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, 1999           Commission File Number 1-922


                              THE GILLETTE COMPANY
             (Exact name of registrant as specified in its charter)


Incorporated in Delaware                                    04-1366970
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)



Prudential Tower Building, Boston, Massachusetts                        02199
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code                (617) 421-7000


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.
                                             Yes   X          No______


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.


Title of each class


Common Stock, $1.00 par value

Shares Outstanding June 30, 1999  . . . . . . . . . . . . . . 1,085,001,932



<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
                                                       ------------------        ------------------
                                                         1999      1998            1999      1998
                                                         ----      ----            ----      ----
<S>                                                  <C>       <C>             <C>       <C>

Net Sales ..........................................   $ 2,414    $ 2,325        $ 4,353    $ 4,350
Cost of Sales ......................................       912        882          1,605      1,665
                                                       -------    -------        -------    -------
    Gross Profit ...................................     1,502      1,443          2,748      2,685

Selling, General and Administrative Expenses .......     1,010        848          1,809      1,656
                                                       -------    -------        -------    -------
    Profit from Operations .........................       492        595            939      1,029

Nonoperating Charges (Income):
  Interest income ..................................        (1)        (2)            (3)        (3)
  Interest expense .................................        24         17             52         34
  Exchange .........................................         6          7             15         13
  Other charges - net ..............................         4         (2)             4         (4)
                                                       -------    -------        -------    -------
                                                            33         20             68         40
                                                       -------    -------        -------    -------
    Income before Income Taxes .....................       459        575            871        989

Income Taxes .......................................       159        203            302        349
                                                       -------    -------        -------    -------

    Net Income .....................................   $   300    $   372        $   569    $   640
                                                       =======    =======        =======    =======

Net Income per common share
    Basic ..........................................   $   .27    $   .33        $   .51    $   .57
    Assuming full dilution .........................   $   .26    $   .33        $   .50    $   .56

Dividends per common share
    Declared .......................................   $ .1475    $ .1275        $ .1475    $ .1275
    Paid ...........................................   $ .1475    $ .1275        $ .2750    $ .2350

Weighted average number of common shares outstanding
    Basic ..........................................     1,101      1,124          1,103      1,123
    Assuming full dilution .........................     1,124      1,154          1,127      1,153
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.



<PAGE>
<TABLE>
                                     PAGE 2
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEET
                                     ASSETS
                              (Millions of dollars)

<CAPTION>


                                                       June 30,     December 31,
                                                         1999           1998
                                                     ------------   ------------

                                                      (Unaudited)
<S>                                                    <C>            <C>
Current Assets:
  Cash and cash equivalents ..........................   $    63      $   102
  Trade receivables,less allowances 1999-$58; 1998-$79     2,262        2,622
  Other receivables ..................................       311          321
  Inventories:
     Raw materials and supplies ......................       212          244
     Work in process .................................       266          232
     Finished goods ..................................     1,306        1,119
                                                         -------      -------
           Total Inventories .........................     1,784        1,595
  Deferred income taxes ..............................       503          517
  Other current assets ...............................       319          283
                                                         -------      -------
           Total Current Assets ......................     5,242        5,440
                                                         -------      -------

Property, Plant and Equipment, at cost ...............     5,621        5,705
   Less accumulated depreciation .....................     2,203        2,233
                                                         -------      -------
        Net Property, Plant and Equipment ............     3,418        3,472
                                                         -------      -------

Intangible Assets, less accumulated amortization .....     2,378        2,448

Other Assets .........................................       545          542
                                                         -------      -------

                                                         $11,583      $11,902
                                                         =======      =======
</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 of dollars)

<CAPTION>

                                                       June 30,     December 31,
                                                         1999           1998
                                                     ------------   ------------
                                                      (Unaudited)
<S>                                                <C>                <C>
Current Liabilities:
  Loans payable ....................................   $    844       $    981
  Current portion of long-term debt ................         64              9
  Accounts payable .................................        509            606
  Accrued liabilities ..............................      1,271          1,423
  Dividends payable ................................          -            141
  Income taxes .....................................        365            318
                                                       --------       --------
     Total Current Liabilities .....................      3,053          3,478
                                                       --------       --------

Long-Term Debt .....................................      3,259          2,256
Deferred Income Taxes ..............................        433            411
Other Long-Term Liabilities ........................        859            898
Minority Interest ..................................         37             39

Contingent Redemption Value of Common Stock
  Put Options ......................................        366            277

Stockholders' Equity:
  8.0% Cumulative Series C ESOP Convertible
    Preferred, without par value, issued: 1999,
    145,156 shares; 1998, 148,627 shares ...........         88             90
  Unearned ESOP compensation .......................         (7)           (10)
  Common stock, par value $1.00 per share:
    Authorized 2,320,000,000 shares
    Issued: 1999, 1,362,150,261 shares;
            1998, 1,357,913,938 shares .............      1,362          1,358
  Additional paid-in capital .......................        648            621
  Earnings reinvested in the business ..............      5,932          5,529
  Accumulated other comprehensive income ...........     (1,095)          (873)
  Treasury stock, at cost: 1999, 277,148,329 shares;
            l998, 252,507,187 shares ...............     (3,352)        (2,172)
                                                       --------       --------
          Total Stockholders' Equity ...............      3,576          4,543
                                                       --------       --------
                                                       $ 11,583       $ 11,902
                                                       ========       ========
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.


