UNITED STATES
                       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 Quarterly Period ended March 31, 2003          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  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).


                                             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 April 30, 2003   . . . . . . . . . . . . . . . 1,021,167,877
<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
                                                       ------------------
                                                          2003       2002
                                                          ----       ----
<S>                                                    <C>        <C>
Net Sales ..........................................   $ 1,971    $ 1,732
Cost of Sales ......................................       778        694
                                                       -------    -------
  Gross Profit .....................................     1,193      1,038

Selling, General and Administrative Expenses .......       813        710
                                                       -------    -------
  Profit from Operations ...........................       380        328

Nonoperating Charges (Income):
  Interest income ..................................        (3)        (5)
  Interest expense .................................        14         20
  Exchange .........................................         2         (6)
  Other charges - net ..............................        (9)        (4)
                                                       -------    -------
                                                             4          5
                                                       -------    -------
Income before Income Taxes .........................       376        323

Income Taxes .......................................       113        100
                                                       -------    -------
  Net Income .......................................   $   263    $   223
                                                       =======    =======


Net Income per Common Share:
  Basic ............................................   $   .25    $   .21
                                                       =======    =======
  Assuming Full Dilution ...........................   $   .25    $   .21
                                                       =======    =======


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

Weighted average number of common shares outstanding
  Basic ............................................     1,035      1,056
  Assuming full dilution ...........................     1,037      1,060
</TABLE>

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

<CAPTION>

                                                             March 31,   December 31,    March 31,
                                                               2003         2002           2002
                                                          ------------   ------------   -----------
                                                           (Unaudited)                  (Unaudited)
<S>                                                          <C>          <C>            <C>
Current Assets:
  Cash and cash equivalents ..............................   $  510       $   801        $   865
  Trade receivables, less allowances, March 2003, $75;
    December 2002, $73; March 2002, $62 ..................    1,036         1,202          1,201
  Other receivables ......................................      291           311            284
  Inventories
     Raw materials and supplies ..........................      104           115            127
     Work in process .....................................      208           191            259
     Finished goods ......................................      754           622            757
                                                            -------       -------        -------
       Total Inventories .................................    1,066           928          1,143
                                                            -------       -------        -------

  Deferred income taxes ..................................      356           380            562
  Other current assets ...................................      231           175            193
                                                            -------       -------        -------
       Total Current Assets ..............................    3,490         3,797          4,248
                                                            -------       -------        -------

Property, Plant and Equipment, at cost ...................    6,458         6,429          6,031
Less accumulated depreciation ............................   (2,985)       (2,864)        (2,553)
                                                            -------       -------        -------
       Net Property, Plant and Equipment .................    3,473         3,565          3,478
                                                            -------       -------        -------

Goodwill .................................................      961           962            931
Intangible Assets, less accumulated amortization .........      395           400            413
Other Assets .............................................    1,128         1,139            758
                                                            -------       -------        -------

                                                            $ 9,447       $ 9,863        $ 9,828
                                                            =======       =======        =======
</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)
                                  (Unaudited)


<CAPTION>

                                                       March 31,    December 31,      March 31,
                                                          2003         2002             2002
                                                     ------------   ------------   ------------
                                                      (Unaudited)                   (Unaudited)
<S>                                                    <C>            <C>           <C>
Current Liabilities:
  Loans payable ....................................   $    824       $    673      $  1,978
  Current portion of long-term debt ................        153            527           546
  Accounts payable .................................        523            581           465
  Accrued liabilities ..............................      1,454          1,303         1,157
  Dividends payable ................................          -            170             -
  Income taxes .....................................        315            234           356
                                                       --------       --------       --------
     Total Current Liabilities .....................      3,269          3,488         4,502
                                                       --------       --------       --------

Long-Term Debt .....................................      2,753          2,457         1,649
Deferred Income Taxes ..............................        595            692           541
Other Long-Term Liabilities ........................        863            920           731
Minority Interest ..................................         48             46            39

Stockholders' Equity:
  Common stock, par value $1.00 per share:
    Authorized 2,320 shares
    Issued: March 2003, 1,371 shares;
            Dec. 2002, 1,370 shares;
            March 2002, 1,369 shares ...............      1,371          1,370         1,369
  Additional paid-in capital .......................      1,206          1,197         1,136
  Earnings reinvested in the business ..............      6,871          6,608         6,300
  Accumulated other comprehensive loss .............     (1,430)        (1,523)       (1,474)
  Treasury stock, at cost: March 2003, 350 shares;
    Dec. 2002, 326 shares; and March 2002, 312 shares    (6,099)        (5,392)       (4,965)
                                                       --------       --------       --------
          Total Stockholders' Equity ...............      1,919          2,260         2,366
                                                       --------       --------       --------
                                                       $  9,447       $  9,863       $ 9,828
                                                       ========       ========       ========
</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
                                                            ------------------
                                                            2003         2002
                                                            ----         ----
<S>                                                        <C>         <C>
Operating Activities
    Net income .....................................       $ 263       $  223
    Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization ................         138          120
      Deferred income taxes ........................           6          (13)
      Other ........................................          10           (3)
      Changes in assets and  liabilities,  excluding
      effects of acquisitions and divestitures:
        Accounts receivable ........................         200          283
        Inventories ................................        (129)        (145)
        Accounts payable and accrued liabilities ...          81          (21)
        Other working capital items ................          32           54
        Other noncurrent assets and liabilities ....         (66)        (238)
                                                           -----        -----
          Net cash provided by operating activities          535          260
                                                           -----        -----
Investing Activities

