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 Quarter Ended June 30, 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 July 31, 2003 . . . . . . . . . . . . . . . .1,020,182,696
<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        Six Months Ended
                                                             June 30                 June 30
                                                       ------------------        -----------------
                                                          2003       2002         2003        2002
                                                          ----       ----         ----        ----
<S>                                                  <C>       <C>            <C>       <C>
Net Sales ..........................................   $ 2,254    $ 2,024      $ 4,225     $ 3,756
Cost of Sales ......................................       870        798        1,648       1,492
                                                       -------    -------      -------     -------
  Gross Profit .....................................     1,384      1,226        2,577       2,264

Selling, General and Administrative Expenses .......       879        807        1,692       1,517
Restructuring - Gain on Sale of Vaniqa .............         -        (30)           -         (30)
                                                       -------    -------      -------     -------
  Profit from Operations ...........................       505        449          885         777

Nonoperating Charges (Income):
  Interest income ..................................        (3)        (6)          (6)        (11)
  Interest expense .................................        16         24           30          44
  Exchange .........................................         3         (2)           5          (8)
  Other charges - net ..............................         6          8           (3)          4
                                                       -------    -------      -------     -------
                                                            22         24           26          29
                                                       -------    -------      -------     -------
Income before Income Taxes .........................       483        425          859         748

Income Taxes .......................................       145        132          258         232
                                                       -------    -------      -------     -------
  Net Income .......................................   $   338    $   293      $   601     $   516
                                                       =======    =======      =======     =======

Net Income per Common Share:
  Basic ............................................   $   .33    $   .28      $   .58     $   .49
                                                       =======    =======      =======     =======
  Assuming Full Dilution ...........................   $   .33    $   .28      $   .58     $   .49
                                                       =======    =======      =======     =======


Dividends per Common Share:
  Declared .........................................   $ .3250    $ .3250      $ .3250     $ .3250
  Paid .............................................   $ .1625    $ .1625      $ .3250     $ .3250

Weighted average number of common shares outstanding
  Basic ............................................     1,021      1,057        1,029       1,056
  Assuming full dilution ...........................     1,023      1,062        1,031       1,061
</TABLE>

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

<CAPTION>
                                                             June 30,    December 31,     June 30,
                                                               2003         2002            2002
                                                          ------------   ------------   -----------
                                                           (Unaudited)                  (Unaudited)
<S>                                                          <C>          <C>            <C>
Current Assets:
  Cash and cash equivalents ..............................   $  614       $   801        $   980
  Trade receivables, less allowances, June 2003, $55;
    December 2002, $73; June 2002, $61 ...................    1,135         1,202          1,210
  Other receivables ......................................      395           311            296
  Inventories
     Raw materials and supplies ..........................      116           115            133
     Work in process .....................................      221           191            277
     Finished goods ......................................      822           622            800
                                                            -------       -------        -------
       Total Inventories .................................    1,159           928          1,210
                                                            -------       -------        -------

  Deferred income taxes ..................................      314           380            507
  Other current assets ...................................      292           175            294
                                                            -------       -------        -------
       Total Current Assets ..............................    3,909         3,797          4,497
                                                            -------       -------        -------

Property, Plant and Equipment, at cost ...................    6,684         6,429          6,303
Less accumulated depreciation ............................   (3,175)       (2,864)        (2,756)
                                                            -------       -------        -------
       Net Property, Plant and Equipment .................    3,509         3,565          3,547
                                                            -------       -------        -------

Goodwill .................................................      975           962            954
Intangible Assets, less accumulated amortization .........      392           400            409
Other Assets .............................................    1,096         1,139            814
                                                            -------       -------        -------

                                                            $ 9,881       $ 9,863        $10,221
                                                            =======       =======        =======
</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>
                                                         June 30,     December  31,    June 30,
                                                           2003           2002           2002
                                                       ------------   ------------   ------------
                                                       (Unaudited)                   (Unaudited)
<S>                                                    <C>            <C>           <C>
Current Liabilities:
  Loans payable ....................................   $    364       $    673       $  1,903
  Current portion of long-term debt ................        584            527            606
  Accounts payable .................................        549            581            532
  Accrued liabilities ..............................      1,646          1,303          1,188
  Dividends payable ................................        166            170            172
  Income taxes .....................................        232            234            392
                                                       --------       --------       --------
     Total Current Liabilities .....................      3,541          3,488          4,793
                                                       --------       --------       --------

Long-Term Debt .....................................      2,740          2,457          1,724
Deferred Income Taxes ..............................        625            692            571
Other Long-Term Liabilities ........................        887            920            713
Minority Interest ..................................         42             46             42