<PAGE>
<TABLE>
                                     PAGE 4
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                              (Millions of dollars)
                                   (Unaudited)
<CAPTION>                                                    Six Months Ended
                                                                 June 30
                                                            -----------------
                                                            1999         1998
                                                            ----         ----
<S>                                                     <C>         <C>
Operating Activities
    Net income ....................................        $ 569        $ 640
    Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization ...............          228          232
      Other .......................................            4          (26)
      Changes in assets and  liabilities,  net of
      effects from acquisition of businesses:
        Accounts receivable .......................          321          117
        Inventories ...............................         (238)        (376)
        Accounts payable and accrued liabilities ..         (243)        (233)
        Other working capital items ...............          (32)         (21)
        Other noncurrent assets and liabilities ...           (1)         (52)
        Funding of German pension plans............            -         (252)
                                                           -----        -----
          Net cash provided by operating activities          608           29
                                                           -----        -----
Investing Activities
    Additions to property, plant and equipment ....         (390)        (412)
    Disposals of property, plant and equipment ....           72           37
    Sale of Business ..............................            -          200
    Other .........................................            1           16
                                                           -----        -----
         Net cash used in investing activities ....         (317)        (159)
                                                           -----        -----
Financing Activities
    Purchase of treasury stock ....................       (1,133)        (116)
    Proceeds from sale of put options .............           38           23
    Proceeds from exercise of stock option and
         purchase plans ...........................           80           53
    Increase in long-term debt ....................        1,103          288
    Increase(Decrease) in loans payable ...........         (110)         119
    Dividends paid ................................         (306)        (266)
                                                           -----        -----
         Net cash (used in) provided by financing
           activities .............................         (328)         101
                                                           -----        -----
Effect of Exchange Rate Changes on Cash ...........           (2)           -
                                                           -----        -----
Increase(Decrease) in Cash and Cash Equivalents ...          (39)         (29)
Cash and Cash Equivalents at Beginning of Year ....          102          105
                                                           -----        -----
Cash and Cash Equivalents at End of Quarter .......        $  63        $  76
                                                           =====        =====
Supplemental disclosure of cash paid for:
    Interest ......................................        $  33        $  53
    Income taxes ..................................        $ 144        $ 241

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

<PAGE>

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

                                         Three Months Ended    Six Months Ended
                                               June 30             June 30
                                         ------------------    ----------------
                                           1999        1998    1999        1998
                                           ----        ----    ----        ----

Net Income                                $ 300       $ 372   $ 569       $ 640

Other Comprehensive Income, net of tax:
  Foreign Currency Translation              (86)        (13)   (222)         11
                                            ---         ---     ---         ---

Comprehensive Income                      $ 214       $ 359   $ 347       $ 651
                                            ===         ===     ===         ===

Foreign currency translation  is after favorable  (unfavorable) tax effects for
three months of $(34) million in 1999 and $(2) million in 1998 and for six
months of $(88) million in 1999 and $ 1 million in 1998.

Accumulated Other Comprehensive Income
--------------------------------------
The accumulated balances for the components of Other Comprehensive Income are:
<TABLE>
                                                                   Accumulated
                                      Foreign                         Other
                                      Currency       Pension     Comprehensive
                                    Translation     Adjustment       Income
                                    -----------     ----------   -------------

         Balance December 31, 1997    $  (790)         $ (20)        $  (810)
         Change in period                  24              -              24
                                        -----          -----           -----
         Balance March 31, 1998          (766)           (20)           (786)
         Change in period                 (13)             -             (13)
                                        -----          -----           -----
         Balance June 30, 1998        $  (779)         $ (20)        $  (799)
                                        =====          =====           =====


         Balance December 31, 1998    $  (826)         $ (47)        $  (873)
         Change in period                (136)             -            (136)
                                        -----          -----         -------
         Balance March 31, 1999          (962)           (47)         (1,009)
         Change in period                 (86)             -             (86)
                                        -----          -----         -------
         Balance June 30, 1999        $(1,048)         $ (47)        $(1,095)
                                        =====          =====         =======
(/TABLE>


See Accompanying Notes to Consolidated Financial Statements.