    Additions to property, plant and equipment .....         (48)         (78)
    Disposals of property, plant and equipment .....          11           11
    Other ..........................................           -           (1)
                                                           -----        -----
          Net cash used in investing activities ....         (37)         (68)
                                                           -----        -----
Financing Activities

    Purchase of treasury stock .....................        (706)           -
    Proceeds from exercise of stock option and
         purchase plans ............................          10            8
    Proceeds from long-term debt ...................         301          350
    Repayment of long-term debt ....................        (382)        (197)
    Increase/(Decrease) in loans payable ...........         152         (256)
    Dividends paid .................................        (170)        (172)
    Settlements of debt-related derivative contracts           5           10
                                                           -----        -----
          Net cash used in financing activities ....        (790)        (257)
                                                           -----        -----
Effect of Exchange Rate Changes on Cash ............           1           (1)
Net Cash Used in Discontinued Operations ...........           -          (16)
                                                           -----        -----
Decrease in Cash and Cash Equivalents ..............        (291)         (82)
Cash and Cash Equivalents at Beginning of Period ...         801          947
                                                           -----        -----
Cash and Cash Equivalents at End of Period .........       $ 510        $ 865
                                                           =====        =====
Supplemental disclosure of cash paid for:

    Interest .......................................       $  20        $  22
    Income taxes ...................................       $  28        $  23

</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
<PAGE>
                                     PAGE 5
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                   (Millions)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                         Three Months Ended
                                              March 31
                                         ------------------
                                           2003        2002
                                           ----        ----
<S>                                       <C>         <C>
Net Income, as reported                   $ 263       $ 223
  Other Comprehensive Income (Loss),
    net of tax:
  Foreign Currency Translation               91         (40)
  Cash Flow Hedges                            2           3
                                          -----       -----
Comprehensive Income                      $ 356       $ 186
                                          =====       =====
</TABLE>

Accumulated Other Comprehensive Loss
------------------------------------
The accumulated balances for the components of Other Comprehensive Loss are:
<TABLE>
                                                                           Accumulated
                                   Foreign                                    Other
                                   Currency      Pension     Cash Flow    Comprehensive
                                  Translation   Adjustment     Hedges         Loss
                                  -----------   ----------   -----------  -------------
<S>                                <C>            <C>          <C>          <C>
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)
                                    ------        ------       ------        -------

Balance December 31, 2002          $(1,332)       $(186)       $  (5)       $(1,523)
Change in period                         2            -            3              5
Income tax benefit (expense)            89            -           (1)            88

                                    ------       ------       ------        -------
Balance March 31, 2003            $ (1,241)      $ (186)      $   (3)       $(1,430)
                                    ======       ======       ======        =======
</TABLE>
The  change in  accumulated  foreign  currency  translation  adjustment  for the
quarter ended March 31, 2003, was a $91 million gain. This gain is primarily the
result of the recognition of deferred taxes on the foreign currency  translation
adjustment  for those non-U.S.  subsidiaries  that are included in the Company's
U.S. tax return.  Loss for the quarter  ended March 31,  2002,  was $40 million,
with Argentina and the United Kingdom accounting for most of the loss.

See Accompanying Notes to Consolidated Financial Statements.
<PAGE>
                                     PAGE 6
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Accounting Comments
-------------------
Reference is made to the registrant's 2002 Annual Report to Shareholders,  which
contains, at pages 32 through 54, the audited 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, 2002.

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.

Financial  statements  of  subsidiaries  outside  the  U.S.,  other  than  those
operating in highly  inflationary  environments,  are  measured  using the local
currency  as  the  functional  currency.   Adjustments  from  translating  these
financial  statements into U.S. dollars are accumulated in the equity section of
the balance sheet under the caption,  "Accumulated  Other  Comprehensive Loss."

For subsidiaries operating in highly inflationary economies,  the U.S. dollar is
the  functional  currency.  Therefore,  exchange  gains  and  losses  for  these
subsidiaries are included with all other transactional exchange gains and losses
in the Consolidated Statement of Income under the caption, "Exchange."

The Company  accounts for its stock  option  plans under  Accounting  Principles
Board (APB)  Opinion No. 25,  "Accounting  for Stock Issued to  Employees,"  and
related Interpretations.  Accordingly,  no compensation cost is reflected in net
income,  as all options granted under those plans had an exercise price equal to
the  market  value of the  underlying  common  stock on the date of  grant.  The
following  table  illustrates the effect on net income and net income per common
share if the Company had applied the fair-value-based  method under Statement of
Financial  Accounting  Standards  (SFAS) No. 123,  "Accounting  for  Stock-Based
Compensation," to record expense for stock option compensation.