Stockholders' Equity:
  Common stock, par value $1.00 per share:
    Authorized 2,320 shares
    Issued: June 2003, 1,372 shares;
            Dec. 2002, 1,370 shares;
            June 2002, 1,370 shares ................      1,372          1,370          1,370
  Additional paid-in capital .......................      1,233          1,197          1,151
  Earnings reinvested in the business ..............      6,877          6,608          6,250
  Accumulated other comprehensive loss .............     (1,257)        (1,523)        (1,428)
  Treasury stock, at cost: June 2003, 352 shares;
    Dec. 2002, 326 shares; and June 2002, 312 shares     (6,179)        (5,392)        (4,965)
                                                       --------       --------       --------
          Total Stockholders' Equity ...............      2,046          2,260          2,378
                                                       --------       --------       --------
                                                       $  9,881       $  9,863       $ 10,221
                                                       ========       ========       ========
</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>
                                                             Six Months Ended
                                                                 June 30
                                                            ------------------
                                                            2003         2002
                                                            ----         ----
<S>                                                        <C>         <C>
Operating Activities
    Net income .....................................       $ 601       $  516
    Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization ................         278          244
      Deferred income taxes ........................          39           52
      Other ........................................          11            7
      Changes in assets and  liabilities,  excluding
      effects of acquisitions and divestitures:
        Trade and other accounts receivable ........          59          334
        Inventories ................................        (188)        (160)
        Accounts payable and accrued liabilities ...         227           25
        Other working capital items ................         (68)        (133)
        Other noncurrent assets and liabilities ....          45         (185)
                                                           -----        -----
          Net cash provided by operating activities        1,004          700
                                                           -----        -----
Investing Activities

    Additions to property, plant and equipment .....        (132)        (175)
    Disposals of property, plant and equipment .....          23           21
                                                           -----        -----
          Net cash used in investing activities ....        (109)        (154)
                                                           -----        -----
Financing Activities

    Purchase of treasury stock .....................        (786)           -
    Proceeds from exercise of stock option and
         purchase plans ............................          37           23
    Proceeds from long-term debt ...................         684          350
    Repayment of long-term debt ....................        (382)        (197)
    Decrease in loans payable ......................        (311)        (333)
    Dividends paid .................................        (335)        (343)
    Settlements of debt-related derivative contracts           7            9
                                                           -----        -----
          Net cash used in financing activities ....      (1,086)        (491)
                                                           -----        -----
Effect of Exchange Rate Changes on Cash ............           4            -
Net Cash Used in Discontinued Operations ...........           -          (22)
                                                           -----        -----
Increase (Decrease) in Cash and Cash Equivalents ...        (187)          33
Cash and Cash Equivalents at Beginning of Period ...         801          947
                                                           -----        -----
Cash and Cash Equivalents at End of Period .........       $ 614        $ 980
                                                           =====        =====
Supplemental disclosure of cash paid for:

    Interest .......................................       $  29        $  50
    Income taxes ...................................       $ 212        $ 149

</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    Six Months Ended
                                               June 30             June 30
                                         ------------------    ----------------
                                           2003        2002      2003      2002
                                           ----        ----      ----      ----
<S>                                       <C>         <C>       <C>       <C>
Net Income, as reported                   $ 338       $ 293     $ 601     $ 516
  Other Comprehensive Income (Loss),
    net of tax:
  Foreign Currency Translation              171          47       262         7
  Cash Flow Hedges                            2          (1)        4         2
                                          -----       -----     -----     -----
Comprehensive Income                      $ 511       $ 339     $ 867     $ 525
                                          =====       =====     =====     =====
</TABLE>

Accumulated Other Comprehensive Loss
------------------------------------
The balances for the components of Accumulated 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)
Change in period                       172             -           (2)           170
Income tax benefit (expense)          (125)            -            1           (124)
                                    ------        ------       ------         ------
Balance June 30, 2002              $(1,366)      $   (56)      $   (6)       $(1,428)
                                    ======        ======       ======         ======

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)
Change in period                       185             -            3            188
Income tax benefit (expense)           (14)            -           (1)           (15)
                                    ------        ------       ------         ------
Balance June 30, 2003              $(1,070)      $  (186)      $   (1)       $(1,257)
                                    ======        ======       ======         ======

</TABLE>
The  change in  accumulated  foreign  currency  translation  adjustment  for the
quarter ended June 30, 2003, was a $171 million gain, net of tax. The gains were
primarily  in Europe and Brazil.  The gain for the quarter  ended June 30, 2002,
net of tax, was $47 million,  with gains in Europe  largely  offset by losses in
Latin America.

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           Six Months
                                           Ended June 30,        Ended June 30,
                                          2003       2002       2003       2002
                                          ----       ----       ----       ----
<S>                                       <C>      <C>          <C>      <C>
(Millions, except per share amounts)
------------------------------------

Net income, as reported                   $  338   $  293       $  601   $  516
Less: Compensation expense for option
      awards determined by the fair-
      value-based method, net of
      related tax effects                    (25)     (27)         (50)     (54)
                                          ------   ------       ------   ------
Pro forma net income                      $  313   $  266       $  551   $  462
                                          ======   ======       ======   ======

Net income per common share
Basic
  As reported                             $  .33   $  .28       $  .58   $  .49
  Pro forma                                  .31      .25          .54      .44
Assuming full dilution
  As reported                             $  .33   $  .28       $  .58   $  .49
  Pro forma                                  .31      .25          .54      .44


