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, 2001           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 11, 2001  . . . . . . . . . . . . . . . . 1,054,518,300



<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
                                                       ------------------
                                                         2001      2000
                                                         ----      ----
<S>                                                  <C>       <C>

Net Sales ..........................................   $ 1,763    $ 1,889
Cost of Sales ......................................       623        706
                                                       -------    -------
  Gross Profit .....................................     1,140      1,183

Selling, General and Administrative Expenses .......       821        741
                                                       -------    -------
  Profit from Operations ...........................       319        442

Nonoperating Charges (Income):
  Interest income ..................................        (1)        (1)
  Interest expense .................................        45         49
  Exchange .........................................        13          8
  Other charges - net ..............................        (2)        (3)
                                                       -------    -------
                                                            55         53
                                                       -------    -------
Income from Continuing Operations before Income Taxes      264        389

Income Taxes .......................................        82        129
                                                       -------    -------
Income from Continuing Operations ..................       182        260

Income (Loss) from Discontinued Operations, net of tax       -         (2)
                                                       -------    -------
  Net Income .......................................   $   182    $   258
                                                       =======    =======

Net Income per Common Share, basic
  Continuing Operations ...........................    $   .17    $   .24

  Discontinued Operations ..........................         -          -
                                                       -------    -------
  Net Income .......................................   $   .17    $   .24
                                                       =======    =======

Net Income per Common Share, assuming full dilution
  Continuing Operations ............................   $   .17    $   .24

  Discontinued Operations ..........................         -          -
                                                       -------    -------
  Net Income .......................................   $   .17    $   .24
                                                       =======    =======

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

Weighted average number of common shares outstanding
  Basic ............................................     1,054      1,056
  Assuming full dilution ...........................     1,059      1,074
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
                                     PAGE 2
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEET
                                     ASSETS
                                   (Millions)

<CAPTION>


                                                       March 31,    December 31,
                                                         2001           2000
                                                     ------------   ------------
                                                      (Unaudited)
<S>                                                    <C>            <C>
Current Assets:
  Cash and cash equivalents ..........................   $    53      $    62
  Trade receivables, less allowances 2001, $66;
    2000, $81                                              1,353        2,128
  Other receivables ..................................       349          378
  Inventories:
     Raw materials and supplies ......................       141          153
     Work in process .................................       226          194
     Finished goods ..................................     1,064          815
                                                         -------      -------
       Total Inventories .............................     1,431        1,162
  Deferred income taxes ..............................       568          566
  Other current assets ...............................       278          197
  Net assets of discontinued operations...............        54          189
                                                         -------      -------
       Total Current Assets ..........................     4,086        4,682
                                                         -------      -------

Property, Plant and Equipment, at cost ...............     5,787        5,866
Less accumulated depreciation ........................     2,296        2,316
                                                         -------      -------
       Net Property, Plant and Equipment .............     3,491        3,550
                                                         -------      -------

Intangible Assets, less accumulated amortization .....     1,540        1,574

Other Assets .........................................       581          596
                                                         -------      -------

                                                         $ 9,698      $10,402
                                                         =======      =======
</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,
                                                         2001          2000
                                                     ------------   ------------
                                                      (Unaudited)
<S>                                                <C>                <C>
Current Liabilities:
  Loans payable ....................................   $  1,954       $  2,195
  Current portion of long-term debt ................        746            631
  Accounts payable .................................        412            402
  Accrued liabilities ..............................      1,380          1,773
  Dividends payable ................................          -            171
  Income taxes .....................................        416            299
                                                       --------       --------
     Total Current Liabilities .....................      4,908          5,471
                                                       --------       --------

Long-Term Debt .....................................      1,404          1,650
Deferred Income Taxes ..............................        435            450
Other Long-Term Liabilities ........................        730            767
Minority Interest ..................................         43             41

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

Stockholders' Equity:
  Common stock, par value $1.00 per share:
    Authorized 2,320 shares
    Issued: 2001, 1,366 shares; 2000, 1,365 shares .      1,366          1,365
  Additional paid-in capital .......................        992            973
  Earnings reinvested in the business ..............      6,035          5,853
  Accumulated other comprehensive income ...........     (1,362)        (1,314)
  Treasury stock, at cost: 2001, 312 shares;
            2000, 312 shares .......................     (4,952)        (4,953)
                                                       --------       --------
          Total Stockholders' Equity ...............      2,079          1,924
                                                       --------       --------
                                                       $  9,698       $ 10,402
                                                       ========       ========
</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
                                                            -----------------
                                                            2001         2000
                                                            ----         ----
<S>                                                     <C>         <C>
Operating Activities