<TABLE>
<CAPTION>
                                           Three Months
                                          Ended March 31,
                                          2003       2002
                                          ----       ----
<S>                                       <C>      <C>
(Millions, except per share amounts)
------------------------------------

Net income, as reported                   $  263   $  223
Less: Compensation expense for option
      awards determined by the fair-
      value-based method, net of
      related tax effects                    (26)     (27)
                                          ------   ------
Pro forma net income                      $  237   $  196
                                          ======   ======

Net income per common share
Basic
  As reported                             $  .25   $  .21
  Pro forma                                  .23      .19
Assuming full dilution
  As reported                             $  .25   $  .21
  Pro forma                                  .23      .19
     </TABLE>

<PAGE>
                                     PAGE 7
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


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

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  adopted the
provisions of SFAS 143 on January 1, 2003.  Its adoption did not have any impact
on the Company's consolidated financial statements.

In June 2002, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
146,  "Accounting for Costs Associated with Exit or Disposal  Activities."  This
statement addresses financial accounting and reporting for costs associated with
exit or disposal  activities  and  nullifies  Emerging  Issues Task Force (EITF)
Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other  Costs to Exit an  Activity  (including  Certain  Costs  Incurred in a
Restructuring)."  The Company  adopted  the  provisions  of SFAS 146,  effective
January 1, 2003. As it relates to  nonemployee-related  exit and disposal costs,
primarily  contract   termination  costs  and  costs  to  consolidate  or  close
facilities, the Company records such costs at fair value when incurred. Adoption
of SFAS 146 did not have any impact on the Company's financial  statements.  The
Company continues to account for employee-related post-employment benefit costs,
including severance payments,  under the provisions of SFAS No. 112, "Employer's
Accounting for Post-Employment Benefits."

<PAGE>
                                     PAGE 8
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation - Transition and  Disclosure."  This statement amends SFAS No. 123,
"Accounting for Stock-Based  Compensation,"  to provide  alternative  methods of
transition for a voluntary change to the  fair-value-based  method of accounting
for stock-based employee  compensation.  In addition,  this statement amends the
disclosure  requirements  of SFAS 123 to require  prominent  disclosures in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based employee  compensation and the effect of the method used on reported
results. The Company accounts for stock-based employee compensation arrangements
in accordance with the provisions of APB No. 25 and complies with the disclosure
provisions of SFAS 123 and SFAS 148.


In November  2002,  FASB  Interpretation  No. 45,  "Guarantor's  Accounting  and
Disclosure  Requirements  for  Guarantees,  Including  Indirect  Guarantees  and
Indebtedness of Others," was issued.  This  interpretation  requires the initial
recognition and initial measurement,  on a prospective basis only, to guarantees
issued or modified after  December 31, 2002.  Additionally,  certain  disclosure
requirements  were effective for financial  statements ending after December 15,
2002.  There were no disclosures  required of the Company in these  consolidated
financial  statements for the quarter ended March 31, 2003. The adoption of this
interpretation did not have any impact on the Company's financial statements.

In  January  2003,  FASB  Interpretation  No.  46,  "Consolidation  of  Variable
Interest  Entities,"   ("VIE's")  was  issued.  This  interpretation   clarifies
situations  in  which   entities  shall  be  subject  to   consolidation.   This
interpretation  is effective for all VIE's  created after January 31, 2003.  The
adoption  of this  interpretation  did  not have any  impact  on the  Company's
financial statements, as the Company does not have any VIE's.

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

Goodwill and Intangible Assets
------------------------------

Total goodwill by segment follows.
<CAPTION>
                            March 31,     December 31,      March 31,
Net Carrying Amount           2003            2002            2002
(Millions)                ------------    ------------    ------------
<S>                          <C>             <C>             <C>
Blades & Razors              $ 140           $ 140           $ 138
Duracell                       571             571             548
Oral Care                      172             173             172
Braun                           78              78              73
Personal Care                    -               -               -
                            ------           -----          ------
  Total                      $ 961           $ 962          $  931
                            ======           =====          ======

The change between the March 31, 2002, and December 31, 2002, balances is mainly
due to the impact of foreign currency translation.
 </TABLE>

<TABLE>

The detail of intangible assets follows:

<CAPTION>
                              Weighted
                              Average        March 31, 2003         December 31, 2002          March 31, 2002
                           Amortization  ----------------------   ----------------------   ----------------------
                               Period    Carrying  Accumulated    Carrying  Accumulated    Carrying  Accumulated
(Millions)                     (Years)    Amount   Amortization    Amount   Amortization    Amount   Amortization
                           ------------  --------  ------------   --------  ------------   --------  ------------
Amortized Intangible Assets
<S>                                 <C>   <C>        <C>          <C>          <C>          <C>        <C>
  Patents                           6     $ 101      $  57        $ 101        $  53        $ 103      $  42
  Trademarks                        6        13          5           13            4           11          1
  Software                          5        13         10           12            9           16          8
  Endorsements                      -        61         61           61           61           61         61
  Other                            23        11          3           11            3           12          3
                                           ----       ----         -----        -----        -----      -----
Total                               7     $ 199      $ 136        $ 198        $ 130        $ 203      $ 115
                                           ====       ====         =====        =====        =====      =====
Unamortized Intangible Assets
  Trademarks                              $ 317                   $ 317                     $ 313
  Pension                                    15                      15                        12
                                           ----       ----         -----        -----        -----      -----
Total                                     $ 531      $ 136        $ 530        $ 130        $ 528      $ 115
                                           ====       ====         =====        =====        =====      =====