The fair value of each option grant for the Company's  plans is estimated on the
date of the grant using the Black-Scholes option pricing model.
</TABLE>
<PAGE>
                                     PAGE 7
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Accounting Pronouncements
-------------------------
In  April  2003,  the  Financial  Accounting  Standards  Board  (FASB)  released
Statement  of  Financial  Accounting  Standards  (SFAS) No. 149,  "Amendment  of
Statement 133 on Derivative  Instruments and Hedging  Activities."  SFAS No. 149
clarifies  under what  circumstances  a contract with an initial net  investment
meets  the  characteristics  of  a  derivative,  amends  the  definition  of  an
underlying  contract,  and  clarifies  when a  derivative  contains a  financing
component in order to increase the  comparability of accounting  practices under
SFAS No. 133. The statement is effective for contracts  entered into or modified
after June 30, 2003,  and for hedging  relationships  designated  after June 30,
2003. The adoption of SFAS No. 149 is not expected to have a material  impact on
the Company's consolidated financial statements.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with Characteristics of both Liabilities and Equity." This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  Many of those  instruments
were previously  classified as equity.  The Statement is effective for financial
instruments  entered into or modified  after May 31, 2003.  The Company  adopted
this  standard  on June 1,  2003.  Its  adoption  did not have any impact on the
financial statements.

In May 2003,  the  consensus to EITF Issue No.  01-08,  "Determining  Whether an
Arrangement Contains A Lease," was issued. The guidance in the consensus applies
to the purchase or sale of goods and services  under various types of contracts,
including outsourcing arrangements. Based on the criteria in the consensus, both
parties to an  arrangement  are  required to determine  whether the  arrangement
includes a lease  within the scope of SFAS No. 13. The new  requirement  applies
prospectively to new or modified  arrangements for reporting  periods  beginning
after May 28, 2003.  Accordingly,  as of July 1, 2003,  the Company will account
for new or modified  arrangements based on this guidance,  which could result in
the recognition of operating or capital leases under SFAS No. 13.
<PAGE>
                                      PAGE 8
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
<TABLE>
Goodwill and Intangible Assets
------------------------------

Total goodwill by segment follows.
<CAPTION>
Net Carrying Amount         June 30,      December 31,      June 30,
(Millions)                    2003            2002            2002
                          ------------    ------------    ------------
<S>                          <C>             <C>             <C>
Blades & Razors              $ 140           $ 140           $ 142
Duracell                       584             571             563
Oral Care                      172             173             172
Braun                           79              78              77
Personal Care                    -               -               -
                            ------           -----          ------
  Total                      $ 975           $ 962          $  954
                            ======           =====          ======

The change  between the June 30, 2003,  December  31,  2002,  and June 30, 2002,
balances is mainly due to the impact of foreign currency translation.
 </TABLE>
<TABLE>
The detail of intangible assets follows.
<CAPTION>
                              Weighted
                              Average         June 30, 2003         December 31, 2002           June 30, 2002
                           Amortization  ----------------------   ----------------------   ----------------------
                               Period    Carrying  Accumulated    Carrying  Accumulated    Carrying  Accumulated
(Millions)                     (Years)    Amount   Amortization    Amount   Amortization    Amount   Amortization
                           ------------  --------  ------------   --------  ------------   --------  ------------
<S>                                 <C>   <C>        <C>          <C>          <C>          <C>        <C>
Amortized Intangible Assets
  Patents                           6     $ 101      $  61        $  101        $  53        $ 103      $  46
  Trademarks                        6        14          6            13            4           11          2
  Software                          5        12         10            12            9           16          8
  Endorsements                      -        61         61            61           61           61         61
  Other                            23        11          3            11            3           12          3
                                           ----       ----         -----        -----        -----      -----
Total                               7     $ 199      $ 141        $  198        $ 130        $ 203      $ 120
                                           ----       ----         -----        -----        -----      -----
Unamortized Intangible Assets
  Trademarks                              $ 319                   $  317                     $ 314
  Pension                                    15                       15                        12
                                           ----       ----         -----        -----        -----      -----
Total                                     $ 533      $ 141        $  530        $ 130        $ 529      $ 120
                                           ====       ====         =====        =====        =====      =====

                                           ----                    -----                     -----
Intangible Assets, net                    $ 392                    $ 400                    $  409
                                           ====                    =====                     =====

Aggregate Amortization Expense:
  For the three months ended
    June 30, 2003               $  5
    June 30, 2002               $  5
  For the six months ended:
    June 30, 2003               $ 11
    June 30, 2002               $ 10

Estimated Amortization Expense:
  For the Years ended
    December 31, 2003           $ 21
                 2004           $ 19
                 2005           $  7
                 2006           $  4
                 2007           $  3
</TABLE>
<PAGE>
                                     PAGE 9
                  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         Six Months Ended
(Millions)                         June 30                   June 30
                              ------------------        ------------------
                                 2003       2002           2003       2002
                                 ----       ----           ----       ----
<S>                          <C>         <C>           <C>         <C>
Net Sales                     $ 2,254    $ 2,024        $ 4,225    $ 3,756

Advertising                       186        159            353        296

  % Net Sales                     8.2%       7.9%           8.3%       7.9%
</TABLE>
<PAGE>
                                    PAGE 10
                  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, and
June 30, 2003, the Company  repurchased  23.5 million and 2.4 million shares for
$706 million and $80 million, respectively.


