GILLETTE CO, S-3/A, 1999-07-01

GILLETTE CO
S-3/A, 1999-07-01
CUTLERY, HANDTOOLS & GENERAL HARDWARE

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1999

REGISTRATION NO. 333-75517
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

AMENDMENT NO. 2

TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------

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

<TABLE>
<S> <C> <C>
DELAWARE 3420 04-1366970
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

PRUDENTIAL TOWER BUILDING
BOSTON, MASSACHUSETTS 02199
(617) 421-7000
(Address of principal executive offices, including zip code)

JILL C. RICHARDSON
SECRETARY
THE GILLETTE COMPANY
PRUDENTIAL TOWER BUILDING
BOSTON, MASSACHUSETTS 02199
(617) 421-7000
(Name and address, including zip code, and telephone
number, including area code, of agent for service)

------------------------

Please send copies of all communications to:

<TABLE>
<S> <C> <C> <C>
WILLIAM J. MOSTYN, III, MARY E. WEBER, ESQ. FRANCIS J. MORISON, ESQ. DAVID J. SORKIN, ESQ.
ESQ. Ropes & Gray Davis Polk & Wardwell Simpson Thacher & Bartlett
The Gillette Company One International Place 450 Lexington Avenue 425 Lexington Avenue
Prudential Tower Building Boston, Massachusetts 02110 New York, New York 10017 New York, New York 10021
Boston, Massachusetts 02199 (617) 951-7000 (212) 450-4000 (212) 455-2000
(617) 421-7000
</TABLE>

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effectiveness of the Registration Statement.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement under the earlier effective
registration statement for the same offering. [ ]

If this form is a post effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
<TABLE>
=============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock -- $1.00 Par Value
(including Preferred Stock
Purchase Rights).............. 29,502,559 Shares $60.84375 $1,795,046,324.16 $499,022.88(3)
=============================================================================================================================
</TABLE>

(1) Includes 3,848,160 shares which may be sold pursuant to the Underwriters'
over-allotment option.

(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933. The maximum
price per share information is based on the average of the high and the low
sale prices on March 30, 1999.
(3) Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JULY 1, 1999

PROSPECTUS

25,654,399 SHARES

[GILLETTE COMPANY LOGO]

COMMON STOCK

------------------------

The KKR partnerships will offer all of the shares to be sold in the
offering. The U.S. underwriters will offer 23,088,959 shares in the United
States and Canada, and the international managers will offer 2,565,440 shares
outside of the United States and Canada.

Our common stock is listed on the New York Stock Exchange under the
ticker symbol "G". On June 30, 1999, the last sale price of one share of our
common stock on the New York Stock Exchange was $41.

------------------------

<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- -----
<S> <C> <C>
Public Offering Price.................................. $ $
Underwriting Discount.................................. $ $
Proceeds, before expenses, to the KKR partnerships..... $ $
</TABLE>

The U.S. underwriters may also purchase up to an additional 3,463,344
shares of common stock from the KKR partnerships at the public offering price,
less the underwriting discount, within 30 days from the date of this prospectus
to cover over-allotments. The international managers may similarly purchase up
to an aggregate of an additional 384,816 shares from the KKR partnerships.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The shares of common stock will be ready for delivery on or about
, 1999.

------------------------

MERRILL LYNCH & CO.
CREDIT SUISSE FIRST BOSTON
GOLDMAN, SACHS & CO.
J.P. MORGAN & CO.
MORGAN STANLEY DEAN WITTER
SALOMON SMITH BARNEY

------------------------

The date of this prospectus is , 1999.
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Information about The Gillette Company...................... 3
Where You Can Find More Information......................... 4
Recent Developments......................................... 5
Use of Proceeds............................................. 6
Selling Stockholder......................................... 6
Description of Capital Stock................................ 7
Underwriting................................................ 11
Legal Matters............................................... 14
Experts..................................................... 14
</TABLE>

------------------------

In this prospectus, "Gillette", "we", "us" and "our" refer to The
Gillette Company.

2
<PAGE> 4

INFORMATION ABOUT THE GILLETTE COMPANY

Our businesses range across several industry segments, including blades
and razors, toiletries, stationery products, electric shavers, small household
appliances, hair care appliances, oral care appliances, oral care products and
alkaline batteries for consumer products.

Founded in 1901, we are the world leader in male grooming products, a
category that includes blades and razors and shaving preparations. We hold the
number one position worldwide in selected female grooming products, such as wet
shaving products and hair epilation devices. We are the world's top seller of
writing instruments and correction products, toothbrushes and oral care
appliances. In addition, we are the world leader in alkaline batteries.

We have a wide array of well-established brands, including: razor and
blade products under the MACH 3(R), Sensor Excel(R), Sensor(R), Atra(R), Trac
II(R), Custom Plus(R) and Good News(R) names; Braun(R) electric shavers and
appliances; Gillette(R) Series, Right Guard(R), Soft & Dri(R) and Dry Idea(R)
deodorant antiperspirant brands; White Rain(R) hair care line; Parker(R), Paper
Mate(R), Waterman(R) and Flair(R) writing instruments; Liquid Paper(R)
correction products; Oral-B(R) dental products; and Duracell(R) consumer
batteries.

We are divided into five worldwide business management groups, organized
on a product line basis: male and female grooming; Duracell; Braun; Oral-B; and
Stationery; and five commercial operations groups, organized on a geographic
basis: North America; Latin America; Europe; Africa, Middle East and Eastern
Europe, or "AMEE"; and Asia-Pacific. The business management groups are
responsible for consumer marketing, research and development and manufacturing.
The commercial operations groups are responsible for sales and trade marketing.

As of May 31, 1999, we conducted manufacturing operations at 62
facilities in 25 countries and distributed products through wholesalers,
retailers and agents in over 200 countries and territories.