                                           ----                    -----                     -----
Intangible Assets, net                    $ 395                    $ 400                     $ 413
                                           ====                    =====                     =====

Aggregate Amortization Expense:
  For the Three Months ended
    March 31, 2003              $  6
    March 31, 2002              $  5

Estimated Amortization Expense:
  For the Years ended
    December 31, 2003           $ 20
                 2004           $ 19
                 2005           $  7
                 2006           $  4
                 2007           $  3
</TABLE>
<PAGE>
                                     PAGE 10
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Advertising
-----------
The  advertising  expense  detailed  below is included  in selling,  general and
administrative expenses.
<TABLE>
<CAPTION>
                              Three Months Ended
(Millions)                         March 31
                              ------------------
                                 2003       2002
                                 ----       ----
<S>                          <C>         <C>
Net Sales                    $ 1,971     $ 1,732

Advertising                      167         136

  % Net Sales                    8.5%        7.9%
</TABLE>
<PAGE>
                                       PAGE 11
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Share Repurchase Program
------------------------

The Company has a share repurchase program that authorizes the purchase of up to
150 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, 2002, the Company repurchased 108 million shares in
the open market for $4.5 billion.  In the three months ended March 31, 2003, the
Company repurchased 23.5 million shares for $706 million.


<PAGE>
                                    PAGE 12
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

<TABLE>
Financial Information by Business Segment
-----------------------------------------
Net sales, profit (loss) from operations and identifiable assets for each of the
Company's  business  segments  are  set  forth  below.  There  are  no  material
intersegment revenues.
<CAPTION>
                                          Net Sales
                                    ----------------------
                                     Three Months Ended
                                          March 31
                                    ----------------------
(Millions)                            2003        2002
                                     ------      ------
<S>                                  <C>         <C>
Blades & Razors                      $  893      $  770
Duracell                                384         332
Oral Care                               295         265
Braun                                   214         187
Personal Care                           185         178
                                     ------      ------
   Total                             $1,971      $1,732
                                     ======      ======

<CAPTION>
                                 Profit/(Loss) from Operations
                                  Three Months Ended March 31
                                  ----------------------------
(Millions)                            2003        2002
                                     ------      ------
<S>                                  <C>         <C>
Blades & Razors                      $  331      $  288
Duracell                                 39          (1)
Oral Care                                49          53
Braun                                    (6)          3
Personal Care                             -          11
                                     ------      ------
 Subtotal Reportable Segments           413         354
 All Other                              (33)        (26)
                                     ------      ------
   Total                             $  380      $  328
                                     ======      ======

</TABLE>

<PAGE>
<TABLE>
                                     PAGE 13
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


<CAPTION>
                                        Identifiable Assets
                                  -------------------------------
                                  March 31,   Dec. 31,   March 31,
(Millions)                          2003       2002        2002
                                  --------    -------    --------
<S>                              <C>         <C>         <C>
Blades & Razors                  $ 3,188     $ 3,170     $ 3,301

Duracell                           2,546       2,741       2,738

Oral Care                          1,154       1,094       1,015

Braun                              1,074       1,065         945

Personal Care                        516         520         546
                                 -------     -------     -------
Subtotal Reportable Segments       8,478       8,590       8,545

All Other                            969       1,273       1,283

                                 -------     -------     -------
  Total                          $ 9,447     $ 9,863     $ 9,828
                                 =======     =======     =======
</TABLE>
<PAGE>
<TABLE>
                                     PAGE 14
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Computation of net income per common share
(Millions, except per share amounts)
------------------------------------------
<CAPTION>
                                             Three Months Ended
                                                   March 31
                                             -------------------
                                                2003      2002
                                                ----      ----
<S>                                           <C>       <C>
Net Income .............................      $  263    $  223
                                              ======    ======


Common shares, basic ...................       1,035     1,056
Effect of dilutive securities:
    Stock options ......................           2         4
                                              ------    ------
Common shares, assuming full dilution          1,037     1,060
                                              ======    ======


Net Income per Common Share:

  Basic ................................      $  .25    $  .21
                                              ======    ======
  Assuming full dilution ........             $  .25    $  .21
                                              ======    ======


</TABLE>
As of March 31, 2003 and 2002, 55.6  million and 32.6  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 accretive.

Subsequent Event
----------------

On April 2, 2003,  the Company  issued $83 million in floating  rate notes,  due
April  2043.  The notes are  redeemable  at the  option of the holder at various
prices  on a  yearly  basis  from  April  2004 to  April  2014  and  each  third
anniversary  thereafter  to  maturity.  The  notes  are also  redeemable  at the
Company's option at various prices from April 2033 to maturity.
<PAGE>
                                     PAGE 15
           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 2003 versus 2002
------------------------------

Total Company:  Sales for the quarter ended March 31, 2003,  were $1.97 billion,
an increase of 14% versus the same quarter of the prior year.  Favorable foreign
exchange in Europe and Asia, partially offset by unfavorable foreign exchange in
Latin  America,  positively  impacted net sales by 5%.  Excluding  the favorable
effect  of  exchange,  sales  increased  9%,  mainly  due  to new  products  and
volume/mix.