<PAGE>
                                     PAGE 6
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   COMPUTATION OF NET INCOME PER COMMON SHARE
                      (Millions, except per share amounts)
                                   (Unaudited)
<CAPTION>

                                             Three Months Ended        Six Months Ended
                                                   June 30                 June 30
                                             ------------------       ------------------
                                                1999      1998           1999      1998
                                                ----      ----           ----      ----
<S>                                           <C>       <C>            <C>       <C>
Net Income, as reported .............         $  300    $  372         $  569    $  640
Less:  Preferred stock dividends ....              1         1              2         2
                                              ------    ------         ------    ------
Net Income, basic ...................         $  299    $  371         $  567    $  638
Effect of dilutive securities:
    Convertible preferred stock .....              1         2              2         3
                                              ------    ------         ------    ------
Net Income, assuming full dilution ..         $  300    $  373         $  569    $  641
                                              ======    ======         ======    ======


Common shares, basic ................          1,101     1,124          1,103     1,123
Effect of dilutive securities:
    Convertible preferred stock .....             12        12             12        12
    Stock options ...................             11        18             12        18
                                              ------    ------         ------    ------
Common shares, assuming full dilution          1,124     1,154          1,127     1,153
                                              ======    ======         ======    ======

Net Income per Common Share
  Basic .............................         $  .27    $  .33         $  .51    $  .57
                                              ======    ======         ======    ======

  Assuming full dilution ............         $  .26    $  .33         $  .50    $  .56
                                              ======    ======         ======    ======
</TABLE>


See Acccompanying Notes to Consolidated Financial Statements.

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

Accounting Comments
-------------------
Reference is made to the registrant's 1998 annual report to stockholders,  which
contains,  at pages 24 through 40,  financial  statements and the notes thereto,
which are  incorporated by reference in the  registrant's  Annual Report on Form
10-K for the year ended December 31, 1998.

For interim reporting purposes,  advertising  expenses are charged to operations
as a  percentage  of sales,  based on  estimated  sales and related  advertising
expense for the full year. On an annual basis,  advertising costs are expensed
in the year incurred.

Effective  January 1, 1999,  Gillette  operations  in Mexico have  ceased  using
hyperinflationary  accounting. The functional currency in Mexico is the Peso and
the  switch  to  non-hyperinflationary  accounting  had no  material  impact  on
reported results.

The Company assesses the  recoverability of goodwill by determining  whether the
amortization  of the goodwill  balance over its remaining  life can be recovered
through  undiscounted future operating cash flows of the acquired operation.  If
the  goodwill  amortization  cannot be fully  recovered,  the amount of goodwill
impairment is determined  based on projected  discounted  future  operating cash
flows or appraised values, depending on the nature of the asset.

With respect to the financial  information for the interim  periods  included in
this report, which is unaudited, the management of the Company believes that all
adjustments  necessary for a fair  presentation  of the results for such interim
periods have been included.

Prior year  financial statements  have been  reclassified to conform to the 1999
presentations.

Accounting Pronouncements
-------------------------
In June  1998,  the  Financial  Accounting  Standards  Board  issued  SFAS  133,
"Accounting for Derivative Instruments and Hedging Activities." The Company will
adopt SFAS 133 no later than  January  1, 2001.  Its impact on the  consolidated
financial  statements  is still being  evaluated,  but it is not  expected to be
material.




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

Reorganization and Realignment
------------------------------

On September 28, 1998, the Company announced a reorganization that would realign
its worldwide operations. In connection with the reorganization and realignment,
and in accordance with EITF issue 94-3 and SFAS 121, the Company recorded in the
third  quarter of 1998 a charge to  operating  expenses  of $535  million  ($347
million  after taxes,  or $.30 in net income per common share,  fully  diluted).
No material adjustments have been made to the original plan. Employee related
expenses,  other benefits,  shown below,  include fringe benefits,  outplacement
fees and special termination benefits related to pensions.

Details of the reorganization and realignment charges follow.

                                                             Plan
                                    Activity    Current    Inception
                        Initial      Through    Quarter     Through
(Millions of dollars)  Provision   Dec.31,1998  Activity  Jun.30,1999  Balance
---------------------  ---------   -----------  --------  -----------  -------
Employee related expenses
  Severance payments      $305       $ 12         $ 17      $ 38        $267
  Other benefits            80         39            9        58          22
Asset impairments
  Prop., plant, & equip.   122        122            -       122           -
  Other assets              13         13            -        13           -
Distributor buyout costs    15          3            1        11           4
                          ----       ----         ----      ----        ----
Total                     $535       $189         $ 27      $242        $293
                          ====       ====         ====      ====        ====

The effect of suspending  depreciation  for impaired assets in the second
quarter was $3 million.

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

Share Repurchase Program
------------------------
On  September  18, 1997,  the  Company's  Board of Directors  authorized a share
repurchase  program to purchase up to 50 million shares in the open market or in
privately  negotiated  transactions,  depending on market  conditions  and other
factors. The Company did not repurchase any shares in the first quarter of 1999.
In the second quarter of 1999, the Company repurchased 25 million shares in the
open market for $1,183 million.  From the inception of the program through June
30, 1999,  the Company  repurchased  47 million  shares in the  open market for
$2,302 million.

On June 17,1999, the Company's Board of Directors authorized an expansion of the
share repurchase program from 50 to 75 million shares. The original 50 million
share repurchase was completed in July 1999.  The Company plans to purchase the
additional 25 million shares over the next 12 to 18 months in the open market or
in privately negotiated transactions, depending on market conditions and other
factors.