Our executive offices are located at Prudential Tower Building, Boston,
Massachusetts 02199, and our telephone number is (617) 421-7000.

3
<PAGE> 5

WHERE YOU CAN FIND MORE INFORMATION

We are governed by the informational requirements of the Securities
Exchange Act of 1934, and we file reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
public reference rooms maintained by the SEC at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at its regional offices at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7 World
Trade Center, 13th Floor, New York, New York 10048. Please call the SEC at
1-800-SEC-0330 for further information about the public reference rooms. We also
file reports, proxy statements and other information with the SEC
electronically, and these materials may be inspected and copied at the SEC's Web
site (http://www.sec.gov). In addition, these materials can be read at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

This prospectus is part of a registration statement that we have filed
with the SEC. This prospectus does not contain all the information set forth in
the registration statement. Parts of the registration statement have been
omitted in accordance with the rules and regulations of the SEC. You may read
and copy the registration statement at the SEC's public reference rooms listed
above.

The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and the information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act before the termination of this offering:

(1) The description of our capital stock contained in our Registration
Statement on Form 8-A/ A filed on November 12, 1996.

(2) Our Annual Report on Form 10-K for the fiscal year ended December
31, 1998.

(3) Our Current Report on Form 8-K filed on February 19, 1999.

(4) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
1999.

(5) Our Current Report on Form 8-K filed on April 7, 1999.

(6) Our Current Report on Form 8-K filed on June 22, 1999.

Upon written or oral request, we will provide without charge to each
person, including any beneficial owner, to whom this prospectus is delivered a
copy of any or all of the documents that have been incorporated by reference in
this prospectus. You may obtain these documents by writing to The Gillette
Company, Prudential Tower Building, Boston, Massachusetts 02199, Attention:
Corporate Secretary, or by calling (617) 421-7000.

4
<PAGE> 6

RECENT DEVELOPMENTS

FIRST QUARTER RESULTS

On April 15, 1999, we announced our earnings for the three months ended
March 31, 1999.

Sales for the three months ended March 31, 1999 were $1.94 billion, a
decrease of 4% from $2.03 billion in the first quarter of 1998. Excluding the
adverse effects of exchange and the divestitures of our Jafra cosmetics and
rechargeable battery businesses, sales rose 3% rather than the reported 4%
decrease. Profit from operations was $447 million, up 3% from $434 million a
year earlier. First quarter net income of $269 million, which was reduced by the
higher interest costs associated with our share buyback program, was virtually
unchanged from our previous year's first quarter net income of $268 million.
Fully diluted net income per common share increased 4% to $0.24, compared with
$0.23 for the prior year's first quarter.

The unaudited consolidated income account follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------
1999 1998
---- ----
(DOLLARS IN MILLIONS,
EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
Net Sales................................................... $1,939 $2,025
Profit from Operations...................................... 447 434
Income Before Income Taxes.................................. 412 414
Income Taxes................................................ 143 146
Net Income.................................................. $ 269 $ 268
====== ======

Weighted Average Number of Common Shares Outstanding
Basic.................................................. 1,107 1,122
Assuming Full Dilution................................. 1,132 1,152

Net Income per Common Share
Basic.................................................. $ 0.24 $ 0.24
Assuming Full Dilution................................. $ 0.24 $ 0.23
</TABLE>

DIVIDENDS

On April 15, 1999, our Board of Directors declared a quarterly dividend
of $0.1475 per common share, payable on June 4, 1999 to stockholders of record
on May 3, 1999. This represented a 16% increase from the previous quarterly
dividend of $0.1275 per common share and established a new annual rate of $0.59
per common share, compared with the former rate of $0.51 per common share.

5
<PAGE> 7

USE OF PROCEEDS

All net proceeds from the sale of the shares of our common stock offered
in this prospectus will go to the KKR partnerships. Neither we nor any of our
executive officers or employees will be selling shares or receiving proceeds
from this offering.

SELLING STOCKHOLDER

The KKR partnerships acquired the shares of our common stock in a merger
in which we acquired Duracell.

The following table sets forth information regarding beneficial
ownership of our common stock by the KKR partnerships at March 31, 1999. The
information below assumes that the underwriters do not exercise their
over-allotment options. If the over-allotment options are exercised in full, the
KKR partnerships will offer 29,502,559 shares of common stock. Shares of common
stock shown as beneficially owned by the KKR partnerships are owned of record by
KKR Associates and by DI Associates, L.P. and KKR Partners II, L.P., of which
KKR Associates is the sole general partner and as to which it possesses sole
voting and investment power. Henry R. Kravis, who is one of our directors, is a
general partner of KKR Associates.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING SHARES BEING OFFERED AFTER OFFERING
----------------------- ----------------------- -----------------------
SHARES PERCENTAGE SHARES PERCENTAGE SHARES PERCENTAGE
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
KKR partnerships.......... 51,308,798 4.6% 25,654,399 2.3% 25,654,399 2.3%
</TABLE>

6
<PAGE> 8

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 2,320,000,000 shares of common
stock, $1.00 par value, and 5,000,000 shares of preferred stock, without par
value.

COMMON STOCK

The holders of our common stock are entitled to receive dividends when
and as declared by our Board of Directors and paid by us. This right is
subordinate to the preferences of our outstanding preferred stock. Holders of
our common stock have one vote per share. There is no cumulative voting. If we
are liquidated, dissolved or wound-up, we will pay our creditors first, followed
by our preferred stockholders. Subsequently, we will distribute our remaining
assets to our common stockholders in proportion to the number of shares that
each stockholder owns. Other than the preferred stock purchase rights referred
to below, holders of our common stock have no preemptive or other subscription
rights. There are no conversion, redemption or sinking fund provisions
applicable to our common stock. Our Board of Directors is authorized to issue
all of the authorized and unissued shares of our common stock.