    Net income from continuing operations                  $ 182        $ 260
    Adjustments to reconcile income to net
    cash provided by operating activities:
      Depreciation and amortization ................         124          117
      Other ........................................          (2)           6
      Changes in assets and  liabilities,  excluding
      effects of acquisitions and divestitures:
        Accounts receivable ........................         732          653
        Inventories ................................        (301)        (190)
        Accounts payable and accrued liabilities ...        (236)        (358)
        Other working capital items ................          14           (4)
        Other noncurrent assets and liabilities ....          (4)         (26)
                                                           -----        -----
          Net cash provided by operating activities          509          458
                                                           -----        -----
Investing Activities

    Additions to property, plant and equipment .....        (157)        (206)
    Disposals of property, plant and equipment .....          24           66
    Other ..........................................          (2)          (1)
                                                           -----        -----
         Net cash used in investing activities .....        (135)        (141)
                                                           -----        -----
Financing Activities

    Purchase of treasury stock .....................           -         (790)
    Proceeds from sale of put options ..............           4            9
    Proceeds from exercise of stock option and
         purchase plans ............................          13            6
    Proceeds from long-term debt ...................           -            -
    Repayment of long-term debt ....................         (56)         (51)
    Increase (Decrease) in loans payable ...........        (228)         526
    Dividends paid .................................        (171)        (158)
    Settlements of debt-related derivative contracts         (38)          80
                                                           -----        -----
         Net cash used in financing activities .....        (476)        (378)
                                                           -----        -----
Effect of Exchange Rate Changes on Cash ............          (1)          (1)
Net Cash Provided by Discontinued Operations........          94           83
                                                           -----        -----
Increase (Decrease) in Cash and Cash Equivalents ...          (9)          21
Cash and Cash Equivalents at Beginning of Year .....          62           80
                                                           -----        -----
Cash and Cash Equivalents at End of Quarter ........       $  53        $ 101
                                                           =====        =====
Supplemental disclosure of cash paid (refund) for:

    Interest .......................................       $  63        $  50
    Income taxes ...................................       $  (1)       $  37

</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
                                         ------------------
                                           2001       2000
                                           ----       ----

Net Income                                $ 182     $  258

  Other Comprehensive Income, net of tax:
  Foreign Currency Translation              (43)       (13)
  Cash Flow Hedges                           (5)         -
                                           ----       ----

Comprehensive Income                      $ 134     $  245
                                           ====       ====

Foreign currency translation is after unfavorable tax effects for three months
of $62 million in 2001 and $32 million in 2000.

Accumulated Other Comprehensive Income

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

<TABLE>
<CAPTION>
                                                                    Accumulated
                              Foreign                                  Other
                              Currency      Pension     Cash Flow  Comprehensive
                             Translation   Adjustment     Hedges      Income
                             -----------   ----------   ---------   ------------

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

Balance December 31, 2000      $(1,280)    $   (34)    $   -           $(1,314)
Change in period                   (43)        -            (5)            (48)
                               -------     -------     -------         -------
Balance March 31, 2001         $(1,323)    $   (34)    $    (5)        $(1,362)

                               =======     =======     =======         =======

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

<PAGE>

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


Accounting Comments
-------------------
Reference is made to the registrant's 2000 Annual Report to stockholders,  which
contains,  at page 24 through 45, financial statements and the notes thereto, of
the  registrant's  Annual  Report on Form 10-K for the year ended  December  31,
2000.

On December 29, 2000,  the sale of the  Stationery  Products  business to Newell
Rubbermaid,  Inc.  was  finalized,  and  the  segment  is  accounted  for  as  a
discontinued  operation.  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.

Shipping and  handling  costs of $33 million in 2001 and $36 million in 2000 are
included  in selling,  general  and  administrative  expenses,  consistent  with
ongoing practice.

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 2001
presentations.

Accounting Pronouncements
-------------------------
In May 2000, the Financial  Accounting  Standards  Board's  Emerging Issues 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. The Company adopted the consensus
in the first  quarter  of 2001.  The  adoption  of EITF  00-14  resulted  in the
following  reclassifications  in the first  quarter 2000 income  statement:  net
sales was reduced by $18 million; cost of sales was increased by $9 million; and
selling,  general and administrative expenses were decreased by $27 million. The
reclassifications  have no impact  on  profit  from  operations,  net  income or
earnings per share.

In January 2001, the Financial Accounting Standards Board's Emerging Issues Task
Force (EITF) reached a consensus on Issue No. 00-22,  "Accounting for Points and
Certain Other  Time-Based or Volume-Based  Sales Incentive Offers and Offers for
Free  Products or Services to be Delivered in the Future."  EITF 00-22  requires
that  certain  volume  rebates to  customers  be  classified  as a reduction  of
revenue.  The consensus  was  effective  for the first quarter of 2001,  and its
impact on the consolidated financial statements was not material.