In 1999, the Company continued to sell equity put options as an enhancement to
its  ongoing  share  repurchase  program  and earned $42  million in premiums
through  June 30, 1999.  These  options  provide the Company with an  additional
opportunity  to  supplement  open-market  purchases  of its common  stock if the
options  expire "in the money"  (the  option  strike  price is greater  than the
closing price for Gillette  common stock on the expiration  date).  In addition,
the premiums  received are a source of funding for share purchases.  The options
are  exercisable  only on the last day of their  term.  The Company may elect to
settle by paying net cash or by purchasing  the shares.  To date the Company has
purchased  shares  upon  settlement  and it is  the  intention of the Company to
continue this practice.

The option prices were based on the market value of the  Company's  stock at the
date of  issuance.  The  redemption  value  of the  outstanding  options,  which
represents the options'  price  multiplied by the number of shares under option,
is presented  in the  accompanying  consolidated  balance  sheet as  "Contingent
Redemption  Value of Common Stock Put  Options."  At June 30, 1999,  the "in the
money" obligation (i.e., when the option strike price is greater than the
closing price for Gillette common stock on June 30, 1999) related to the written
put  options  maturing on  specific dates  during the third quarter of 1999 was
$57 million.
<PAGE>
                                     PAGE 10
                  THE GILLETTE COMPANY AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Financial Information by Business Segment
-----------------------------------------
Net  sales,  profit  from  operations  and  identifiable  assets for each of the
Company's  business  segments  are  set  forth  below.  There  are  no  material
intersegment revenues.

                                                     Net Sales
                                    --------------------------------------------
                                    Three Months Ended        Six Months Ended
                                          June 30                 June 30
                                    -------------------      -------------------
(Millions of dollars)                 1999        1998         1999        1998
                                     ------      ------       ------      ------
 Blades & Razors                    $  824      $  742       $1,476      $1,326
 Toiletries                            281         300          506         606
 Stationery Products                   209         218          352         384
 Braun Products                        328         344          626         687
 Oral-B Products                       164         157          309         301
 Duracell Products                     608         564        1,084       1,046
                                     ------      ------       ------      ------
   Total                            $2,414      $2,325       $4,353      $4,350
                                     ======      ======       ======      ======


                                             Profit from Operations
                                    --------------------------------------------
                                    Three Months Ended        Six Months Ended
                                          June 30                 June 30
                                    ------------------       -------------------
 (Millions of dollars)                 1999       1998         1999        1998
                                      ------     ------       ------      ------
 Blades & Razors                     $  321     $  296       $  587      $  539
 Toiletries                              18         28           48          51
 Stationery Products                     15         34           16          47
 Braun Products                          14         59           52          98
 Oral-B Products                         20         28           43          47
 Duracell Products                      117        130          209         228
                                      ------     ------       ------      ------
 Sub-total Reportable Segments          505        575          955       1,010
 All Other                              (13)        20          (16)         19
                                      ------     ------       ------      ------
   Total                             $  492     $  595       $  939      $1,029
                                      ======     ======       ======      ======

<PAGE>

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


<TABLE>

<CAPTION>
                                                       Identifiable Assets
                                 ---------------------------------------------------------------
                                 Jun 30,    Mar 31,    Dec 31,    Jun 30,    Mar 31,    Dec 31,
(Millions of dollars)             1999       1999       1998       1998       1998       1997
                                 -------    -------    -------    -------    -------    -------
<S>                             <C>        <C>        <C>        <C>          <C>        <C>
Blades & Razors                 $ 3,532    $ 3,347    $ 3,378    $ 3,189    $ 3,009    $ 3,006
Toiletries                          770        747        771        794        861      1,004
Stationery Products               1,197      1,211      1,330      1,282      1,269      1,299
Braun Products                    1,546      1,574      1,679      1,472      1,397      1,544
Oral-B Products                     749        725        680        611        602        622
Duracell Products                 3,008      3,014      3,288      3,017      2,926      3,138
                                 ------     ------     ------     ------     ------     ------
Sub-total Reportable Segments    10,802     10,618     11,126     10,365     10,064     10,613
All Other                           781        841        776        716        628        251
                                 ------     ------     ------     ------     ------     ------
  Total                         $11,583    $11,459    $11,902    $11,081    $10,692    $10,864
                                 ======     ======     ======     ======     ======     ======

</TABLE>
<PAGE>
                                     PAGE 12
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

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

Second Quarter 1999 versus 1998
------------------------------
Sales for the quarter ended June 30, 1999, were $2.41 billion, an increase of 4%
versus the  same quarter of the prior year.  Excluding  the  adverse  effects of
exchange and the divestiture of Jafra Cosmetics International, sales climbed 9%.