BankBoston, N.A. is the registrar and transfer agent of the shares of
our common stock.

At March 31, 1999, 1,109,122,807 shares of our common stock were
outstanding and held of record by 61,696 holders.

PREFERRED STOCK

Our Board of Directors is authorized to fix the terms of one or more
series of a class of preferred stock. It is also authorized to issue any or all
of the authorized and unissued shares of preferred stock. Issuances of preferred
stock may limit or qualify the rights of the holders of our common stock.

Series C ESOP Convertible Preferred Stock

At March 31, 1999, 147,581 shares of Series C ESOP convertible preferred
stock, no par value per share, were outstanding. All of the outstanding shares
of our ESOP convertible preferred stock are held by our Employee Stock Ownership
Plan. The shares of ESOP convertible preferred stock have the following terms:

- Dividends. The holders of the ESOP convertible preferred stock are
entitled to receive cash dividends in the amount of $48.23 per share
per year. These dividends accrue whether or not declared. If they are
not paid when accrued, they also cumulate. If full cumulative
dividends on the ESOP convertible preferred stock have not been
declared and paid or set apart for payment when due, we are not
allowed to pay dividends on any other class of stock ranking junior to
the ESOP convertible preferred stock, including our common stock.

- Liquidation. If we are liquidated, dissolved or wound-up, holders of
ESOP convertible preferred stock are entitled to receive liquidating
distributions in the amount of $602.875 per share, plus an amount
equal to all accumulated and unpaid dividends.

- Conversion. As of March 31, 1999, each share of ESOP convertible
preferred stock was convertible into 80 shares of common stock. This
conversion ratio will be adjusted for stock dividends, stock splits
and similar events.

- Voting. In any matter submitted to a vote of the holders of our
common stock, each share of ESOP convertible preferred stock is
entitled to a number of votes equal to the number of shares of common
stock into which a share could be converted on the record date for the
vote, whether or not then convertible.

- Redemption. The ESOP convertible preferred stock is redeemable upon
the occurrence of specified changes in control or other events at
varying prices not less than $602.875 per share

7
<PAGE> 9

plus accumulated and unpaid dividends. Depending on the event, this
redemption may be at our option or at the option of the holder. Except
in the event of a merger in which we are not the surviving
corporation, any redemption of ESOP convertible preferred stock may be
made in cash or in shares of our common stock, at our sole option. We
intend to redeem the ESOP convertible preferred stock solely in shares
of our common stock.

Preferred Stock Purchase Rights

We entered into a Renewed Rights Agreement dated as of December 14,
1995, effective as of December 9, 1996, with the First National Bank of Boston,
as Rights Agent. One-half of a right is attached to each outstanding share of
our common stock and 40 rights are attached to each share of our ESOP
convertible preferred stock. At March 31, 1999, 560,464,643.5 rights were
outstanding.

Each whole right may be exercised to purchase one ten-thousandth of a
share of our Series A junior participating preferred stock for $225. The rights
become exercisable on the earlier of:

- ten business days after we announce that a person has acquired 15% or
more of our common stock, or

- ten business days after a tender offer commences that could result in
a person's ownership of 15% or more of our common stock.

When the rights become exercisable, they will also become transferable apart
from the shares of common stock or ESOP convertible preferred stock to which
they are currently attached.

If a person acquires 15% or more of our common stock, each holder of a
right, other than the person who acquired our common stock, will have the right
to receive, upon exercise of the right, shares of our common stock valued at
double the exercise price. Holders will not have these rights if the person who
acquires 15% or more of our common stock does so in a tender or exchange offer
for all of our outstanding stock on terms approved by our Board of Directors. In
the event of a merger or similar transaction that has not been approved by our
Board of Directors, each holder of a right, other than the person who acquired
our common stock, will have the right to receive, upon exercise of the right,
shares of common stock of the acquiring company valued at double the exercise
price.

The rights have no voting power and are not entitled to receive
dividends. The expiration date of the rights is December 14, 2005, but that date
may be extended. We can redeem all of the outstanding rights for $0.01 each at
any time until 10 business days following the date we announce that a person has
acquired 15% or more of our common stock.

Because this is a summary, it does not contain a complete description of
the rights. The form of Renewed Rights Agreement, which specifies the terms of
the rights, has been filed with the SEC as an exhibit to our Form 8-K dated
December 18, 1995, and has been incorporated by reference into our Form 8A/A
filed on November 12, 1996, which is incorporated by reference in this
prospectus. See "Where You Can Find More Information."

Series A Junior Participating Preferred Stock

Our Board of Directors has reserved 400,000 shares of Series A junior
participating preferred stock for issuance upon exercise of the rights. The
junior participating preferred stock may be issued in fractional shares. The
shares of junior participating preferred stock have the following terms:

- Dividends. Each share of junior participating preferred stock will be
entitled to receive cumulative quarterly cash dividends payable on the
fifteenth day of January, April, July and October in each year. These
dividends are payable at the greater of (a) $20 or (b) 10,000 times
the aggregate per share amount of all dividends and distributions
declared on our common stock, other than a dividend payable in shares
of our common stock, since the previous quarterly dividend payment
date for the junior participating preferred stock. The dividend may
change due to anti-dilution adjustments. This dividend right is
subordinate to the

8
<PAGE> 10

payment of dividends on the Series C ESOP convertible preferred stock
and any other senior preferred stock.