<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             Six Months Ended
                                           June 30                      June 30
                                    ---------------------        ---------------------
(Millions)                            2003        2002             2003        2002
                                     ------      ------           ------      ------
<S>                                  <C>         <C>              <C>         <C>
Blades & Razors                      $1,003      $  884           $1,896      $1,654
Duracell                                432         428              816         760
Oral Care                               316         275              611         540
Braun                                   284         233              499         420
Personal Care                           219         204              403         382
                                     ------      ------           ------      ------
   Total                             $2,254      $2,024           $4,225      $3,756
                                     ======      ======           ======      ======

<CAPTION>

                                               Profit/(Loss) from Operations
                                  ----------------------------------------------------
                                     Three Months Ended             Six Months Ended
                                           June 30                      June 30
                                  ---------------------------  -----------------------
(Millions)                            2003        2002             2003        2002
                                     ------      ------           ------      ------
<S>                                  <C>         <C>              <C>         <C>
Blades & Razors                      $  377      $  324           $  708      $  612
Duracell                                 54          46               93          45
Oral Care                                53          50              102         103
Braun                                    28          22               21          25
Personal Care                            24           5               24          16
                                     ------      ------           ------      ------
 Subtotal Reportable Segments           536         447              948         801
 All Other (1)                          (31)          2              (63)        (24)
                                     ------      ------           ------      ------
   Total                             $  505      $  449           $  885      $  777
                                     ======      ======           ======      ======

(1) All Other  includes  the $30 million gain on the sale of Vaniqa in the three
and six months ended June 30, 2002.
</TABLE>
<PAGE>
<TABLE>
                                     PAGE 11
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<CAPTION>
                                        Identifiable Assets
                                  -------------------------------
                                  June 30,    Dec. 31,   June 30,
(Millions)                          2003       2002        2002
                                  ---------   -------    ---------
                                 (Unaudited)            (Unaudited)

<S>                              <C>         <C>         <C>
Blades & Razors                  $ 3,343     $ 3,170     $ 3,258

Duracell                           2,559       2,741       2,782

Oral Care                          1,230       1,094       1,057

Braun                              1,130       1,065       1,014

Personal Care                        539         520         535
                                 -------     -------     -------
Subtotal Reportable Segments       8,801       8,590       8,646

All Other                          1,080       1,273       1,575

                                 -------     -------     -------
  Total                          $ 9,881     $ 9,863     $10,221
                                 =======     =======     =======
</TABLE>
<PAGE>
<TABLE>
                                     PAGE 12
                  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      Six Months Ended
                                                   June 30                June 30
                                             ------------------     ------------------
                                                2003      2002         2003      2002
                                                ----      ----         ----      ----
<S>                                           <C>       <C>          <C>       <C>
Net Income .............................      $  338    $  293       $  601    $  516
                                              ======    ======       ======    ======


Common shares, basic ...................       1,021     1,057        1,029     1,056
Effect of dilutive securities:
    Stock options ......................           2         5            2         5
                                              ------    ------       ------    ------
Common shares, assuming full dilution          1,023     1,062        1,031     1,061
                                              ======    ======       ======    ======


Net Income per Common Share:

  Basic ................................      $  .33    $  .28       $  .58    $  .49
                                              ======    ======       ======    ======
  Assuming full dilution ........             $  .33    $  .28       $  .58    $  .49
                                              ======    ======       ======    ======

</TABLE>
As of June 30, 2003 and 2002,  66.0  million and 43.7  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.
<TABLE>
<PAGE>
                                     PAGE 13
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


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

In the second  quarter of 2002,  the Company began actions  associated  with its
Functional Excellence initiative.  This initiative impacts all business segments
and is focused on  upgrading  capabilities,  while  reducing  overhead  costs by
improving processes and eliminating  duplication across all functions.  Specific
program activities include outsourcing certain information technology functions,
implementing new worldwide technology tools and processes, streamlining customer
management and marketing programs, and consolidating financial functions.

Total pretax  charges  under the  Functional  Excellence  initiative,  including
employee  termination  benefits and other costs,  were $31 million in the second
quarter of 2002,  $121 million for the full year 2002,  $44 million in the first
quarter  of 2003,  and $42  million  in the  second  quarter  of 2003.  Employee
terminations are completed within 12 months of accrual. The employee termination
benefits are calculated using the Company's long-standing severance formulas and
vary on a country-by-country basis, depending on local statutory requirements.

Details of the Functional  Excellence accrual follow. Other costs included items
such as  consulting,  lease  buyouts and asset write downs related to Functional
Excellence programs.