In April 2001, the Financial  Accounting  Standards Board's Emerging Issues Task
Force (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." This issue addresses the income statement classification of "slotting
fees," cooperative  advertising  arrangements and "buydowns." The consensus will
require that certain customer promotional payments that are currently classified
as marketing  expenses be  classified  as a reduction  of revenue.  Although the
impact of EITF 00-25 on the  consolidated  financial  statements  is still being
evaluated, its adoption is expected to result in a significant adjustment to net
sales and sales  promotion  expense.  The  adoption  of EITF  00-25 will have no
impact on profit from operations,  net income or earnings per share. The Company
will adopt EITF 00-25 no later than January 1, 2002.
<PAGE>
                                     PAGE 7
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Derivatives and Hedging Activities
-----------------------------------
Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standard  (SFAS) No. 133,  "Accounting  for Derivative  Instruments  and Hedging
Activities,"  as amended,  which  requires that all  derivative  instruments  be
reported on the balance sheet at fair value.  The cumulative  effect of adopting
SFAS 133 as of January 1, 2001,  was not material to the Company's  consolidated
financial statements.

The Company is subject to market risks, such as changes in currency and interest
rates,  that  arise from  normal  business  operations.  The  Company  regularly
assesses these risks and has established  business strategies to provide natural
offsets,  supplemented by the use of derivative financial instruments to protect
against the adverse  effects of these and other  market  risks.  The Company has
established clear policies,  procedures and internal controls  governing the use
of  derivatives  and  does  not  use  them  for  trading,  investment  or  other
speculative purposes.

The Company uses derivative  contracts to efficiently  structure its debt in the
desired  currencies  and  mix of  fixed  to  floating  interest  rates.  Forward
contracts  effectively  convert U.S.  dollar  borrowings  into  non-U.S.  dollar
obligations,  primarily in  currencies  with low interest  rates.  These forward
contracts along with certain direct non-U.S. dollar borrowings are designated as
hedges  of the  currency  changes  on the  Company's  foreign  net  investments.
Currency  effects of the net  investment  hedges are reflected as a component of
foreign  currency  translation  adjustments in accumulated  other  comprehensive
income and produced a $55 million aftertax gain for the three months ended March
31, 2001. Interest effects of these hedges are reported in interest expense.

The Company uses  primarily  floating rate debt in order to match interest costs
to the impact of inflation on earnings.  The Company manages its mix of fixed to
floating  rate debt by  entering  into  interest  rate  swaps and  forward  rate
agreements.  The  interest  rate  swaps are  designated  as fair  value  hedges,
effectively converting certain fixed rate debt into variable rate debt. The fair
values of both the swaps and the debt are recorded as equal and offsetting gains
and losses in interest expense. As these hedges are 100% effective,  there is no
current impact on earnings due to hedge ineffectiveness.

The forward rate  agreements  are  designated  as cash flow hedges,  effectively
fixing certain variable  interest  payments.  Aftertax net losses of $ 2 million
($3 million  pretax),  were  deferred in other  comprehensive  income during the
quarter.  All deferred  amounts will be reclassified  into interest expense over
the next 12 months in the  period  during  which the  hedged  variable  interest
payments are recognized.  Ineffective  amounts had no impact on earnings for the
three months ended March 31, 2001.

The  Company  also  enters  into  commodity  swaps to fix the  price of  certain
forecasted  purchases of raw material used in the manufacturing  process.  These
swaps are designated as cash flow hedges. Changes in fair values are included in
other comprehensive  income to the extent effective,  and reclassified into cost
of sales in the period  during which the hedged  transaction  affects  earnings.
Total aftertax  losses deferred in other  comprehensive  income during the three
months  ended  March  31,  2001,  including  the  cumulative  effect  change  in
accounting  principle  upon  adoption  of SFAS 133,  was $2 million  ($3 million
pretax).  All deferred amounts will be reclassified  into earnings over the next
12 months.  Ineffective  amounts had no impact on earnings  for the three months
ended March 31, 2001.

Most  of the  Company's  transactional  exchange  exposure  is  managed  through
centralized  cash management and  re-invoicing.  The Company hedges net residual
transactional exchange exposures,  principally  intercompany  balances,  through
forward contracts that are recorded at fair value on the balance sheet.  Changes
in fair value are recorded in  nonoperating  charges and offset gains and losses
resulting from the underlying exposures.
<PAGE>
                                     PAGE 8
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The Company also uses derivatives to hedge equity-linked  employee compensation.
The Company fixes the cost of certain employee  compensation  expenses linked to
its stock  price by  entering  into  equity  swap and  option  contracts.  These
contracts are recorded at fair value on the balance sheet. Changes in fair value
are  recorded in profit from  operations  and offset the changes in the value of
the underlying liabilities.