- Voting. Holders of shares of junior participating preferred stock
will be entitled to 10,000 votes on all matters submitted to a vote of
our stockholders. The number of votes per share of junior
participating preferred stock may change due to anti-dilution
adjustments. Holders of shares of junior participating preferred stock
will vote together with the holders of our common stock as a single
class, except as otherwise required by law. If at the time of any
annual meeting of stockholders for the election of directors the
amount of accrued but unpaid dividends upon the junior participating
preferred stock is equal to six full quarterly dividends, the holders
of shares of junior participating preferred stock, voting separately
as a class, will have the right to elect two members of the Board of
Directors. This right will continue until all accrued dividends are
paid. In addition, while dividends on the junior participating
preferred stock are unpaid as described above, the terms of the junior
participating preferred stock limit our ability to pay dividends and
to redeem, repurchase or otherwise acquire shares of our common stock.

- Liquidation. If we are liquidated, dissolved or wound-up, holders of
junior participating preferred stock will be entitled to receive,
before any distribution is made with respect to shares of stock
ranking junior to the junior participating preferred stock, an amount
equal to the greater of (a) $200 per share or (b) 10,000 times the
aggregate per share amount to be distributed to holders of our common
stock. The ratio in clause (b) may change due to anti-dilution
adjustments.

- Consolidations, mergers and similar transactions. If a consolidation,
merger, combination or similar transaction occurs and shares of our
common stock are exchanged for or changed into stock or securities of
another company, cash and/or other property, then the shares of junior
participating preferred stock will be similarly exchanged or changed.
Each share of junior participating preferred stock will be exchanged
or changed in an amount per share equal to 10,000 times the aggregate
amount of stock, securities, cash and/or other property payable in
kind into which or for which each share of our common stock is changed
or exchanged. This ratio may change due to anti-dilution adjustments.

- Ranking. The shares of junior participating preferred stock rank
junior to the Series C ESOP convertible preferred stock. Future series
of preferred stock will rank on an equal basis with the junior
participating preferred stock with respect to dividends and/or
liquidation preference, unless our Board of Directors determines that
these future series will be senior to the junior participating
preferred stock.

- Redemption. The junior participating preferred stock may not be
mandatorily redeemed by us.

PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS AND DELAWARE LAW
AFFECTING CHANGES IN CONTROL

In addition to several of the provisions described above, provisions of
our Certificate of Incorporation and bylaws and Delaware law, including some of
those described below, may have anti-takeover effects.

- Board of Directors. Under Article 9 of our Certificate of
Incorporation and the related provisions of Article XIII of our
bylaws, our Board of Directors is classified into three classes. Each
class is as equal in number as possible. One class is elected each
year for a three-year term. A director may be removed for cause only
by the majority vote of the outstanding shares entitled to vote. The
affirmative vote of at least 75% of the votes of the shares entitled
to vote is required to amend or repeal Article 9 of the Certificate of
Incorporation or Article XIII of the bylaws or to adopt any provision
inconsistent with those articles.

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<PAGE> 11

- Meetings of stockholders. The bylaws provide that special meetings of
stockholders may be called only by our Chief Executive Officer or by
our Board of Directors. The bylaws also provide that in general we
must receive stockholder proposals intended to be presented at a
meeting of stockholders, including proposals for the nomination of
directors, 60 days in advance of the meeting.

- Indemnification. Our bylaws contain provisions requiring us to
indemnify any of our directors, officers, employees or agents to the
fullest extent permitted under Delaware law. Our Certificate of
Incorporation provides that a director will not be personally liable
to us or to our stockholders for monetary damages arising out of the
director's breach of that person's fiduciary duty as a director,
except to the extent that Delaware law does not permit exemption from
such liability.

- Amendment of bylaws. Our Board of Directors is expressly authorized
to adopt, amend or repeal the bylaws of the Company, except as
provided in our Certificate of Incorporation. The stockholders may
also adopt, amend or repeal the bylaws.

- Delaware law. We are governed by the provisions of Section 203 of the
General Corporation Law of Delaware. In general, this statute
prohibits a publicly held Delaware corporation like us from engaging
in a business combination with an interested stockholder for a period
of three years after the date of the transaction in which the person
becomes an interested stockholder. This prohibition does not apply to
a business combination approved in a manner described in the statute
or if the stockholder acquires at least 85% of our outstanding stock,
excluding stock held by directors who are also officers and specified
employee rights plans. An "interested stockholder" is generally
considered to be:

- a person who owns 15% or more of our voting stock,

- a person who is an affiliate of ours and owned 15% or more of our
voting stock within the prior three years, or

- an affiliate of either of these persons.

10
<PAGE> 12

UNDERWRITING

GENERAL

The KKR partnerships intend to offer shares of our common stock in the
United States and Canada through a number of U.S. underwriters and elsewhere
through a number of international managers. Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Credit Suisse First Boston Corporation, Goldman, Sachs &
Co., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Salomon
Smith Barney Inc. are acting as U.S. representatives of each of the U.S.
underwriters named below. In a U.S. purchase agreement entered into by us, the
KKR partnerships and the U.S. underwriters, the KKR partnerships have agreed to
sell to the U.S. underwriters, and each of the U.S. underwriters has agreed to
purchase from the KKR partnerships, the number of shares of common stock shown
opposite its name below. The obligations of the U.S. underwriters to purchase
these shares are several and not joint. They are subject to the terms and
conditions contained in the U.S. purchase agreement.

<TABLE>
<CAPTION>
NUMBER OF
U.S. UNDERWRITER SHARES
---------------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................
Credit Suisse First Boston Corporation......................
Goldman, Sachs & Co.........................................
J.P. Morgan Securities Inc..................................
Morgan Stanley & Co. Incorporated...........................
Salomon Smith Barney Inc. ..................................
----------
Total.......................................... 23,088,959
==========
</TABLE>

The KKR partnerships have also entered into an international purchase
agreement with a group of international managers outside the United States and
Canada for whom Merrill Lynch International, Credit Suisse First Boston (Europe)
Limited, Goldman Sachs International, J.P. Morgan Securities Ltd., Morgan
Stanley & Co. International Limited and Salomon Brothers International Limited
are acting as lead managers. Concurrently with the sale of 23,088,959 shares of
common stock to the U.S. underwriters as described above, the KKR partnerships
have agreed to sell to the international managers, and the international
managers have agreed to purchase from the KKR partnerships, a total of 2,565,440
shares of common stock. The obligations of the international managers to
purchase these shares are several and not joint. They are subject to the terms
and conditions contained in the international purchase agreement. The public
offering price per share and the total underwriting discount per share of common
stock are identical under the U.S. purchase agreement and the international
purchase agreement.