<CAPTION>
                                           Employee
(Millions)                                 Terminations     Other        Total
----------                                 -------          -----        -----
<S>                                        <C>             <C>          <C>
Accrual Balance December 31, 2002          $85.8            $6.3          $92.1

First Quarter 2003:
  Charges                                   38.0             6.0           44.0
  Payments/Uses                            (43.6)           (2.2)         (45.8)
                                           ------          ------         ------
Accrual Balance March 31, 2003              80.2            10.1           90.3
                                           ------          ------         ------

Second Quarter 2003:
  Charges                                   33.9             7.7           41.6
  Payments/Uses                            (33.7)           (5.7)         (39.4)
                                           ------          ------         ------
Accrual Balance June 30, 2003              $80.4           $12.1          $92.5
                                           ======          ======         ======
</TABLE>

Functional Excellence charges in 2003 included $12 million and $13 million which
were recorded to cost of goods sold,  and $30 million and $73 million which were
recorded to selling,  general and  administrative  expenses in the three and six
month periods  ended June 30, 2003,  respectively.
<PAGE>
                                     PAGE 14
           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.

Second Quarter 2003 versus 2002
-------------------------------
Total Company: Sales for the quarter ended June 30, 2003, were $2.25 billion, an
increase  of 11%  versus  the same  quarter  of the prior  year.  The  impact of
exchange  was 6%, as the  strength  of  European  currencies  more  than  offset
unfavorable  exchange  in  Latin  America.  Volume/mix  contributed  5% to sales
growth, largely driven by new products.  Overall, pricing had no material impact
on reported  sales, as price increases in Blades and Razors were offset by lower
pricing in both  Duracell and Oral Care.  Profit  increased 12% as compared with
the prior  year,  mainly due to  favorable  product mix in the Blades and Razors
business,  cost-savings  initiatives and manufacturing  efficiencies,  partially
offset   by  higher   year-over-year   exchange-driven   European-based   costs,
significantly  higher advertising  investment,  incremental  pension expense and
higher  Functional  Excellence  charges.   Heightened  competitive  activity  is
expected  for the balance of the year in Blades and  Razors,  which could have a
dampening  effect  on  Gillette's  2003  and  2004  earnings  potential  through
increased marketing investment and potential share loss. However,  this activity
is not  expected  to inhibit  our  ability to  deliver on our  financial  growth
targets.

Blades  and  Razors:  Second-quarter  sales  rose 14%  compared  with the second
quarter of last year.  Excluding  the impact of exchange,  sales  increased  8%.
Sales  growth  was driven by the  success of  Mach3Turbo  in North  America  and
Europe, together with the North American launches of the Venus Passion and Venus
Spa Collection systems and Sensor3 disposable razors.  Second-quarter Blades and
Razors  profit  was up 17%,  and  margin  climbed  100  basis  points  to 37.6%,
reflecting sales performance and continued  upgrading to premium systems.  These
gains were partially offset by a double-digit increase in advertising support.

Duracell:  Sales of Duracell for the quarter increased 1% versus those of a year
ago. Excluding the impact of exchange,  sales declined by 4%, as strong alkaline
volume gains in Europe and North America were offset by lower pricing due to the
North America price-deal  realignment  program, and lower volumes related to the
divestiture  of the carbon  zinc  businesses  in South  Africa  and India.  Deep
discount pricing programs have recently been announced by competition, which may
impact the dynamics of the battery  category for the second half of the year. In
addition,  we expect a reduction in category growth in the United States, due to
consumer  destocking from first-quarter  pantry-loading.  Profit from operations
grew 20% versus a year ago, reflecting continued manufacturing  efficiencies and
overhead  containment,  partially offset by a substantial increase in marketing.
The impact of lower pricing as a result of the price-deal realignment was offset
by lower promotional activity and the elimination of free cell giveaways.

Oral Care:  Oral Care  second-quarter  sales were 15% above those of 2002, or 8%
excluding  the impact of exchange.  The manual and power  toothbrush  businesses
each  grew   substantially,   due  to  successful   new  product   introductions
(CrossAction Vitalizer and CrossAction Power battery) and the strong performance
of  entry-priced  toothbrushes  in  emerging  markets.  Oral  Care  profit  from
operations grew 7% from a year ago, reflecting increased sales from new products
and improved factory performance,  partially offset by the impact of exchange on
European-sourced  product costs and a  double-digit  increase in  advertising to
support new product launches.


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


Braun:  Sales of Braun  rose  22%  above  those  of the  previous  year,  or 12%
excluding the impact of exchange. Double-digit sales growth in North America and
Asia was driven by the Thermoscan ear-thermometer business,  reflecting concerns
over the SARS  epidemic.  In addition,  the new  SoftPerfection  epilator  drove
strong growth in AMEE and Southern Europe, while the new Flex XP2 men's electric
shaver was successfully introduced in Japan. These gains helped to offset a weak
economic  environment in Europe that continues to pressure the electric  shaving
category. Strong sales growth and manufacturing  efficiencies,  partially offset
by the impact of  exchange on  European  manufacturing  costs and an increase in
advertising, resulted in an increase in profit of 28% versus the prior year.

Personal  Care:  Sales  for  the  quarter  increased  by 8%,  or 3% in  constant
currency.  Growth  was driven by strong  sales of  PowerCaps  premium  clear gel
antiperspirants  in North  America  and by strong  European  sales of Satin Care
female shave gel. Profit for the quarter increased significantly, chiefly due to
the benefit of cost-savings initiatives.

