--------------------
Certain  statements  that  Gillette  may  make  from  time  to  time,  including
statements  contained in this report,  constitute  "forward-looking  statements"
under the federal securities laws.  Forward-looking statements may be identified
by words such as "plans,"  "expects,"  "believes,"  "anticipates,"  "estimates,"
"projects,"  "will" and other words of similar meaning used in conjunction with,
among  other  things,   discussions  of  future  operations,   acquisitions  and
divestitures,  financial  performance,  Gillette's strategy for growth,  product
development and new product launches, market position and expenditures.

Forward-looking  statements are based on current  expectations of future events,
but actual  results  could vary  materially  from  Gillette's  expectations  and
projections.  Investors  are  cautioned  not  to  place  undue  reliance  on any
forward-looking  statements.  Gillette  assumes  no  obligation  to  update  any
forward-looking statements. Gillette cautions that historical results should not
be relied upon as indications of future performance.

Factors  that  could  cause  actual  results  to differ  materially  from  those
expressed in any  forward-looking  statement made by, or on behalf of,  Gillette
include the following, some of which are described in greater detail below:

- the pattern of Gillette's sales,  including  variations in sales volume within
  periods;
- consumer  demands and  preferences  including  the  acceptance  by  Gillette's
  customers and consumers of new products and line extensions;
- the mix of products sold;
- Gillette's  ability to control  its internal costs and  the cost of  materials
  and services;
- competitive  factors  including the prices,  promotional  incentives and trade
  terms of Gillette's products and the response of its customers and competitors
  to changes in these factors;
- technological  advances by  Gillette  and/or its  competitors;
- new patents granted to Gillette and/or its competitors;
- changes in exchange rates in one or more of Gillette's geographic markets;
- changes in accounting policies;
- acquisition and divestiture activities; or
- the impact of general  economic  conditions  in the United States and in other
  countries in which Gillette currently does business.


Competitive Environment
-----------------------
Gillette  experiences  intense  competition  for sales of its  products  in most
markets. Gillette's products compete with widely advertised, well-known, branded
products,  as well as private label products,  which typically are sold at lower
prices. In most of its markets,  Gillette has major  competitors,  some of which
are larger and more  diversified  than  Gillette.  Competitive  activity  within
Gillette's markets,  including advertising,  pricing,  promotion and new product
introductions,  and new  entrants  into these  markets,  can  affect  Gillette's
results in any given period.


<PAGE>
                                     PAGE 21
                           PART II. OTHER INFORMATION


Changes in Technology and New Product Introductions
---------------------------------------------------
In most product  categories in which  Gillette  competes,  there are  continuous
technological  changes  and  frequent  introductions  of new  products  and line
extensions.  Gillette's  ability to  successfully  introduce new products and/or
extend lines of existing products will depend on, among other things, Gillette's
ability to identify changing consumer tastes and needs,  develop new technology,
differentiate its products and gain market acceptance of new products.  Gillette
cannot be certain that it will successfully achieve these goals.

With respect  specifically to primary alkaline batteries,  category growth could
be adversely affected by the following additional factors:

- technological or design changes in portable  electronic and other devices that
  use batteries as a power source;
- continued improvement in the service life of primary batteries;
- improvements in rechargeable battery technology; and
- the development of new battery technologies.


Intellectual Property
---------------------
Gillette relies upon patent,  copyright,  trademark and trade secret laws in the
United States and in other  countries to establish and maintain its  proprietary
rights in technology,  products and Gillette's brands.  Gillette's  intellectual
property  rights,  however,  could be challenged,  invalidated or  circumvented.
Gillette does not believe that its products  infringe the intellectual  property
rights of  others,  but such  claims,  if they are  established,  can  result in
material liabilities or loss of business.

Cost Savings Strategy
---------------------
Gillette has  implemented a number of programs  designed to reduce  costs.  Such
programs will require,  among other things, the consolidation and integration of
facilities,  functions, systems and procedures, all of which present significant
management  challenges.  There can be no  assurance  that such  actions  will be
accomplished  as rapidly as anticipated or that the full extent of expected cost
reductions will be achieved.

Sales and Operations Outside of the United States
-------------------------------------------------
Sales outside of the United States represent a substantial portion of Gillette's
business.  In addition,  Gillette has a number of  manufacturing  facilities and
suppliers  located  outside of the United  States.  Accordingly,  the  following
factors could adversely affect operating results in any reporting period:

- changes in political or economic conditions;
- trade protection measures;
- import or export licensing requirements;
- the overlap of different tax structures;
- unexpected changes in regulatory requirements or tax laws; or
- longer payment cycles in certain countries.

Gillette is also exposed to foreign  currency  exchange  rate risk to its sales,
profits,  and assets and  liabilities  denominated in currencies  other than the
U.S.  dollar.  Although  Gillette  uses  instruments  to hedge  certain  foreign
currency risks (through foreign currency forward,  swap and option contracts and
non-U.S.  dollar  denominated  financings) and is implicitly  hedged through its
foreign manufacturing  operations,  there can be no assurance that Gillette will
be fully protected against foreign currency fluctuations.



<PAGE>
                                     PAGE 22
                           PART II. OTHER INFORMATION


Retail Environment
------------------
With the  growing  trend  towards  retail  trade  consolidation,  especially  in
developed markets such as the United States and Europe, Gillette is increasingly
dependent upon key retailers whose bargaining strength is growing.  Accordingly,
Gillette  faces  greater  pressure  from retail trade  customers to provide more
favorable trade terms.

Gillette  can be  negatively  affected by changes in the  policies of its retail
trade customers,  such as inventory  destocking,  limitations on access to shelf
space  and  other  conditions.   Many  of  Gillette's  customers,   particularly
Gillette's  high-volume  retail trade  customers,  have  engaged in  accelerated
efforts to reduce inventory  levels and shrinkage and change inventory  delivery
systems.  While Gillette expects the level of trade inventory of its products to
decline  over  time,  the speed and  magnitude  of such  reductions  and/or  the
inability of Gillette to develop  satisfactory  inventory delivery systems could
adversely affect operating results in any reporting period.

<PAGE>

                                     PAGE 23
                           PART II. OTHER INFORMATION



Item 6(a)  Exhibits


Exhibit 3

(a) The Bylaws of The  Gillette  Company,  as amended  March 14,  2002,  filed
    herewith.


Exhibit 4
(a) Indenture,  dated as of March 6, 2002, between The Gillette Company and Bank
    One, N.A., filed as Exhibit 4.1 to The Gillette Company Registration
    Statement  on Form  S-4,  dated  April  16,  2002,  Registration  Statement
    No. 333-86334, incorporated by reference herein.

(b) Indenture, dated as of April 11, 2002, between The Gillette Company and Bank
    One, N.A., filed as Exhibit 4 to The Gillette Company Registration
    Statement  on Form  S-3,  dated  April  16,  2002,  Registration  Statement
    No. 333-86336, incorporated by reference herein.


Exhibit 12

(a) Statement Regarding Computation of Ratio of Earnings to Fixed Charges,
    filed herewith.

Item 6(b)  Reports on Form 8-K

None.

<PAGE>

                                     PAGE 24
                                    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)


/s/ Claudio E. Ruben
Claudio E. Ruben
Vice President, Controller
and Principal Accounting Officer

May 14, 2002