In the U.S. purchase agreement, the U.S. underwriters severally have
agreed to purchase all of the shares of common stock being sold under that
agreement if any of those shares are purchased. In the international purchase
agreement, the international managers severally have agreed to purchase all of
the shares of common stock being sold under that agreement if any of those
shares are purchased. If there is a default by a U.S. underwriter or an
international manager, the U.S. purchase agreement and the international
purchase agreement provide that, in specified circumstances, the purchase
commitments of the nondefaulting underwriters or managers may be increased or
the purchase agreement may be terminated. The closings for the sales of shares
of common stock to the U.S. underwriters and to the international managers are
conditioned upon one another.

We and the KKR partnerships have agreed to indemnify the U.S.
underwriters and the international managers against specified liabilities,
including some liabilities under the Securities Act, or to contribute to
payments the U.S. underwriters and international managers may be required to
make for those liabilities.

The U.S. underwriters are severally offering the shares of common stock,
subject to prior sale, when, as and if issued to and accepted by them, subject
to approval of specified legal matters by counsel for the underwriters and
satisfaction of other conditions. The U.S. underwriters reserve the right to
withdraw, cancel or modify this offering and to reject orders in whole or in
part.
11
<PAGE> 13

COMMISSIONS AND DISCOUNTS

The U.S. representatives have advised us and the KKR partnerships that
the U.S. underwriters propose initially to offer the shares of common stock to
the public at the public offering price appearing on the cover page of this
prospectus, and to selected dealers at that price less a concession not in
excess of $ per share of common stock. The U.S. underwriters may allow, and
those dealers may reallow, a discount not in excess of $ per share of common
stock to other dealers. After the public offering, the public offering price,
concession and discount may change.

The following table shows the per share and total public offering price,
underwriting discount to be paid by the KKR partnerships to the U.S.
underwriters and the international managers and the proceeds before expenses to
the KKR partnerships. This information is presented assuming either no exercise
or full exercise by the U.S. underwriters and the international managers of
their over-allotment options described below.

<TABLE>
<CAPTION>
Per Without With
Share Option Option
--------- -------- --------
<S> <C> <C> <C>
Public Offering Price.............................. $ $ $
Underwriting Discount.............................. $ $ $
Proceeds, before expenses, to the KKR
partnerships..................................... $ $ $
</TABLE>

We will pay the expenses of the offering, not including the underwriting
discount, which are estimated at $874,000.

INTERSYNDICATE AGREEMENT

The U.S. underwriters and the international managers have entered into
an intersyndicate agreement that provides for the coordination of their
activities. Under the intersyndicate agreement, the U.S. underwriters and the
international managers are permitted to sell shares of our common stock to each
other for purposes of resale at the public offering price, less an amount not
greater than the selling concession. Under the intersyndicate agreement, the
U.S. underwriters and any dealer to whom they sell shares of our common stock
will not offer to sell or sell shares of our common stock to persons who are
non-U.S. or non-Canadian persons or to persons they believe intend to resell to
persons who are non-U.S. or non-Canadian persons, and the international managers
and any dealer to whom they sell shares of our common stock will not offer to
sell or sell shares of our common stock to U.S. persons or to Canadian persons
or to persons they believe intend to resell to U.S. or Canadian persons, except
in the case of transactions permitted by the intersyndicate agreement.

OVER-ALLOTMENT OPTION

The KKR partnerships have granted an option to the U.S. underwriters,
exercisable from time to time for 30 days after the date of this prospectus, to
purchase up to a total of 3,463,344 additional shares of our common stock at the
public offering price appearing on the cover page of this prospectus, less the
underwriting discount. The U.S. underwriters may exercise this option solely to
cover over-allotments, if any, made on the sale of our common stock offered by
this prospectus. If the U.S. underwriters exercise this option, each U.S.
underwriter will be obligated, subject to specified conditions, to purchase a
number of additional shares of our common stock proportionate to the U.S.
underwriter's initial number of shares reflected in the table shown above. The
KKR partnerships have granted a similar over-allotment option to the
international managers to purchase up to a total of 384,816 additional shares of
common stock.

NO SALES OF SIMILAR SECURITIES

We and the KKR partnerships have agreed, without the prior written
consent of Merrill Lynch on behalf of the underwriters for a period of 90 days
after the date of this prospectus, not to

12
<PAGE> 14

- sell, pledge, assign, or transfer or dispose of any shares of our
common stock, or any option, right, warrant or contract to purchase
our common stock or any securities convertible into or exercisable or
exchangeable for our common stock or

- enter into any swap or other agreement that transfers, in whole or in
part, the economic consequence of ownership of our common stock
whether any such swap or transaction is to be settled by delivery of
our common stock or other securities, in cash or otherwise.

We are not subject to these restrictions in the following instances:

- issuances of common stock, options, phantom stock or other securities
or rights under any of our employee or director compensation, option,
savings, benefit or other plans, and hedging transactions and programs
in connection with any of these plans.

- issuances upon exercise, conversion or exchange of any securities or
obligations outstanding on the date of the U.S. purchase agreement.

- issuances of equity securities as consideration for an acquisition.