Advertising
-----------
The  advertising  expense  detailed  below is included  in selling,  general and
administrative  expenses. First quarter 2000 advertising has been reduced by $22
million, compared with the previously reported $116 million, as a result of EITF
00-14, as explained in the Accounting Pronouncements note.
<TABLE>
<CAPTION>
                               Three Months Ended
                                    March 31
                              ------------------
                                2001       2000
                                ----       ----
<S>                           <C>       <C>
Net Sales ................     $ 1,763   $ 1,889
Advertising ..............         117        94
   % of Net Sales ........         6.7%      5.0%

</TABLE>

Restructuring and Asset Impairment
----------------------------------
On December 18, 2000, the Company announced a restructuring program and impaired
certain  intangible  assets.  The charge for the restructuring  program was $360
million,  and activity  under the program will  continue  throughout  2001.  The
charge for the impaired  intangible  assets was $212 million and was recorded in
the fourth quarter of 2000. The restructuring program will significantly improve
the  Company's  operating  efficiency,  streamline  the supply chain and further
decrease  costs.  In accordance  with EITF Issue 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).  Specific program  activities include  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  will result in the  closure of eight  factories  and 13
distribution centers,  affecting all business segments, and in the net reduction
of approximately 2,700 employees across all business functions,  operating units
and geographies.  The reduction will consist of 1,430 variable manufacturing and
distribution  employees and 1,270  executive,  professional  and  administrative
staff. All employee reductions are planned for 2001, and pretax cash outlays are
estimated  at  approximately  $235  million.  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.

The restructuring program included a write-down of approximately $125 million to
the carrying  amount of factories,  as well as the  write-off of  manufacturing,
distribution and office equipment  assets.  Until the affected  facilities cease
operations,  revenue-generating activities will continue. Thus, these assets are
considered  assets to be held and used under SFAS 121.  Asset  disposals will be
completed during 2001. Buildings that are owned will be sold, and equipment will
be disposed of through sale or abandonment. 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.
<PAGE>
                                     PAGE 9
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Details of the restructuring  program charge follow.  The other benefits portion
of   employee-related   expenses,   shown  below,   includes  fringe   benefits,
outplacement fees and special termination benefits related to pensions.
<TABLE>
<CAPTION>
                                                                  Plan
                                         Activity    Current    Inception
                             Initial      Through    Quarter     Through
(Millions)                  Provision   Dec.31,2000  Activity   Mar.31,2001    Balance
---------------------       ---------   -----------  --------   -----------   --------
<S>                        <C>        <C>          <C>        <C>           <C>

Employee-related expenses
  Severance payments          $146       $  -         $  3         $  3         $143
  Other benefits                67          -            -            -           67
Asset impairments
  Prop., plant, & equip.       120        120            -          120            -
Contractual obligations
  and other                     27          -            -            -           27
                              ----       ----         ----         ----         ----
Total                         $360       $120         $  3         $123         $237
                              ====       ====         ====         ====         ====

</TABLE>

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, 2000, the Company  repurchased 94
million shares in the open market for $4,084 million.  There were no repurchases
in the first  quarter of 2001.  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 2001,  the Company  continued to sell equity put options as an enhancement to
its ongoing share repurchase program and collected $4 million in premiums during
the quarter  ended March 31,  2001.  These  options  provide the Company with an
additional  opportunity to supplement  open-market purchases of its common stock
if the options  expire "in the money" (the option  strike  price is greater than
the  closing  price  for  Gillette  common  stock on the  expiration  date).  In
addition, the premiums received are a source of funding for share purchases. The
options are exercisable only on the last day of their term. The Company,  at its
discretion, may elect to settle by paying net cash or by purchasing the shares.

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

At March 31,  2001,  the  outstanding  put options had strike  prices which were
greater  than the closing  price for  Gillette  common  stock on March 31, 2001.
Those  options  were  therefore  "in the  money."  Although  the options are not
excercisable  until a future date,  the "in the money"  obligation  at March 31,
2001, was $5 million.