Six Months 2003 versus 2002
---------------------------
Total Company: Sales for the six months ended June 30, 2003, were $4.23 billion,
an increase of 13% versus the same  period  last year.  Excluding  the impact of
exchange,  sales increased by 7%,  attributable  mainly to volume/mix.  Overall,
pricing had no material  impact on the period,  as price increases in Blades and
Razors were more than offset by lower prices in Duracell  and Oral Care.  Profit
increased by 14% compared with the prior year,  due to favorable  product mix in
Blades and Razors,  cost-savings  initiatives  and  manufacturing  efficiencies,
which more than  offset  higher  European-based  costs due to  exchange,  higher
advertising  investment,  incremental  Functional Excellence expenses across all
business segments, and incremental pension expense.

Blades and Razors:  Sales increased 15%, and profit increased 16%, compared with
the first six  months of last year.  Excluding  the  impact of  exchange,  sales
increased  10%.  Sales  growth was  driven by the  strength  of premium  shaving
systems,  including the launch of Mach3Turbo in Europe.  Profit grew at a higher
pace than sales,  resulting in a margin increase of 40 basis points to 37.4%, as
favorable  product mix to our premium  systems  more than offset a  double-digit
increase in advertising.

Duracell:  Sales of Duracell  for the six months  increased 7% versus those of a
year ago. Excluding exchange, sales increased 3%, primarily due to North America
consumer pantry-loading in the first quarter of 2003 and volume gains in Europe.
This was partially  offset by lower  pricing from the North  America  price-deal
realignment  initiative and unmatched  2002 sales related to the  divestiture of
the carbon zinc businesses in South Africa and India.  Profit  year-to-date more
than doubled due to higher sales, solid cost-saving  programs and the absence of
first-quarter  2002 costs  associated  with  withdrawing  selected  hearing  aid
batteries. These gains were partially offset by significantly higher advertising
expenses.

Oral Care: Oral Care sales were 13% above those of 2002, or 7% above,  excluding
the impact of  exchange.  Sales  growth was driven by the success of new product
introductions in both the manual and power  categories.  Profit and margins were
lower than  those of the prior  year,  as higher  sales  from new  products  and
improved factory performance were more than offset by higher European costs, due
to  exchange,  a  significant  increase  in  advertising  investment  and higher
warranty-related accruals in the first quarter of 2003.

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


Braun:  Sales of Braun  increased  19% over those of the prior  year,  including
currency  gains  amounting  to  11  percentage  points.  Growth  was  driven  by
significant  gains in both male and female electric  shavers,  as well as strong
sales of  Thermoscan,  fueled by concerns  over the SARS  epidemic.  Profit from
operations  declined 13%, due to incremental  warranty  accruals incurred in the
first quarter of 2003, higher advertising support, and the impact of exchange on
European-based  manufacturing  costs,  which  more  than  offset  benefits  from
improved product mix, manufacturing efficiencies and strong sales growth.

Personal Care:  Personal Care sales  increased 6% over those of 2002, or 2% on a
constant    currency   basis.   New   product   success   with   the   PowerCaps
antiperspirant/deodorant  line was partially  offset by currency  devaluation in
Latin  America.  Profit from  operations  increased 47%, due to higher sales and
cost-savings  initiatives,  which were partially  offset by increased  marketing
investment for new product launches.


Costs and Expenses
------------------
Second Quarter 2003 versus 2002
-------------------------------
Gross profit for the three months ended June 30,  2003,  was $1.38  billion,  an
increase of 13% versus  2002.  Gross  profit as a  percentage  of sales of 61.4%
compared with 60.6% in 2002. This improvement stemmed from favorable product mix
in the Blades and Razors business,  cost-savings  initiatives and  manufacturing
efficiencies,   particularly   at   Duracell,   partially   offset   by   higher
year-over-year    exchange-driven   European-based   manufacturing   costs   and
incremental Functional Excellence costs within Cost of Goods Sold.

Selling,  general and administrative  expenses increased by $72 million,  or 9%,
versus the prior year.  Advertising and sales promotion  combined  increased 18%
over the prior year, with advertising  growing to 8.2% of sales from 7.9% in the
prior  year,  as  support  was  increased  for  new  and  existing  brands  with
advertising  across all  businesses.  Sales  promotion  increased  slightly as a
percentage  of sales,  chiefly  reflecting  support for new product  activity in
Blades and Razors,  Oral Care and  Personal  Care.  Other  selling,  general and
administrative  expenses increased by 5%, compared with the prior year, but fell
160 basis points as a percentage of sales,  from 28.1% in the second  quarter of
2002 to 26.5% this year.  Higher  European-based  costs due to exchange,  higher
Functional  Excellence  charges  and  incremental  pension  expense  led  to the
increase.

Profit from operations was $505 million, an increase of 12% from $449 million in
2002.  Profit from  operations in 2002 included a $30 million pretax gain on the
sale of the  Vaniqa  business.  Excluding  this  gain,  profit  from  operations
increased by 21%.

Net interest expense decreased, due to significantly lower rates year-over-year.
Exchange was a net loss in the quarter, versus a net gain in the prior year.

The effective tax rate was 30%,  versus 31% in the year before.  The decrease is
primarily  due to favorable  changes in the mix of earnings by country  taxed at
rates lower than the U.S. statutory rate.