Blades and Razors:  Sales of blades and razors  increased  16% compared with the
first quarter of last year. Without the favorable impact of exchange, sales grew
12%. The sales growth  reflected the strong  performance  of the Mach3 and Venus
franchises;  in particular the success of Mach3Turbo through its European launch
and its continued  expansion in the rapidly growing  Russian market.  Sales also
compared favorably to first-quarter  2002, a period in which the Company shipped
below consumption  largely due to pre-price increase purchases in December 2001,
which were not repeated in December 2002.  Profit from operations  increased 15%
versus the same quarter of the prior year. The favorable  increase in profit was
due to higher sales and a positive,  continuing  shift in product mix to premium
systems,  partially  offset by increased  advertising  and unmatched  Functional
Excellence  expenses.  Functional  Excellence  expenses  relate to the Company's
multi-year program to enhance  capabilities and reduce costs.  Reference page 18
for additional information concerning Functional Excellence.

Duracell:  Sales of  Duracell  increased  16% versus the first  quarter of 2002.
Excluding the favorable effect of exchange, sales were 11% above those of a year
ago.  The major sales growth  contributors  were strong  consumer  demand due to
homeland security concerns, incremental military sales and favorable comparisons
to 2002  which  included  the  dampening  effect of a product  recall of certain
hearing aid batteries. Moving forward the Company anticipates that this consumer
demand  for  batteries  will  moderate  during the  balance  of the year.  These
increases  were partially  offset by lower pricing  associated  with  Duracell's
price  deal  realignment  program  in the U.S.  and the exit from the  Company's
zinc-carbon battery businesses in South Africa and India. Profit from operations
was  $39  million,  compared  to a loss of $1  million  in the  same  prior-year
quarter,   reflecting  strong  volume,   favorable  exchange  and  manufacturing
efficiencies,  as well as the absence of costs  incurred in the first quarter of
2002 for the  recall  of  certain  hearing  aid  batteries.  Profit  growth  was
partially offset by unmatched Functional Excellence expense.

Oral Care:  Oral Care sales in the quarter  were 11% above those of 2002,  or 6%
higher  without  the  impact  of  favorable  exchange.  The sales  increase  was
primarily  attributable  to the  strong  sell-in  of the new  CrossAction  Power
battery  toothbrush and the  CrossAction  Vitalizer  manual  toothbrush in North
America  and the  continued  growth of the manual  toothbrush  business in North
America  and  Asia-Pacific,  partially  offset  by more  aggressive  promotional
activity.  Profit from operations  decreased 7% from the prior year. The decline
in profit was  primarily  due to higher  advertising  expenses in support of new
products, higher European-based production costs due to the strengthening of the
Euro, unmatched Functional Excellence expenses and higher warranty accruals due
in part to extended warranties on electronic appliances sold in Europe.
<PAGE>
                                     PAGE 16
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Braun:  Sales of Braun in the first  quarter  were 15% higher  than in the prior
year. Excluding exchange,  sales were 3% higher. Strong growth in men's electric
shavers in North America and women's hair epilators in Asia-Pacific,  Africa and
the  Middle  East  markets  drove the sales  increase.  This  growth  was offset
partially by decreased consumer demand in Europe and by unfavorable  comparisons
to the first quarter of 2002, a period  during which Braun sales were  favorably
impacted by the bankruptcy of a key household  appliance  competitor.  Loss from
operations was $6 million, versus a profit of $3 million for the same quarter in
the prior year. Key  contributors  to the operating loss for the current quarter
were higher  European-based  manufacturing costs due to the strengthening of the
Euro, unmatched Functional Excellence expenses, and higher warranty accruals due
in part to extended warranties on electronic appliances sold in Europe.

Personal Care:  Personal Care sales in the quarter  increased 4% over those of a
year ago.  Without the favorable  effect of exchange,  sales increased 1%. Sales
growth  from  a  strong  U.S.  sell-in  of  new  PowerCaps  antiperspirants  and
deodorants was offset by Latin American  currency  devaluations  and unfavorable
comparisons to the first-quarter  2002, a period in which reformulated  Gillette
Series  shave  preps were  launched.  Profit  from  operations  was  break-even,
resulting from cost-savings  initiatives offset by increased  marketing expenses
in support of new products and by unmatched Functional Excellence costs.


Costs and Expenses, First Quarter 2003 Versus First Quarter 2002
----------------------------------------------------------------

Gross profit for the quarter was $1.19 billion, an increase of 15% over the same
prior-year  quarter.  Gross profit as a percentage of sales was 60.5%,  compared
with 59.9% in the prior year.  Gross  margin  improvement  was  attributable  to
favorable  product  mix,  lower  Duracell  product  costs and  savings  from the
Company's Strategic Sourcing  Initiative.  These increases were offset by higher
European-based  manufacturing  costs and  incremental  warranty  expenses in the
Braun and Oral Care segments.