 <PAGE>

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


Financial Information by Business Segment
-----------------------------------------
Net sales,  profit from operations and assets for each of the Company's business
segments are set forth below. There are no material intersegment revenues. A new
"Oral Care" segment has replaced the previous "Oral-B  Products"  segment.  Oral
Care contains all manual oral care  products  previously  included  under Oral-B
Products,  plus Braun Oral-B power oral care products previously included in the
"Braun"  segment.  The new Braun segment  contains all remaining Braun products:
male and female hair removal;  household and hair care appliances;  and personal
diagnostic  devices,  including ear  thermometers  and blood pressure  monitors.
Prior year figures have been adjusted to reflect the change.
<TABLE>
<CAPTION>
                                          Net Sales
                                    -------------------
                                    Three Months Ended
                                          March 31
                                    -------------------
(Millions)                            2001        2000
                                     ------      ------
<S>                               <C>         <C>
Blades & Razors                      $  723      $  713
Toiletries                              184         225
Duracell                                397         462
Oral Care                               267         259
Braun                                   192         230
                                     ------      ------
   Total                             $1,763      $1,889
                                     ======      ======

<CAPTION>
                               Profit/(Loss) from Operations
                                    -------------------
                                    Three Months Ended
                                          March 31
                                    -------------------
(Millions)                            2001        2000
                                     ------      ------
<S>                               <C>         <C>
Blades & Razors                      $  231      $  268
Toiletries                                8          34
Duracell                                 38          74
Oral Care                                50          54
Braun                                    16          23
                                     ------      ------
 Subtotal Reportable Segments           343         453
 All Other                              (24)        (11)
                                     ------      ------
   Total                             $  319      $  442
                                     ======      ======
</TABLE>
<PAGE>

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


<TABLE>
<CAPTION>
                                              Identifiable Assets
                                  -------------------------------------------
                                  Mar. 31,   Dec. 31,    Mar. 31,    Dec. 31,
(Millions)                          2001       2000        2000        1999
                                  -------    -------     -------     -------
<S>                             <C>        <C>        <C>        <C>
Blades & Razors                  $ 3,214     $ 3,740     $ 3,541     $ 3,532

Toiletries                           541         538         652         696

Duracell                           2,969       3,304       3,086       3,310

Oral Care                            962         901         930       1,075

Braun                                987       1,078       1,210       1,190
                                 -------     -------     -------     -------
Subtotal Reportable Segments       8,673       9,561       9,419       9,803

All Other                            971         652         673         809

Discontinued Operations               54         189       1,090       1,174

                                 -------     -------     -------     -------
  Total                          $ 9,698     $10,402     $11,182     $11,786
                                 =======     =======     =======     =======

</TABLE>

<PAGE>

                                     PAGE 12
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   COMPUTATION OF NET INCOME PER COMMON SHARE
                      (Millions, except per share amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                             Three Months Ended
                                                  March 31
                                             ------------------
                                               2001      2000
                                               ----      ----
<S>                                           <C>       <C>
Income from Continuing Operations.......      $  182    $  260
Less:  Preferred stock dividends .......           -         1
                                              ------    ------
Income from Continuing Operations, basic      $  182    $  259
Effect of dilutive securities:
    Convertible preferred stock ........           -         1
                                              ------    ------
Income from Continuing Operations,
    assuming full dilution .............      $  182    $  260
                                              ======    ======


Common shares, basic ...................       1,054     1,056
Effect of dilutive securities:
    Convertible preferred stock ........           -        11
    Stock options ......................           5         7
                                              ------    ------
Common shares, assuming full dilution          1,059     1,074
                                              ======    ======

Income from Continuing Operations
    per Common Share:

  Basic ................................      $  .17    $  .24
                                              ======    ======

  Assuming full dilution ...............      $  .17    $  .24
                                              ======    ======
</TABLE>


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


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


First Quarter 2001 versus 2000
------------------------------

Total Company: Sales for the quarter ended March 31, 2001, were $1.76 billion, a
decline of 7% versus the same  quarter of the prior  year.  Unfavorable  foreign
exchange,  most notably the European and Asian currencies,  reduced net sales by
five percent.  Excluding the adverse  effects of exchange,  sales  decreased 2%,
attributable  to  unfavorable  volume/mix of 3%,  partially  offset by favorable
pricing of 1%.  Last  year's  divestiture  of the White Rain hair care  business
contributed 1% of the unfavorable volume/mix amount.

A new "Oral Care" segment has replaced the previous "Oral-B  Products"  segment.
Oral Care  contains  all manual oral care  products  previously  included  under
Oral-B Products,  plus Braun Oral-B power oral care products previously included
in the "Braun"  segment.  The new Braun  segment  contains the  remaining  Braun
products: male and female hair removal;  household and hair care appliances; and
personal  diagnostic  devices,  including ear  thermometers  and blood  pressure
monitors. Prior year figures have been adjusted to reflect the change.