- purchases of stock or uses of put options or other derivative
securities pursuant to any previously announced stock repurchase
program.

- issuances of common stock, and securities or agreements with respect
to our common stock, in the aggregate not greater than 2,000,000
shares of common stock.

NEW YORK STOCK EXCHANGE

Our common stock is listed on the New York Stock Exchange under the
symbol "G".

PRICE STABILIZATION, SHORT POSITIONS AND PENALTY BIDS

Until this distribution of our common stock is completed, rules of the
SEC may limit the ability of the underwriters and selling group members to bid
for and purchase our common stock. As an exception to these rules, the U.S.
representatives are permitted to engage in transactions that stabilize the price
of our common stock. These transactions consist of bids or purchases for the
purpose of pegging, fixing or maintaining the price of our common stock.

If the underwriters create a short position in our common stock in
connection with the offering, meaning if they sell more shares of our common
stock than are set forth on the cover page of this prospectus, the U.S.
representatives may reduce that short position by purchasing our common stock in
the open market. The U.S. representatives may also elect to reduce any short
position by exercising all or part of the over-allotment option described above.

In general, purchases of a security for the purpose of stabilization or
to reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases.

None of Gillette, the KKR partnerships or any of the underwriters makes
any representation or prediction as to the direction or magnitude of any effect
that the transactions described above may have on the price of Gillette's common
stock. In addition, none of Gillette, the KKR partnerships or any of the
underwriters makes any representation that the U.S. representatives or the lead
managers will engage in those transactions or that those transactions, once
commenced, will not be discontinued without notice.

OTHER RELATIONSHIPS

Several of the underwriters and their affiliates engage in transactions
with, and perform services for, us, our affiliates, the KKR partnerships and
their affiliates in the ordinary course of business and have engaged, and may in
the future engage, in commercial banking and investment banking transactions
with us, our affiliates, the KKR partnerships and their affiliates, for which
they have received or will receive customary compensation.

13
<PAGE> 15

LEGAL MATTERS

The validity of the common stock being offered in this prospectus will
be passed upon for us by James P. Connolly, Esq., Acting General Counsel. As of
June 2, 1999, Mr. Connolly beneficially owned approximately 198,996 shares of
our common stock, including options to purchase 103,665 shares of common stock
and 25 shares of common stock through his interest in our Employee Stock
Ownership Plan. The validity of the common stock being offered in this
prospectus will be passed upon for the U.S. underwriters by Davis Polk &
Wardwell, New York, New York.

EXPERTS

The consolidated financial statements and schedules appearing in our
annual report on Form 10-K for the year ended December 31, 1998, have been
audited by KPMG LLP, independent auditors, as set forth in their reports. These
reports are incorporated by reference in this prospectus in reliance upon such
reports given upon authority of KPMG LLP as experts in accounting and auditing.

14
<PAGE> 16

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

25,654,399 SHARES

[GILLETTE COMPANY LOGO]

COMMON STOCK

---------------------
PROSPECTUS
---------------------

MERRILL LYNCH & CO.
CREDIT SUISSE FIRST BOSTON
GOLDMAN, SACHS & CO.
J.P. MORGAN & CO.
MORGAN STANLEY DEAN WITTER
SALOMON SMITH BARNEY

, 1999

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 17

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED JULY 1, 1999

PROSPECTUS

25,654,399 SHARES

[GILLETTE COMPANY LOGO]

COMMON STOCK

------------------------

The KKR partnerships will offer all of the shares to be sold in the
offering. The international managers will offer 2,565,440 shares outside of the
United States and Canada, and the U.S. underwriters will offer 23,088,959 shares
in the United States and Canada.

Our common stock is listed on the New York Stock Exchange under the
ticker symbol "G". On June 30, 1999, the last sale price of one share of our
common stock on the New York Stock Exchange was $41.

------------------------

The international managers may also purchase up to an additional 384,816
shares of common stock from the KKR partnerships at the public offering price,
less the underwriting discount, within 30 days from the date of this prospectus
to cover over-allotments. The U.S. underwriters may similarly purchase up to an
aggregate of an additional 3,463,344 shares from the KKR partnerships.

The shares of common stock will be ready for delivery on or about
, 1999.

------------------------

MERRILL LYNCH INTERNATIONAL
CREDIT SUISSE FIRST BOSTON
GOLDMAN SACHS INTERNATIONAL
J.P. MORGAN SECURITIES LTD.
MORGAN STANLEY DEAN WITTER
SALOMON SMITH BARNEY INTERNATIONAL

------------------------

The date of this prospectus is , 1999.
<PAGE> 18

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Information about The Gillette Company...................... 3
Where You Can Find More Information......................... 4
Recent Developments......................................... 5
Use of Proceeds............................................. 6
Selling Stockholder......................................... 6
Material United States Tax Considerations Applicable to
Non-United States Holders of Our Common Stock............. 7
Description of Capital Stock................................ 10
Underwriting................................................ 14
Legal Matters............................................... 17
Experts..................................................... 17
</TABLE>

------------------------

In this prospectus, "Gillette", "we", "us" and "our" refer to The
Gillette Company.

2
<PAGE> 19

INFORMATION ABOUT THE GILLETTE COMPANY

As of May 31, 1999, we conducted manufacturing operations at 62
facilities in 25 countries and distributed products through wholesalers,
retailers and agents in over 200 countries and territories.

Our executive offices are located at Prudential Tower Building, Boston,
Massachusetts 02199, and our telephone number is (617) 421-7000.

3
<PAGE> 20

WHERE YOU CAN FIND MORE INFORMATION

(1) The description of our capital stock contained in our Registration
Statement on Form 8-A/A filed on November 12, 1996.

(2) Our Annual Report on Form 10-K for the fiscal year ended December
31, 1998.

(3) Our Current Report on Form 8-K filed on February 19, 1999.