Selling,  general and administrative expenses increased by $103 million, or 15%,
reflecting   increases  in  advertising,   sales  promotion  and  administrative
expenses. Advertising and sales promotion combined grew 17% from the prior year.
Advertising  as a  percentage  of sales  increased  to 8.5%  from  7.9% in 2002.
Increased  investment in support of new and  established  brands and several new
advertising campaigns  contributed to the advertising increase.  Other operating
expenses  increased  14%,  primarily due to  incremental  Functional  Excellence
expenditures of $44 million, higher European-based costs resulting from exchange
and higher  pension  expenses.  Excluding the impact of  Functional  Excellence,
other operating expenses as a percentage of sales decreased to 26.7%, versus 29%
in the first quarter of 2002.

Profit from operations was $380 million, up 16%, versus $328 million a year ago,
and increased as a percentage of sales to 19.3%, versus 18.9% in the prior year.
The increase in profit was driven by strong sales growth,  an ongoing  favorable
shift in product mix to the Company's  premium  shaving systems and savings from
the Strategic  Sourcing  Initiative,  but partially offset by higher advertising
investment and the costs associated with the Functional Excellence Initiative.

Net  interest  expense  was lower,  reflecting  lower rates year over year and a
decrease in average net debt. The net effect of exchange was unfavorable, versus
favorable in the prior year, due primarily to movements in the Argentinean peso.
The  effective  tax rate was 31.0% for 2002 and 30.0% for the  first-quarter  of
2003. The decrease is primarily due to favorable  changes in the mix of earnings
taxed at rates lower than the U.S. statutory tax rate.

Net income of $263  million  was 18% higher than the $223  million in 2002.  Net
income  per common  share of $.25,  basic and fully  diluted,  was 19% above the
$.21,  basic and fully diluted,  of 2002. The percentage  increase in net income
per  common  share was  greater  than the  percentage  increase  in net  income,
reflecting the Company's share repurchase activities.
<PAGE>
                                     PAGE 17
           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,  stock repurchases and dividend payments.
Free cash flow is defined as cash flow remaining from  operations  after capital
investments. The Company believes that free cash flow is an important measure of
its  liquidity  as well as its  ability to fund  future  growth and to provide a
return to  shareholders.  Free cash flow for the three  months  ended  March 31,
2003, was $498 million  compared with $193 million in the same period last year.
A reconciliation of net cash provided by operating  activities to free cash flow
follows.
<TABLE>
                                                         Three months ended
                                                              March 31
                                                         ------------------
(Millions)                                               2003          2002
----------                                               ----          ----
<S>                                                      <C>           <C>
Net cash provided by operating activities                $535          $260
Less: additions to property, plant and equipment          (48)          (78)
Plus: disposals of property, plant and equipment           11            11
                                                         ----          ----
Free cash flow                                           $498          $193

Net cash  provided by operating  activities  was $535  million  during the three
months  ended March 31,  2003,  as compared  with $260  million  during the same
period in 2002.  The increase in net cash  provided by operating  activities  in
2003 is due to lower  pension  funding ($3 million in the first three  months of
2003  compared to $196  million in the same period in 2002),  continued  working
capital improvements, and higher profits.

Reductions  in  capital  spending  during  the  first  quarter  of 2003 were due
primarily to timing.  Capital  spending  continues to be focused on new products
and cost-reduction projects.

The Company  spent $706 million to  repurchase  23.5 million  shares  during the
three  months  ended  March 31,  2003.  Free cash flow and cash on hand paid for
nearly all of the $876 million in share  repurchases  and  dividends  during the
quarter.  Net debt  (total  debt net of  associated  swaps,  less  cash and cash
equivalents)  increased by $375 million to $3.1 billion at March 31, 2003,  from
$2.7 billion at December 31, 2002,  primarily due to the use of cash on hand for
the  share  repurchases.  The  Company  believes  that net debt is an  important
indicator of its consolidated debt position.

The Company's  investment  grade 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  provide a high degree of  flexibility  in obtaining
funds.  The Company has the ability to issue up to $1.47  billion in  commercial
paper in the U.S. and Euro markets.  The Company's  commercial  paper program is
supported  by its  revolving  credit  facility and other  sources of  liquidity;
primarily the Company's cash flow from operations.  At March 31, 2003, there was
$729 million  outstanding  under the  Company's  commercial  paper  program,  an
increase of $180 million from $549 million at December 31, 2002. The Company has
a 364-day  revolving  bank credit  facility in the amount of $1.1  billion  that
expires on October 14, 2003.  Liquidity is enhanced  through a provision in this
agreement  that gives the Company the option to enter into a one-year  term loan
in the amount of up to $1.1  billion.  The Company  believes  it has  sufficient
alternative  sources  of  funding  available  to replace  its  commercial  paper
program, if necessary.