Blades and Razors:  Sales of blades and razors rose one percent,  while  profits
were down 13%, compared with the first quarter of last year. Without the adverse
effect of exchange, primarily in Europe, sales grew 6%. Strong initial shipments
of the new Gillette for Women Venus shaving system offset the lower volumes that
resulted from the program to reduce trade inventory of blades.  Strong marketing
support and higher administrative costs reduced first-quarter profits.

Toiletries:  Toiletries  sales were 18% below those of 2000, but would have been
7% below last year's level  without the adverse  effects of the  divestiture  of
White Rain and unfavorable  exchange.  Sales declines are in shave preps as well
as the ongoing reduction of the deodorant and antiperspirant business in noncore
markets.  Toiletries  profit  from  operations  declined  77%,  due to the lower
volumes.

Duracell:  Sales of Duracell for the quarter decreased 14%, and profits fell 49%
from those of a year ago. Excluding the adverse effects of exchange,  sales were
11% lower than in the prior  year.  Sales were  curbed by  corrections  to trade
inventory   levels  and  by  a  challenging   competitive   environment  in  all
geographies.  In  the  important  United  States  market,  the  return  to  more
traditional  category  growth was offset by reduced market share.  The impact of
increased marketing investment has not been fully felt in the marketplace. A new
marketing  effort for  Duracell's  copper and black alkaline  battery,  which is
being renamed  "CopperTop,"  will begin in June. The lower sales,  together with
increased  marketing  investment,  resulted in profit from  operations 49% below
those of a year ago.

Oral Care:  Oral Care sales were 3% above those of 2000,  but would have been 9%
above last year's level without the impact of unfavorable exchange. Strong gains
in power oral care products  were somewhat  offset by lower sales of manual oral
care products.  Manual oral care sales have been adversely  impacted by category
contraction  in North  America and Europe,  due to the  increasing  incidence of
power products,  particularly  battery  entrants.  Profit from operations was 9%
below that of the prior year,  due to increased  advertising  support and higher
overhead expenses.

Braun: Sales of Braun were 17% below those of the previous year. The unfavorable
impact of exchange  was  significant,  with both the Euro and the Yen  affecting
reported  sales.  Excluding  exchange,  Braun  sales were 10% below those of the
prior year.  These results also reflected the unmatched 2000 pipeline  shipments
of the Braun  Syncro  system,  which  was  launched  last  year in key  European
geographies.  Lower sales, combined with higher advertising support, resulted in
a 30% decline in profit from operations versus the prior year.
 <PAGE>

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



Costs and Expenses
------------------
Gross profit was $1.14 billion,  a decrease of 4% versus 2000. Gross profit as a
percentage of sales was 64.7%, compared with 62.6% in 2000. All product segments
except  blades  and razors  showed  improved  gross  profit  margin,  reflecting
manufacturing  efficiencies  and favorable  product mix. Blades and razors gross
profit margin  declined,  as sales included a higher  proportion of lower margin
Venus razors and a lower proportion of high margin blades.

Selling,  general and administrative  expenses increased by $80 million, or 11%,
reflecting  increased  selling  expenses,   as  well  as  higher  administrative
expenses.  Combined  advertising  and sales  promotion  expenses  grew 12%, with
advertising as a percent of sales  increasing 1.7% to 6.7%.  Other marketing and
administrative expenses were 10% above those of the prior year.

Profit from  operations was $319 million,  down 28%,  versus $442 million a year
earlier.

Net interest expense was lower due to reduced borrowing, and net exchange losses
were higher due to the Turkish devaluation.  The effective tax rate was lower.

Net income of $182  million was 29% below the $258  million in 2000.  Net income
per common share of $.17, basic and fully diluted, was 29% below the $.24, basic
and fully diluted, of 2000.

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


Restructuring and Asset Impairment
----------------------------------
On December 18, 2000, the Company announced a restructuring program and impaired
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 charge for the restructuring program was $360
million,  and activity  under the program will  continue  throughout  2001.  The
charge for the impaired  intangible  assets was $212 million and was recorded in
the fourth quarter of 2000.

The worldwide  restructuring of operations is expected to significantly  improve
the  Company's  operating  efficiency,  streamline  the supply chain and further
decrease  costs.  The program will result in a net  reduction  of  approximately
2,700 employees across all business functions, operating units and geographies.

Pretax cash outlays are estimated at approximately $235 million.  Cash severance
payments may extend beyond 2001, due to the severance  payment  deferral options
available to terminated employees.  When the program is fully implemented by the
end of 2001, the annual pretax savings will approximate $125 million.

Specific  program  activities  include:   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.  These
actions  will  result in the  closure  of eight  factories  and 13  distribution
centers and will be completed in 2001.