(4) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
1999.

(5) Our Current Report on Form 8-K filed on April 7, 1999.

(6) Our Current Report on Form 8-K filed on June 22, 1999.

4
<PAGE> 21

RECENT DEVELOPMENTS

FIRST QUARTER RESULTS

On April 15, 1999, we announced our earnings for the three months ended
March 31, 1999.

The unaudited consolidated income account follows:

Weighted Average Number of Common Shares Outstanding
Basic.................................................. 1,107 1,122
Assuming Full Dilution................................. 1,132 1,152

Net Income per Common Share
Basic.................................................. $ 0.24 $ 0.24
Assuming Full Dilution................................. $ 0.24 $ 0.23
</TABLE>

DIVIDENDS

5
<PAGE> 22

USE OF PROCEEDS

SELLING STOCKHOLDER

The KKR partnerships acquired the shares of our common stock in a merger
in which we acquired Duracell.

6
<PAGE> 23

MATERIAL UNITED STATES TAX CONSIDERATIONS APPLICABLE TO
NON-UNITED STATES HOLDERS OF OUR COMMON STOCK

The following is a general discussion of material United States federal
income and estate tax consequences of the ownership and disposition of our
common stock by a person that, for United States federal income tax purposes, is
a non-resident alien individual, a foreign corporation, a foreign partnership or
a foreign estate or trust as defined in the Internal Revenue Code. We refer to
these persons in the following discussion as "non-U.S. holders." This discussion
does not consider specific facts and circumstances that may be relevant to a
particular non-U.S. holder in light of the holder's particular situation. This
discussion does not deal with all aspects of United States federal income and
estate taxation that may be relevant to non-U.S. holders, including special
rules applicable to some United States expatriates. In addition, it does not
deal with United States state and local or foreign tax consequences. This
discussion is not intended for non-U.S. holders who will not hold our common
stock as capital assets or non-U.S. holders who receive special treatment under
the Internal Revenue Code, including insurance companies, tax-exempt entities,
financial institutions, broker-dealers and persons who would hold our common
stock as part of a straddle, hedge or conversion transaction. Furthermore, the
following discussion is based on provisions of the Internal Revenue Code,
existing and proposed regulations and administrative and judicial
interpretations as of the date of this prospectus, all of which may change.
These changes may have retroactive effect. Each prospective non-U.S. holder is
urged to consult a tax advisor with respect to the United States federal tax
consequences of purchasing, holding and disposing of our common stock, as well
as any tax consequences that may arise under the laws of any state, municipality
or other taxing jurisdiction.

Among other ways, a non-U.S. citizen may be deemed to be a resident
alien rather than a non-resident alien with respect to any calendar year by
virtue of being present in the United States on at least 31 days in that
calendar year and for an aggregate of at least 183 days during the current
calendar year and the two preceding calendar years. All of the days present in
the current year, one-third of the days present in the immediately preceding
year and one-sixth of the days present in the second preceding year will be
counted for this purpose. Resident aliens are subject to United States federal
tax as if they were United States citizens.

DIVIDENDS ON COMMON STOCK

Dividends paid to a non-U.S. holder of our common stock generally will
be subject to withholding of United States federal income tax at a rate of 30%
of the gross amount of these dividends. This rate may be lower if specified by
an applicable income tax treaty. Withholding will not apply to dividends paid to
a non-U.S. holder of our common stock if the dividends are effectively connected
with the conduct of a trade or business by the non-U.S. holder within the United
States. Dividends that are effectively connected with the holder's conduct of a
trade or business in the United States are subject to United States federal
income tax on a net income basis at applicable graduated individual or corporate
rates. Withholding generally does not apply to these dividends, provided that
the holder complies with certification and disclosure requirements. A foreign
corporation which receives effectively connected dividends may also, under some
circumstances, be required to pay an additional "branch profits tax" on these
dividends at a 30% rate, or at a lower rate if provided by an applicable income
tax treaty.

Under the current law, dividends paid to an addressee outside the United
States are presumed to be paid to a resident of the country of address, unless
the payer has knowledge to the contrary, for purposes of the withholding
discussed above and for purposes of determining the applicability of a tax
treaty. Under recently finalized new withholding regulations, a non-U.S. holder
of our common stock will be required to satisfy certification and other
requirements in order to claim the benefit of a reduced withholding tax rate
with respect to dividends under an applicable treaty. In addition, under the new
withholding regulations, in the case of common stock held by a foreign
partnership, the certification requirements would generally be applied to the
partners and the partnership may be required to provide information, including a
United States taxpayer identification number. The new withholding regulations
also provide look-through rules for tiered partnerships. The new withholding
regulations are generally
7
<PAGE> 24

effective for payments made after December 31, 2000. Non-U.S. holders are
encouraged to consult their own tax advisors with respect to the application of
the new withholding regulations.

A non-U.S. holder of our common stock that is eligible for a reduced
rate of United States withholding tax pursuant to an income tax treaty may
obtain a refund of any excess amounts withheld by filing an appropriate claim
for refund with the United States Internal Revenue Service.