During 2002, two shelf  registration  statements were filed allowing the Company
to offer to the public up to $2.8 billion in debt  securities  in the U.S. It is
currently  anticipated  that the proceeds  from the sale of any debt  securities
issued  under  these  shelf  registration  statements  will  be  used  to  repay
commercial  paper  borrowings  and replace  other  maturing  debt,  although the
proceeds may also be used for other corporate purposes, including the repurchase
of the Company's stock.
</TABLE>
<PAGE>
                                     PAGE 18
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


During the three months ended March 31, 2003,  $303 million was issued in public
offerings under these shelf registration statements,  consisting of $300 million
2.875% notes,  due March 2008, and $3 million  issued under the Gillette  medium
term  note  program.  All  proceeds  from  these  issuances  were used to reduce
commercial paper borrowings.At March 31, 2003, a total of $1.67 billion remained
available under these shelf registrations

On April 2, 2003,  subsequent to the  quarter-end  close,  the Company  publicly
issued an additional  $83 million in floating  rate notes,  due April 2043 under
its shelf registration statements. The notes are redeemable at the option of the
holder at  various  prices on a yearly  basis  from April 2004 to April 2014 and
each third anniversary  thereafter to maturity. The notes are also redeemable at
the Company's option at various prices from April 2033 to maturity. The proceeds
from this debt issuance were used to reduce commercial paper borrowings.

With its strong brands, leading market positions, strong financial condition and
substantial  cash-generating  capability,  Gillette  expects to continue to have
capital  available  for  growth  through  both  internally  generated  funds and
significant credit resources. The Company has substantial unused lines of credit
and access to worldwide  financial markets,  enabling the Company to raise funds
at favorable rates.

The Company has no material contingent commitments.  The Company has no material
"off balance  sheet"  arrangements  and no  non-consolidated  Variable  Interest
Entities.


Functional Excellence
---------------------

In the second  quarter of 2002,  the Company began actions  associated  with its
Functional  Excellence  Initiative.  This  initiative  is focused  on  upgrading
capabilities,   while  reducing  overhead  costs  by  improving   processes  and
eliminating  duplication  across  functions.  The total cost of this  project is
estimated  at $350-$400  million.  During 2002,  the Company  recorded  expenses
related to this  initiative in the amount of $121  million.  In the three months
ended  March  31,  2003,  additional  expenses  of $44  million  were  recorded.
Additional  costs  will be  recorded  through  2005 as  programs  are  approved.
Annualized  savings from the  Functional  Excellence  Initiative  are  currently
expected to be approximately  $300-$350  million by 2006. These  forward-looking
cost and savings numbers contain management estimates that are subject to change
over time.
<PAGE>
                                     PAGE 19
                           DISCLOSURE CONTROLS AND PROCEDURES


Item 4.

 As of a date within 90 days prior to the filing of this report (the "Evaluation
 Date"),  the Chief Executive  Officer and Chief Financial Officer evaluated the
 Company's  disclosure controls and procedures (as defined in Exchange Act Rules
 13a-14 and  15d-14),  and they have  concluded  that the  Company's  disclosure
 controls and  procedures  are  effective to bring to their  attention  material
 information  relating  to the  Company  for the  purposes  of this  report.  In
 addition,  they have concluded  that there have been no significant  changes in
 the Company's  internal  controls or in other factors that could  significantly
 affect those internal controls, including any corrective actions with regard to
 significant  differences and material weaknesses,  subsequent to the Evaluation
 Date.
<PAGE>

                                     PAGE 20
                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

We are subject,  from time to time, to legal proceedings and claims  arising out
of our business,  which cover a wide range of matters,  including  antitrust and
trade  regulation,  advertising,  product  liability,  contracts,  environmental
issues,  patent and trademark  matters and taxes.  Management,  after review and
consultation with counsel,  considers that any liability from all of these legal
proceedings and claims would not materially  affect our  consolidated  financial
position, results of operations or liquidity.

Item 5. Other Information

Cautionary Statement
--------------------
Certain  statements  that we 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,  our 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 our  expectations and projections.
Investors  are  cautioned  not to place undue  reliance  on any  forward-looking
statements. We assume no obligation to update any forward-looking statements. We
caution 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 us, or on our behalf, include
the following, some of which are described in greater detail below:

- the pattern of our sales, including variations in sales volume within periods;
- consumer demands and  preferences, including  the  acceptance by our customers
  and consumers of new products and line extensions;
- the mix of products sold;
- our  ability to control our internal costs and  the cost of raw materials;
- competitive  factors, including the prices,  promotional  incentives and trade
  terms of our  products and our response, as well as those of our customers and
  competitors,  to  changes  in  these  terms;
- business  combinations  and divestitures of our competitors and customers;
- our technological advances and/or those of our competitors;
- new patents granted to us or our competitors;
- changes in exchange rates in one or more of our geographic markets;
- changes in laws and  regulations, including  trade  regulations  and tax laws,
  governmental  actions  affecting the  manufacturing  and sale of our products,
  unstable governments and legal systems, and nationalization of industries;
- changes in accounting policies;
- acquisition, divestiture or other collaborative activities; or
- the impact of general political and economic  conditions or hostilities in the
  United States or in other parts of the world.

<PAGE>
                                     PAGE 21
                           PART II. OTHER INFORMATION


Competitive Environment
-----------------------
We experience intense competition for sales of our products in most markets. Our
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
our  markets,  we have  major  competitors,  some of which are  larger  and more
diversified than we are.  Aggressive competition within our markets to preserve,
gain or regain market share, can affect our results in any given period.