Sales  in  North  America  were  8% above  those  of  the  prior  year,  due to
successful  new product  launches,  including the Mach3 shaving  system,  Oral-B
CrossAction  toothbrush and Duracell Ultra battery.  Sales in Latin America were
1% below those of the prior year,  reflecting  the  negative  effect of Brazil's
recessionary   environment  on  both  volume  and  exchange   rates.   Sales  in
Asia-Pacific  were 14% above those of the prior year,  due to the success of the
Mach3 launch, as well as improvement of the battery market in South Korea. Sales
in  Western  Europe were 4% above  those of the  previous  year,  due to  blades
and razors,  driven by the Mach3 system.  Sales in  AMEE  (Africa,  Middle  East
and  Eastern  Europe)  were  1% above  those of  the  prior year,  as upsides in
battery  sales, due to the Geep acquisition in India, and blade and razor sales,
due to the Mach3 launch, were offset by declines in Russia.

Sales  and  profits  of  blade  and  razor  products  were  11% and  9%  higher,
respectively, than those of the prior year, buoyed by sales of the Mach3 shaving
system. One year after the launch of Mach3, sales in North America were 8% above
those of the prior year.  Gillette  blade dollar share in the United  States has
grown  2.7  percentage  points,  from  66.1% in June 1998 to 68.8% in June 1999,
driven by the June 1998 launch of the Mach3 shaving  system.  In Western Europe,
where the Mach3  system was  launched  in  September  1998,  and sales grew 17%,
Gillette  blade  dollar  share  increased  2.0  percentage  points to 72.9% from
March/April 1998 to March/April 1999. Profit growth is below sales growth due to
increased marketing expenses to support the Mach3 launch.

Sales of Duracell products were 8% above  those of the  prior  year, on strength
in the United States.  The total alkaline  battery  dollar market in the  United
States grew by 10% from June 1998 to June 1999,  with the Duracell share of that
rapidly  expanding market growing from 48.2% in June 1998 to 50.2% in June 1999.
Duracell profits were  10% below those of the prior year,  reflecting  marketing
expenses  behind  the  geographic  rollout  of  Ultra  batteries,  as  well  as
unfavorable  factory  variances due to lower  production  levels  as a result of
lower international shipments.

Braun   sales   were  4%  below  those of 1998,  due to  poor  Christmas  retail
offtake in the United States which  continued to impact North  American sales in
the second quarter.  Somewhat offsetting the North American results was a return
to sales  growth in Europe. Profits  were $14  million in 1999,  compared to $59
million in 1998,  the result of lower sales dollars to cover fixed costs as well
as unfavorable factory variances due to lower production levels.

Toiletries  sales  were   6%  below  those  of  the  prior  year,   due  to  the
divestiture of the Jafra business on April 30, 1998. Excluding Jafra, toiletries
sales  were equal to those of the prior  year,  as growth in North  America  was
overshadowed  by lower sales in Europe and AMEE markets.  Profits were 33% below
the prior year, due to lower sales dollars to cover fixed costs.
<PAGE>
                                     PAGE 13
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Sales of  stationery products  were  4% below those of  1998  due to weakness in
Parker pen sales in all regions.  Profits  were $15 million in 1999  compared to
$34  million in 1998.  The  decrease  was due to the lower  sales as well as the
unfavorable factory variances resulting from lower production levels.

Sales of Oral-B  products in the second quarter were 4% above those of the prior
year, driven  by the CrossAction toothbrush  in North America.  Profits were 28%
lower than those of the  previous  year, due to marketing expenses and  start-up
costs associated with the CrossAction toothbrush.

Six Months 1999 versus 1998
------------------------------
Sales for the six months ended June 30, 1999, were $4.35 billion, equal to those
of the first six months of 1998. Excluding the adverse effects of exchange and
the divestiture of Jafra Cosmetics International, sales rose 6%.

Sales  in  North  America  were  9% above  those  of the  prior  year,  due  to
successful  new product  launches,  including the Mach3 shaving  system,  Oral-B
CrossAction  toothbrush and Duracell Ultra battery.  Sales in Latin America were
8% below those of the prior year,  reflecting  the  negative  effect of Brazil's
recessionary   environment  on  both  volume  and  exchange   rates.   Sales  in
Asia-Pacific  were 12% above those of the prior year,  due to the success of the
Mach3  launch in  Australia  and Japan,  as well as  improvement  of the battery
market  in South  Korea.  Sales in  Western  Europe  were 1% above  those of the
previous year, as gains in blades and razors,  driven by the Mach3 system,  were
offset by softness  in  stationery  products  and the impact of  Germany's  weak
economy on Braun sales.  Sales in AMEE (Africa,  Middle East and Eastern Europe)
were 12% below those of the prior year, due to unfavorable exchange and the poor
Russian economy.

Sales  and  profits  of blade  and  razor  products  were  11% and  9%  higher,
respectively, than those of the prior year, buoyed by sales of the Mach3 system.
Sales in North  America,  reflecting  the  steady  growth of the  Mach3  shaving
system, were 18% above those of the prior year, a pattern that is being repeated
in markets around the world.  Mach3 shares  continue to grow steadily in Western
Europe, following the September 1998 launch. With the exception of Brazil, Mach3
has now been  launched  in all major  markets  in Latin  America,  AMEE and Asia
Pacific and is contributing to improving results in those regions. Profit growth
is below  sales growth  due to increased marketing expenses to support the Mach3
launch.