Details of the facility closures and employee reductions follow.
<TABLE>
<CAPTION>
                                                                  Plan
                                              Current           Inception
                                Initial       Quarter            Through
                                 Plan        Activity         March 31, 2001
                                -------      --------       ------------------
<S>                          <C>           <C>            <C>
  Facility Closures
      Factories                      8             -                   -

      Distribution Centers          13             -                   -

  Employee reductions            2,700           215                 215


</TABLE>
The amount of fixed  asset  impairment  is  approximately  $125  million for the
restructuring and closure of factories and distribution  centers, as well as the
write-off of manufacturing,  distribution and office equipment assets. Until the
affected  facilities  cease  operations,   revenue-generating   activities  will
continue.  Buildings that are owned will be sold, and equipment will be disposed
of through either sale or abandonment. The extent of the impairment was based on
discounted  cash flow  analyses for the  operating  period up until  closure and
included an estimate of residual value.

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

<PAGE>

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


Financial Condition
-------------------
Net cash provided by operating  activities  for the three months ended March 31,
2001,  amounted to $509  million,  compared with $458 million in the same period
last year. Accounts receivable were a significant source of cash in the quarter,
and a greater source than in 2000, due to lower days sales outstanding  compared
with the prior year. Movement in inventories compared unfavorably with the prior
year,  due to the need to build  safety  stocks in advance of factory  closures.
Movement in accounts  payable and accrued  liabilities  compared  favorably with
prior year.

Net debt (loans  payable,  current portion of long-term debt and long-term debt,
net of  associated  swaps,  less cash and cash  equivalents)  at March 31, 2001,
amounted to $4.01  billion,  compared with $4.45 billion at year-end  2000.  Net
debt was  decreased by the net cash  provided  from  operating  activities.  The
Company's  current  ratio at March  31,  2001,  was  .83,  compared  with .86 at
December 31, 2000. Despite decreases in total debt, a greater proportion of debt
was classified as current at March 31, 2001.

The change in foreign currency  translation  adjustment  through March 31, 2001,
was a loss of $43 million,  with Brazil being the largest component,  and lesser
amounts generated by Asia-Pacific.  Losses for the quarter ended March 31, 2000,
were $13 million.
<PAGE>

                                     PAGE 17
                           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 4.  Vote of Security Holders

At its Annual  Meeting  on April 19,  2001,  the  stockholders  of The  Gillette
Company took the following actions:

1.   Elected  the  following  four  directors  for terms  to  expire at the 2004
     Annual  Meeting of  Stockholders,  with votes as  indicated  opposite  each
     director's name:

                                            For              Withheld
                                        -----------         ----------
               Edward F. DeGraan        876,136,480         17,697,269
               Wilbur H. Gantz          876,846,379         16,987,370
               James M. Kilts           802,066,203         91,767,546
               Jorge Paulo Lemann       877,069,049         16,764,700

     The  directors  whose  term of office  as a  director  continued  after the
     meeting  are Warren E.  Buffett,  Michael B.  Gifford,  Carol R.  Goldberg,
     Marjorie M. Yang, Dennis F. Hightower,  Herbert H. Jacobi,  Henry R. Kravis
     and Richard R. Pivirotto.

2.   Approved an  amendment  of the 1971 Stock  Option Plan to extend the period
     during  which  options  may be  awarded,  increase  the  number  of  shares
     available,  increase the maximum annual award per participant and eliminate
     stockholder  approval of changes to the terms of the awards to  nonemployee
     directors.  The  vote  was  616,591,609  for and  109,022,939  against  the
     proposal, with 6,864,014 abstentions and 161,355,187 broker nonvotes.

3.   Approved  an  amendment  of the Stock  Equivalent  Unit Plan to extend  the
     period during which awards may be made and reduce the number of units which
     are  available  for  award.  The vote was  861,434,095  for and  25,758,771
     against the proposal, with 6,640,883 abstentions.

4.   Approved an  amendment of  The Gillette Company Employees'  Savings Plan to
     increase the  maximum  employer contribution  and  eliminate  the  need  to
     obtain stockholder  approval for future changes.   The vote was 873,534,781
     for and 13,811,090 against the proposal, with 6,487,878 abstentions.

5.   Approved the Incentive Bonus Plan for executive officers and key employees.
     The vote was  836,098,605  for and  51,464,199  against the  proposal,
     with 6,270,945 abstentions.

6.   Rejected the Stockholder Proposal to hire a  proxy advisory firm. The vote
     was 697,397,683  against  and 16,981,897  for the proposal, with 17,777,821
     abstentions and 161,676,348 broker nonvotes.