Net income of $338  million  was 15% above the $293  million in the prior  year.
Diluted net income per common share of $.33 was 18% above the $.28  reported for
2002.  Net income for 2002 included a one-time $21 million  aftertax gain on the
sale of the Vaniqa  business,  which had a $.02 favorable  impact on diluted net
income per common share last year.  Excluding the impact of Vaniqa,  diluted net
income per common  share  increased  27%.  The growth in diluted  net income per
common share was driven by strong operating  results,  a lower tax rate, and the
effect of stock repurchases.
<PAGE>
                                     PAGE 17
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Six Months Ended June 30, 2003 versus 2002
------------------------------------------
Gross  profit for the six months  ended June 30,  2003,  was $2.58  billion,  an
increase of 14% versus  2002.  Gross  profit as a  percentage  of sales of 61.0%
compared with 60.3% in 2002. This was due to favorable product mix in Blades and
Razors,  cost-savings initiatives and manufacturing  efficiencies that more than
offset higher European-based costs.

Selling,  general and administrative  expenses  increased $175 million,  or 12%.
Advertising  and  sales  promotion  expenses  combined  increased  by 17%,  with
advertising  up 19%,  to 8.3% of sales  from 7.9% in the prior  year,  and sales
promotion up 13% versus last year.  Other  selling,  general and  administrative
expenses were above those of the prior year, reflecting  incremental  Functional
Excellence expense, incremental pension expense, and higher European-based costs
due to the strengthening of the Euro.

Profit from  operations  was $885  million,  up 14% versus  $777  million a year
earlier.  Profit from  operations in 2002 included a $30 million  pretax gain on
the sale of the Vaniqa business. Excluding the impact of the Vaniqa gain, profit
from  operations   increased  by  18%.

Net  interest  expense  decreased  due  to
significantly  lower rates.  Exchange  was a net loss,  versus a net gain in the
prior year.

The  effective tax rate was 30%,  versus 31% in the prior year.  The decrease is
primarily  due to favorable  changes in the mix of earnings by country  taxed at
rates lower than the U.S. statutory rate.

Net income was $601 million, up 16% versus $516 million a year earlier.  Diluted
net income per  common  share of $.58 was 18% above $.49 in 2002.  Net income in
2002  included a one-time  $21 million  aftertax  gain on the sale of the Vaniqa
business  that had a $.02  favorable  impact on  diluted  net  income per common
share.  Excluding  the impact of the Vaniqa gain,  diluted net income per common
share  increased  by 23%.  The growth in diluted net income per common share was
driven by strong  operating  results,  a lower tax rate, and the effect of stock
repurchases.

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 for the six  months  ended  June 30,  2003,  was $895  million,
compared  with $546  million in the same  period  last  year.  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.  A reconciliation of net cash provided by operating  activities to
free cash flow follows.
 <TABLE>
                                                          Six months ended
                                                              June 30
                                                         ------------------
(Millions)                                               2003          2002
----------                                               ----          ----
<S>                                                      <C>           <C>
Net cash provided by operating activities              $1,004          $700
Less: additions to property, plant and equipment         (132)         (175)
Plus: disposals of property, plant and equipment           23            21
                                                         ----          ----
Free cash flow                                           $895          $546
                                                         ====          ====
</TABLE>



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


Net cash provided by operating activities was $1.0 billion during the six months
ended June 30, 2003,  compared with $700 million during the same period in 2002.
The  increase  in net  cash  provided  by  operating  activities  in 2003 is due
primarily to $193 million in lower pension funding and higher profits.

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

The Company  spent $786 million to  repurchase  26 million  shares and paid $335
million in dividends  during the six months ended June 30, 2003. Net debt (total
debt less cash and cash  equivalents)  increased by $218 million to $3.1 billion
at June 30, 2003,  from $2.9 billion at December 31, 2002. The Company  believes
that net debt is an important consideration in evaluating its liquidity.

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 June 30, 2003, there was
$258  million  outstanding  under the  Company's  commercial  paper  program,  a
decrease of $291 million from $549 million outstanding at December 31, 2002. The
reduction in commercial  paper reflects the impact of debt issuances,  partially
offset by maturing debt  repayments.  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 common stock.

During the six months  ended June 30,  2003,  $686  million was issued in public
offerings under these shelf registration statements,  consisting of $300 million
2.875%  notes,  due March 2008,  $300 million  2.50% notes,  due June 2008,  $83
million in floating rate notes,  due April 2043, and $3 million issued under the
Gillette  medium-term note program.  All proceeds from these issuances were used
to reduce commercial paper  borrowings.  The $83 million floating rate 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
floating  rate  notes are also  redeemable  at the  Company's  option at various
prices from April 2033 to maturity.  At June 30, 2003, a total of $1.29  billion
remained available under these shelf registrations.