Sales  of  Duracell  products   were  4%  above  those  of the  prior  year,  on
strength in the United States. Duracell profits were 8% below those of the prior
year,  reflecting  marketing  expenses  behind the  geographic  rollout of Ultra
batteries,  as well as  unfavorable  factory  variances due to lower  production
volumes as a result of lower international shipments.

Braun sales  were 9% below  those of 1998, due to poor Christmas  retail offtake
in the United  States and softness in Western  Europe and AMEE.  Profits  were
$52 million in 1999, compared to $98 million in 1998,  primarily the result  of
lower sales dollars to cover fixed costs.

Toiletries  sales  were  16%  below  those of the  prior year,  due primarily to
the  divestiture  of the Jafra  business  on April 30,  1998.  Excluding  Jafra,
toiletries  sales  were 4% below  those of the  prior  year,  as growth in North
America  was  overshadowed  by lower  sales in  Western  Europe,  AMEE and Latin
America  markets.  Profits  were 5% below  those  of the  prior  year,  however,
excluding Jafra, profits rose 7% due to unmatched new product launch expenses in
1998.
<PAGE>
                                     PAGE 14
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS



Sales  of  stationery products were  8% below  those of 1998  due to weakness in
Parker pen sales in all regions.  Profits  were $16 million in 1999  compared to
$47 million in 1998.  The decrease  was due to the lower  sales,  as well as the
unfavorable factory variances resulting from lower production levels.

Sales of  Oral-B  products  through   six months   were  3%  above  those of the
prior year, driven by the launch of the CrossAction toothbrush in North America.
Profits were 8% lower than those of the previous year, due to marketing expenses
and start-up costs associated with the CrossAction toothbrush.


Costs and Expenses
------------------
Gross  profit  was  $2.75  billion, an increase of 2% versus 1998.  Gross profit
as a  percentage  of sales  was  63.1%,  compared  with  61.7% in  1998.  Margin
improvement is due to improved  sales mix from increased  sales of higher margin
blade and razor products,  plus the introduction  of higher margin new products
from Duracell and Oral-B.

Selling,  general and administrative  expenses increased by $153 million, or 9%.
Combined advertising and sales promotion expenses were the major contributors to
the  increase,  as  they  grew  10%  versus  the  prior  year due to new product
activity.  Spending  on  research  and  development  increased  5%.

Profit from  operations  was $939 million, down 9%, versus $1,029 million a year
earlier.

Net interest expense was higher, due to increased  borrowings to fund the share
repurchase program. Net exchange losses also were higher, primarily due to
conditions in Turkey.

Net income of $569 million was 11% below the $640 million in 1998.  Diluted net
income per common share of $.50 was 11% below the $.56 of a year earlier.

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

Reorganization and Realignment
------------------------------
On September 28, 1998, the Company announced a reorganization and realignment
program that resulted in a third-quarter charge to operations of $535 million
($347 million after taxes, or $.30 in net income per common share, fully
diluted).

The program will result in the closure of 14 factories, 12 warehouses and 30
office facilities,as well as a reduction of approximately 4,700 employees across
all business segments, geographies and employee groups. Management believes that
appropriate  progress  is  being  made  in  achieving  the  objectives  of  the
reorganization and realignment program.  Project  activity is on  track with the
original project plan and no significant changes have been made to the plan.

Details of the facility closures and employee reductions follow.

                                                                Plan
                                             Current          Inception
                                Initial      Quarter           Through
                                 Plan        Activity       June 30, 1999
                                -------      --------       -------------
     Facility Closures
          Factories                14             1                  3
          Warehouses               12             2                  4
          Office Facilities        30             1                  3

     Employee reductions        4,700           425              1,271

At June 30, 1999, the carrying value of assets held for sale was $39 million.

Pretax  cash  outlays  were  $16  million  in  1998  and  are  estimated  to  be
approximately  $180  million in 1999 and $160  million in 2000.  Cash  severance
payments will extend beyond the  completion  of program  activities,  due to the
severance payment deferral options available to terminated  employees.  In 1999,
cash  expenditures  from the  program are  expected to be greater  than the cash
benefits generated.  Cash requirements will be funded from operations.  In 1999,
approximately 40% of the annual benefit should be achieved.  The program will be
completed  in the first half of 2000 and by the end of the year  savings will be
realized at the estimated pretax rate of $200 million annually.

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

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


Financial Condition
-------------------
Net cash  provided  by operating  activities  for the six months ended  June 30,
1999,  amounted to $608  million,  compared  with $29 million in the same period
last year.  A  significant  portion of this  change is due to the funding of the
German  pension  plans  in  1998.  Movement  in  both  accounts  receivable  and
inventories compare favorably to 1998.


Net debt (loans  payable, current  portion of long-term debt and long-term debt,
net of associated swaps, less cash and cash equivalents) at June 30, 1999,
amounted to $4.03  billion,  compared with $3.18 billion at year-end  1998.  The
increase  primarily  was due to  additional  long-term  debt used to finance the
share repurchase  program. The Company's  current  ratio at June 30, 1999,  was
1.72,  compared with 1.56 at December 31, 1998,  reflecting  the impact of lower
current liabilities.