Changes in Technology and New Product Introductions
---------------------------------------------------
In  most  product   categories  in  which  we  compete,   there  are  continuous
technological  changes  and  frequent  introductions  of new  products  and line
extensions.  Our ability to  successfully  introduce new products  and/or extend
lines of established products will depend on, among other things, our ability to
identify  changing   consumer  tastes  and  needs,   develop  new  technologies,
differentiate our products and gain market acceptance of new products. We cannot
be certain that we 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; or
- the development of new battery technologies.


Intellectual Property
---------------------
We rely upon patent,  copyright,  trademark  and trade secret laws in the United
States and in other countries to establish and maintain our  proprietary  rights
in  technology,  products  and our brands.  Our  intellectual  property  rights,
however,  could be challenged,  invalidated or  circumvented.  We do not believe
that our 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
---------------------
We have implemented and approved 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.
<PAGE>
                                     PAGE 22
                           PART II. OTHER INFORMATION


Sales and Operations Outside of the United States
-------------------------------------------------
Sales  outside of the  United  States  represent  a  substantial  portion of our
business.  In  addition,  we  have 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;
- changes in the mix of earnings taxed at varying rates;
- unexpected  changes in regulatory  requirements or tax laws; or
- longer payment cycles in certain countries.

We are also exposed to foreign currency  exchange rate risks with respect to our
sales, profits, and assets and liabilities  denominated in currencies other than
the U.S.  dollar.  Although we use instruments to hedge certain foreign currency
risks (through foreign currency forward,  swap and option contracts and non-U.S.
dollar  denominated  financings) and we are partially hedged through our foreign
manufacturing  operations,  there  can be no  assurance  that we  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,  we are  increasingly
dependent upon key retailers whose bargaining strength is growing.  Accordingly,
we face greater  pressure from retail trade  customers to provide more favorable
trade terms.

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


Effect of  Military Hostilities and Political Activity
------------------------------------------------------

Recent  military  hostilities and the threat of future  hostilities,  as well as
attendant political activity, have created an atmosphere of economic uncertainty
throughout the world. A disruption in our supply chain, an increase in import or
export costs and/or  other  macroeconomic  effects  resulting  from  military or
political  events could  adversely  affect  operating  results in any  reporting
period.
<PAGE>
                                     PAGE 23
                           PART II. OTHER INFORMATION


Item 6(a)  Exhibits

Exhibit 3.1  The Bylaws of The Gillette Company, as amended March 13, 2003,
filed herewith.

Exhibit  12  Statement  Regarding  Computation  of  Ratio of  Earnings  to Fixed
Charges, filed herewith.

Exhibit  99.1  Certification  Pursuant  to 18 U.S.C.  Section  1350,  as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

Exhibit  99.2  Certification  Pursuant  to 18 U.S.C.  Section  1350,  as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.


Item 6(b) Reports on Form 8-K

(a) The  Company  filed,  on  January 30, 2003,  a  current  report  on Form 8-K
containing  one exhibit:  a Press Release announcing the Company's financial
results for the full-year and for the fourth-quarter of 2002.

(b) The Company filed, on March 7, 2003, a current report on Form 8-K containing
two exhibits: the Terms Agreement and the Statement of Eligibility of Trustee on
Form T-1 related to the public offering of the Company's  2.875% Senior Note due
2008.

(c) The  Company  filed,  on  March 11,  2003,  a  current  report on Form 8-K
containing three exhibits:  the Fifth Supplemental Indenture, the Note and the
Legal Opinion related to the public offering of the Company's 2.875% Senior Note
due 2008.

(d) The  Company  filed,  on  March 14,  2003,  a  current  report on Form 8-K
containing two exhibits:  an Amendment to the Letter Agreement between the
Company and Berkshire Hathaway Inc. and a Press Release announcing changes in
the Company's Board of Directors.

(e) The Company filed, on April 2, 2003, a current report on Form 8-K containing
two exhibits: the Terms Agreement and the Note related to the public offering of
the Company's Floating Rate Notes due 2043.

<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 6, 2003
<PAGE>


CERTIFICATION

I, James M. Kilts, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Gillette Company;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the Audit Committee of
registrant's Board of Directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and



<PAGE>


6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  May 5, 2003


                                        /s/ James M. Kilts
                                        ------------------------------
                                        James M. Kilts
                                        Chairman of the Board,
                                        Chief Executive Officer



<PAGE>



CERTIFICATION

I, Charles W. Cramb, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Gillette Company;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the Audit Committee of
registrant's Board of Directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and



<PAGE>


6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  May 5, 2003


                                        /s/ Charles W. Cramb
                                        ------------------------------
                                        Charles W. Cramb
                                        Senior Vice President,
                                        Chief Financial Officer

<PAGE>

EXHIBIT INDEX


Exhibit Number and Description

Exhibit 3.1  The Bylaws of The Gillette Company, as amended March 13, 2003,
filed herewith.

Exhibit  12  Statement  Regarding  Computation  of  Ratio of  Earnings  to Fixed
Charges, filed herewith.

Exhibit  99.1  Certification  Pursuant  to 18 U.S.C.  Section  1350,  as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

Exhibit  99.2  Certification  Pursuant  to 18 U.S.C.  Section  1350,  as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.