With its strong brands, leading market positions, strong financial condition and
substantial cash-generating  capability,  management 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.
<PAGE>
                                     PAGE 19
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Functional Excellence
---------------------
In the second  quarter of 2002,  the Company began actions  associated  with its
Functional  Excellence  initiative,  which is described in Notes to Consolidated
Financial  Statements.  The total cost of this project is estimated at $350-$400
million  through  2005.   Annualized  savings  from  the  Functional  Excellence
initiative are currently expected to be approximately $300-$350 million by 2006.

During 2002, the Company  recorded  expenses  related to this  initiative in the
amount of $121 million ($79 million  after taxes,  or $.07 in diluted net income
per common share), with $31 million ($20 million after taxes, or $.02 in diluted
net income per common share)  recorded in the second  quarter.  In the first and
second  quarters of 2003,  charges of $44 million ($42 million  after taxes,  or
$.04 in diluted net income per common  share) and $42 million ($30 million after
taxes,  or  $.03  in  diluted  net  income  per  common  share)  were  recorded,
respectively. Functional Excellence charges in 2003 included $12 million and $13
million  which were  recorded  to cost of goods  sold,  and $30  million and $73
million which were recorded to selling,  general and administrative  expenses in
the three and six month periods ended June 30, 2003, respectively.

It is currently expected that total 2003 Functional  Excellence expenses will be
in the range of $130-$150 million. Additional costs will be recorded in 2004 and
2005 as programs are  developed  and approved.  These  forward-looking  cost and
savings  numbers  contain  management  estimates that are subject to change over
time.
<PAGE>
                                     PAGE 20
                       DISCLOSURE CONTROLS AND PROCEDURES


Item 4. Controls and Procedures

The Company's  management,  under the supervision and with the  participation of
the Company's Chief Executive  Officer (CEO) and Chief Financial  Officer (CFO),
have evaluated the Company's  disclosure  controls and procedures as of June 30,
2003,  and they have concluded that these controls and procedures are effective.
There  have been no  significant  changes in  internal  control  over  financial
reporting that have materially affected,  or are reasonably likely to materially
affect, the Company's internal control over financial reporting.
<PAGE>

                                     PAGE 21
                           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 4.  Submission of Matters to a Vote of Security Holders

At its Annual Meeting on May 15, 2003, the  shareholders of The Gillette Company
took the following actions:

1. Elected the following  four  directors for terms to expire at the 2006 Annual
Meeting of Shareholders, with votes as indicated opposite each director's name:

                                For            Withheld
                            -----------       ----------
Roger K. Deromedi           855,992,794       37,327,741
Dennis F. Hightower         848,538,082       44,782,453
Herbert H. Jacobi           849,038,534       44,282,001
Nancy J. Karch              818,144,466       75,176,069

The directors whose term of office as a director continued after the meeting are
Edward F. DeGraan,  Wilbur H. Gantz, Michael B. Gifford, Ray J. Groves, James M.
Kilts, Fred H. Langhammer, Jorge Paulo Lemann and Marjorie M. Yang.

2. Approved a shareholder  proposal  recommending  the  declassification  of the
Board of Directors.  The vote was  476,154,703  for the proposal and 272,996,469
against, with 12,130,525 abstentions and 132,038,838 broker nonvotes.

3.  Rejected a  shareholder  proposal  that the  Company  establish  a policy of
expensing  stock  options.  The  vote  was  309,948,512  for  the  proposal  and
430,554,039  against,   with  20,777,206   abstentions  and  132,040,778  broker
nonvotes.


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.
<PAGE>
                                     PAGE 22
                           PART II. OTHER INFORMATION


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 23
                           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 24
                           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  events  resulting  from  military or
political  events could  adversely  affect  operating  results in any  reporting
period.
<PAGE>
                                     PAGE 25
                           PART II. OTHER INFORMATION



Item 6(a)  Exhibits

The following exhibits are included herein:

12  Statement  Regarding  Computation  of  Ratio of  Earnings  to Fixed
Charges.

31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).

31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).

32   Certification   Pursuant  to  Rule   13a-14(b)   and  Section  906  of  the
Sarbanes-Oxley  Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63
of Title 18, United States Code).

Item 6(b) Reports on Form 8-K

The  following  reports  on Form 8-K were  filed or  furnished  to the
Commission:

(a) The  Company  furnished,  on May 6,  2003,  a  current  report  on Form  8-K
containing  one exhibit:  a Press Release  announcing  the  Company's  financial
results for the first quarter of 2003.

(b) The Company filed,  on May 27, 2003, a current report on Form 8-K containing
two  exhibits:  the  Opinion  of  Ropes & Gray and the  Consent  of Ropes & Gray
related to the public offering of the Company's 2.50% Senior Note due 2008.
<PAGE>

                                     PAGE 26
                                    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

August 5, 2003
<PAGE>


EXHIBIT INDEX


Exhibit Number and Description

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

Exhibit  31.1  Certification  of  Chief  Executive  Officer  Pursuant  to  Rule
13a-14(a).

Exhibit  31.2  Certification  of  Chief  Financial  Officer  Pursuant  to  Rule
13a-14(a).

Exhibit 32     Certification   Pursuant  to  Rule  13a-14(b)  and  Section  906
of  the Sarbanes-Oxley  Act of 2002 (subsections (a) and (b) of Section 1350,
Chapter 63 of Title 18, United States Code).