On February 2, 1999,  the Company  issued a  $343 million  Euro-denominated debt
obligation  due February 2004.  On March 26, 1999,  the  Company  entered into a
$325 million Euro-denominated  debt obligation  which  expires in March 2002. On
June 30, 1999,  the Company  entered into a $437 million  Euro-denominated  debt
obligation  which  expires in January  2003.  The proceeds were used to fund the
share  repurchase  program,  to reduce  commercial paper borrowing and for other
Corporate purposes. Based on the Company's intention and ability to maintain its
revolving  credit  agreements  beyond the next twelve months,  $1,100 million of
commercial  paper  borrowing  was  classified as long-term  debt at December 31,
1998, and at June 30, 1999.

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

Year 2000
---------
The Company has  undertaken a  comprehensive  approach to address its  potential
exposure  to the Year 2000  issue -  covering  all  potentially  affected  areas
(applications,   computers,  facilities,   manufacturing  equipment,  suppliers,
customers, etc.) at all locations.

At June 30, 1999,  96% of the affected  items  identified  were determined to be
Year 2000 compliant, or their risks have been minimized to an appropriate level.
The few remaining  tasks have been  identified  and are well  understood.
Resources have been assigned and the work is well under way.

Gillette  has  established  180 separate  contact  points  around  the world  to
track  the  Year  2000  progress  of  each  of  the   Company's   facilities  or
organizations.  In the  discovery  phase of the Year  2000  effort,  potentially
affected items at all 180 locations were  identified.  Of the 25,000 total items
identified,  7,800 were internal  Information  Technology  (IT) and non-IT items
classified as high impact. Of those 7,800 high impact items, some effort remains
for  less  than  100  items.  There  are  three  information  technology  system
replacement  projects  under way  in individual  foreign  countries   which will
result in Year 2000  compliance  for all  remaining  items  that are  considered
significant.  These  three  projects  are in phase five  (phase six is Year 2000
compliance).  Two of the  replacements are  scheduled for  completion  in August
1999. The third system replacement, which supports half of our business activity
in  one  foreign country, is scheduled for completion in October 1999.  Although
this  project  supports only  a portion of our  business  in that country,  with
minimal business risk, contingency plans are being developed for this system and
will be enacted if required.

Compliance work covering our production equipment has been completed at all
factories worldwide.

The  Company  has  material  third-party  relationships  with  suppliers  of raw
materials  and  with customers and utility providers.  Raw materials are readily
available and most can be supplied by a number of alternate vendors.

We purchase raw materials  externally  and generally  have strong  relationships
with our vendors,  for whom we are a significant source of revenue. For large or
important  vendors,  we have  asked for  confirmation  of their  compliance  and
verification  that  their  program  also  extends  to the  compliance  of  their
suppliers.  Where  initial  responses  were  questionable,  we have  engaged  in
dialogue and followed up with on-site visits, where appropriate.  For those very
few vendors who remain  questionable,  we  continue  to  monitor  them  closely.
If  not  confident  of  their compliance,  we will  invoke  contingency plans as
necessary.

For  our  largest  customers  (those cumulatively representing 75% of sales for
a  country),  we have  informed  them of our  progress  and  inquired of theirs,
focusing on their ability to order,  receive and pay for our  products.  We have
completed  testing the electronic  interfaces with 52% of our significant  North
American  customers,  are in final testing with 26%, and will  complete  testing
with the remaining 22% by September  1999.  In addition,  some local  operations
have mailed informational packages to all customers and/or hosted conferences to
raise awareness, share our progress and assess our customers' efforts.

The Company has an extensive quality  assurance program in place,  including the
RAP 2000 program (rapid assessment program) carried out by external consultants,
designed to ensure that Year 2000 activities are accomplishing their objectives.
In  addition,  the Company has  reviewed  independent  external  assessments  of
infrastructure risk in foreign countries.

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


The  Company  continues  to  develop  detailed  contingency  plans to deal  with
unexpected  issues,  which may occur.  These plans include the identification of
appropriate resources and response teams. Individual business managers worldwide
are responsible to ensure their business functions continue to operate normally.
Company-wide  minimum  requirements for contingency  plans have been developed
and  distributed.   They  are  being  consistently  followed  and  centrally
tracked.  Contingency plans will be finalized by September  1999 and invoked as
appropriate.  While  the  specifics  vary  by  country,  the general strategies
include:  increasing  the  on-hand supply of  raw materials  and finished goods,
identifying   alternate   suppliers   of  raw  materials,  employing  backup
generators,  ensuring key personnel (both business and technical) are physically
on-site,  backing up critical  systems  just before  year-end,  and  identifying
alternative methods of doing business with customers as necessary.

We are also in the process of establishing  contingency  teams at each operating
location that will be empowered to address any internal or third-party  failures
by approving  temporary changes in our business  processes and policies,  should
this be necessary to ensure business continuity.  Many teams  already have  been
established.  The remaining teams will be in place by September 1999.