<PAGE>

                                     PAGE 18
                           PART II. OTHER INFORMATION


Item 5. Other Information

Cautionary Statement
--------------------
Certain  statements  that the  Company  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, the Company'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 the Company's  expectations  and
projections.  Investors  are  cautioned  not  to  place  undue  reliance  on any
forward-looking  statements.  The Company  assumes no  obligation  to update any
forward-looking  statements. The Company 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, the  Company  include  the
following, some of which are described in greater detail below:

- the pattern of the  Company's  sales,  including  variations  in sales  volume
  within periods;
- the  acceptance by the  Company's  customers and consumers of new products and
  line extensions;
- the mix of products sold;
- the  Company's  ability  to  control  its  internal  costs and the cost of raw
  materials;
- the prices of the  Company's  products and the  response of the  Company,  its
  customers and competitors to changes in prices;
- technological   advances  by  the  Company  and/or  its competitors;
- new patents  granted to the Company  and/or its  competitors;
- changes in exchange rates in one or more of the Company's  geographic markets;
- changes in accounting policies;
- the impact of general  economic  conditions  in the United States and in other
  countries in which the Company currently does business; or
- the Company's ability to limit trade inventory to reasonable levels consistent
  with consumer consumption.

Competitive Environment
-----------------------
The Company  experiences  intense  competition for sales of its products in most
markets.  The Company'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, the Company has major competitors, some of
which are larger and more diversified than the Company.  Aggressive  competition
within the Company's markets to preserve, gain or regain market share can affect
the Company's results in any given period.

Changes in Technology and New Product Introductions
---------------------------------------------------
In most product  categories in which the Company competes,  there are continuous
technological  changes  and  frequent  introductions  of new  products  and line
extensions.  The Company's ability to successfully introduce new products and/or
extend  lines of existing  products  will depend on,  among  other  things,  the
Company's ability to identify  changing  consumer tastes and needs,  develop new
technology,  differentiate  its  products  and  gain  market  acceptance  of new
products.  The Company 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 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.
<PAGE>

                                     PAGE 19
                           PART II. OTHER INFORMATION



Intellectual Property
---------------------
The Company  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 the  Company's  brands.  The
Company's   intellectual   property  rights,   however,   could  be  challenged,
invalidated  or  circumvented.  The Company  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
---------------------
The Company 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 the
Company's  business.  In  addition,  the Company  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.

The Company also is 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 the Company uses  instruments  to hedge certain  foreign
currency risks (through foreign currency forward,  swap and option contracts and
non-U.S.  dollar  denominated  financings),  there can be no assurance  that the
Company will be fully protected against foreign currency fluctuations.

Retail Environment
------------------
With the  growing  trend  towards  retail  trade  consolidation,  especially  in
developed  markets  such  as the  United  States  and  Europe,  the  Company  is
increasingly  dependent upon key retailers whose bargaining strength is growing.
Accordingly,  the Company faces greater  pressure from retail trade customers to
provide more favorable  trade terms.  The Company 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
the Company's  customers,  particularly the Company's  high-volume  retail trade
customers,  have engaged in accelerated  efforts to reduce  inventory levels and
change inventory delivery systems.  While the Company 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 the Company to develop satisfactory inventory
delivery  systems  could  adversely  affect  operating  results in any reporting
period.


<PAGE>

                                     PAGE 20
                           PART II. OTHER INFORMATION



Item 6(a)  Exhibits

Exhibit 10    Material Contracts

(a)  Employment Agreement,  dated January 19, 2001, between The Gillette Company
     and James M. Kilts, filed herewith.

(b)  Employment  Letter,  dated February 27, 2001,  between The Gillette Company
     and John F. Manfredi, filed herewith.

(c)  Employment  Letter,  dated March 12, 2001, between The Gillette Company and
     Peter Klein, filed herewith.

(d)  Change of Control Employment  Agreement,  dated March 21, 2001, between The
     Gillette Company and Peter Klein, filed herewith.



Item 6(b)  Reports on Form 8-K

The Company filed a current report on Form 8-K dated January 23, 2001, referring
to a press release announcing that the Board of Directors elected James M. Kilts
Chairman of the Board and Chief  Executive  Officer.  The  Company  also filed a
current  report on Form 8-K dated April 11, 2001,  referring to a press  release
announcing that the Company  provided  reclassified  consolidated  statements of
income for the years 1999 and 2000.  The income  statements  reflect  accounting
changes  following  EITF 00-14, a new Oral Care business  segment,  a simplified
overhead allocation methodology and an accounting reclassification, all of which
took  effect on January  1, 2001,  with no impact on  consolidated  profit  from
operations, net income or earnings per share.
<PAGE>

                                     PAGE 21
                                    SIGNATURE

SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

         THE GILLETTE COMPANY
             (Registrant)






/s/ Claudio E. Ruben

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

May 14, 2001