In addition, Gillette operations depend on infrastructures in over 200 countries
and territories in which the Company operates and,  therefore,  a failure of any
one of those  infrastructures  could materially adversely affect its operations.
Our most significant foreign markets, based on net sales and manufacturing, are,
in alphabetical order, Belgium,  Brazil, Canada, France, Germany, Italy, Mexico,
and  the  United Kingdom. We are not aware of any  significant weaknesses in the
infrastructures  of  these  countries.  Independent  external  consultants  have
reinforced our conclusions.

Despite this comprehensive  approach, the Company cannot be completely sure that
issues  will not arise,  nor events  occur,  that  could have  material  adverse
effects  on  the  Company's  results  of  operations  or  financial   condition.
Nevertheless,  Gillette does not expect a material  failure.  The Company's Year
2000 program is designed to minimize the  likelihood  of any failure  occurring.
The most reasonably likely worst-case  scenario is that a short-term  disruption
will  occur  with a  small  number  of  customers  or  suppliers,  requiring  an
appropriate response.

Spending for the program is  budgeted,  expensed as incurred and not expected to
be material.

<PAGE>
                                     PAGE 19
                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

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


Item 5.  Other Information

Election of Director
--------------------
At its meeting held on July 15, 1999, the  Board of Directors  elected Dennis F.
Hightower to the Board of Directors, effective July 15, 1999.

Cautionary Statement
--------------------
From time to time, the Company may make statements  which  constitute or contain
"forward-looking"  information as that term is defined within the meaning of the
Federal   securities   laws.   These   statements  may  be  identified  by  such
forward-looking words  as  "expect,"  "look,"  "believe,"  "anticipate,"  "may,"
"will,"  and  variations  of these words or other  forward-looking  terminology.
Forward-looking  statements  made by the  Company are not  guarantees  of future
performance. The Company  assumes no  obligation to update  any forward-looking
information.  Actual  results may differ  materially from those in the  forward-
looking statements  as the  result of  risks and  uncertainties including those
listed below.

    * the pattern of the Company's sales,  including  variations in sales volume
      within periods,  that  makes  forward-looking  statements  about sales and
      earnings difficult and may result in variance of actual results from those
      contained in statements made at any time prior to the period's close;

    * vigorous  competition  within the  Company's  product  markets,  including
      pricing  and  promotional  advertising  or  other  activities  in order to
      preserve or gain market  share,  the timing of which cannot be foreseen by
      the Company;

    * the Company's reliance on the development of new products and the inherent
      risks associated with new product introductions,  including uncertainty of
      trade and customer acceptance and competitive reaction;

    * the  costs   and  effects  of   unanticipated   legal  and  administrative
      proceedings;

    * the  impacts  of unusual  items  resulting  from  ongoing  evaluations  of
      business strategies, asset valuations and organizational structure;


<PAGE>
                                     PAGE 20
                           PART II. OTHER INFORMATION



    * a substantial  portion of the Company's sales having been made outside the
      United States, making forecasting of sales more difficult;

    * the impact on sales or earnings of fluctuations in  exchange rates in one
      or more of the Company's foreign markets;

    * the  impact of the Year 2000  issue on the  Company's  order,  production,
      distribution  and financial  systems  and  the  systems of its suppliers,
      customers and utility providers;

    * the  possibility of one or more of the global markets in which the Company
      competes  being  impacted by variations  in  political,  economic or other
      factors,  such as inflation rates,  recessionary or expansive trends,  tax
      changes, legal and regulatory changes or other external factors over which
      the Company has no control;

    * the   effects  of  rapid  technological  change  on   product  development
      differentiation, acceptance and  costs including technological advances of
      competitors;

    * the  effects  of  patents,  including  possible  new  patents  granted  to
      competitors  or challenges to Company  patents and  expiration of patents,
      that affect competition and product acceptance.


Item 6(a)  Exhibits

Exhibit 27 Financial Data Schedule


Item 6(b)  Reports on Form 8-K

The  Company  filed a current  report on  Form 8-K  dated  June 22, 1999,  which
referred to an  announcement  by the Company on  June 17, 1999. The announcement
stated that the Company expected to report a low single-digit increase in second
quarter  sales and about a  20% decrease in  earnings per share versus the prior
year,  both of which  were somewhat  below Wall Street's  estimates. The Company
also announced that its Board of Directors  authorized an expansion of its stock
repurchase  program  that  commenced in  September 1997, from  50 to 75  million
shares.

The  Company  filed a  current  report on  Form 8-K  dated April 7, 1999, which
referred  to  an  announcement  by  the Company  on April 5, 1999.  The Company
announced that its expected first quarter results would be about one cent below
Wall Street's expectations.

<PAGE>
                                     PAGE 21
                                    SIGNATURE






SIGNATURES



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

         THE GILLETTE COMPANY
             (Registrant)






RONALD V. WATERS

Ronald V. Waters
Vice President, Controller and
Principal Accounting Officer

August 12, 1999