GAIN ON DISPOSITION OF OUR COMMON STOCK

A non-U.S. holder generally will not be subject to United States federal
income tax in respect of gain recognized on a sale or other disposition of our
common stock unless (i) the gain is effectively connected with a trade or
business of the non-U.S. holder in the United States or, if a tax treaty
applies, is attributable to a permanent establishment maintained by the non-U.S.
holder in the United States, (ii) in the case of a non-U.S. holder who is an
individual and holds our common stock as a capital asset, such holder is present
in the United States for 183 or more days in the taxable year of the sale and
other conditions are met, or (iii) we are or have been a "United States real
property holding corporation" for United States federal income tax purposes at
any time within the shorter of the five-year period preceding the disposition or
the holder's holding period and the non-U.S. holder owned more than 5% of our
common stock at any time during this period. We believe that we have not been
and are not a United States real property holding corporation for United States
federal income tax purposes and do not currently anticipate becoming a United
States real property holding corporation. Different tax consequences would apply
to some non-U.S. holders if we were to become a United States real property
holding corporation. If a non-U.S. holder falls under clause (i) above, the
holder will be taxed on the net gain derived from the sale at regular graduated
United States federal income tax rates (the branch profits tax also may apply if
the non-U.S. holder is a corporation). If a non-U.S. holder falls under clause
(ii) above, the holder generally must pay a flat 30% tax on the net gain derived
from the sale which gain may be offset by United States capital losses
recognized in the same taxable year as the sale.

FEDERAL ESTATE TAX

Common stock owned or treated as owned by a non-U.S. holder at the time
of death, or common stock of which the non-U.S. holder made specified types of
lifetime transfers, will be included in the holder's gross estate for United
States federal estate tax purposes, unless an applicable estate tax treaty
provides otherwise.

UNITED STATES INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING TAX

We must report to the United States Internal Revenue Service and to each
non-U.S. holder the amount of dividends paid to the holder. In addition, we must
report the name and address of each holder and the tax withheld, if any, with
respect to these dividends. Copies of the information returns reporting such
dividends and withholding may also be made available to the tax authorities in
the country in which the non-U.S. holder resides under the provisions of an
applicable income tax treaty.

Under current law, backup withholding will generally not apply to
dividends paid to a non-U.S. holder at an address outside the United States.
However, backup withholding will apply if the non-U.S. holder is engaged in a
trade or business in the United States or if the payer has knowledge that the
payee is a United States person. Backup withholding is a withholding imposed at
the rate of 31% on some payments to persons that fail to furnish information
under United States information reporting requirements. However, under the new
withholding regulations, which are generally effective for dividends paid after
December 31, 2000, backup withholding may apply to dividend payments unless
certification requirements are satisfied. See the discussion above with respect
to rules applicable to foreign partnerships under the new withholding
regulations.

In general, backup withholding and information reporting will not apply
to a payment of the proceeds of a sale of common stock effected outside the
United States by a foreign office of a broker. If, however, the broker is, for
United States federal income tax purposes, a United States person, a controlled
8
<PAGE> 25

foreign corporation, a foreign person that derives 50% or more of its gross
income for specified periods from the conduct of a trade or business in the
United States or, effective for payments after December 31, 2000, a foreign
partnership (i) more than 50% of the income or capital interests of which are
owned by United States persons or (ii) that is engaged in a United States trade
or business, backup withholding will not apply to these payments, but
information reporting requirements will apply. However, these payments will not
be subject to information reporting if the broker has documentary evidence in
its records that the beneficial owner of the stock sold is a non-U.S. holder and
other conditions are met or (2) the beneficial owner otherwise establishes an
exemption.

Payment to or through a United States office of a broker of the proceeds
of a sale of common stock is generally subject to both backup withholding and
information reporting unless the beneficial owner certifies on a Form W-8 (or a
suitable substitute form) under penalties of perjury that it is a non-U.S.
holder, or otherwise establishes an exemption.

Generally effective for payments after December 31, 2000, the new
withholding regulations unify some of the certification procedures and forms and
the reliance standards relating to information reporting and backup withholding.

Any amounts withheld under the backup withholding rules may be allowed
as a refund or a credit against the holder's United States federal income tax
liability provided the required information is furnished to the United States
Internal Revenue Service.

9
<PAGE> 26

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 2,320,000,000 shares of common
stock, $1.00 par value, and 5,000,000 shares of preferred stock, without par
value.

COMMON STOCK

BankBoston, N.A. is the registrar and transfer agent of the shares of
our common stock.

At March 31, 1999, 1,109,122,807 shares of our common stock were
outstanding and held of record by 61,696 holders.

PREFERRED STOCK

Series C ESOP Convertible Preferred Stock

- Redemption. The ESOP convertible preferred stock is redeemable upon
the occurrence of specified changes in control or other events at
varying prices not less than $602.875 per share

10
<PAGE> 27

Preferred Stock Purchase Rights

Each whole right may be exercised to purchase one ten-thousandth of a
share of our Series A junior participating preferred stock for $225. The rights
become exercisable on the earlier of:

- ten business days after we announce that a person has acquired 15% or
more of our common stock, or

- ten business days after a tender offer commences that could result in
a person's ownership of 15% or more of our common stock.

When the rights become exercisable, they will also become transferable apart
from the shares of common stock or ESOP convertible preferred stock to which
they are currently attached.

Series A Junior Participating Preferred Stock

payment of dividends on the Series C ESOP convertible preferred stock
and any other senior preferred stock.

- Redemption. The junior participating preferred stock may not be
mandatorily redeemed by us.

PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS AND DELAWARE LAW
AFFECTING CHANGES IN CONTROL

12
<PAGE> 29

- a person who owns 15% or more of our voting stock,

- a person who is an affiliate of ours and owned 15% or more of our
voting stock within the prior three years, or

- an affiliate of either of these persons.

13
<PAGE> 30

UNDERWRITING

GENERAL

The KKR partnerships intend to offer shares of our common stock outside
the United States and Canada through a number of international managers and in
the United States and Canada through a number of U.S. underwriters. Merrill
Lynch International, Credit Suisse First Boston (Europe) Limited, Goldman Sachs
International, J.P. Morgan Securities Ltd., Morgan Stanley & Co. International
Limited and Salomon Brothers International Limited are acting as lead managers
of each of the international managers named below. In an international purchase
agreement entered into by us, the KKR partnerships and the international
managers, the KKR partnerships have agreed to sell to the international
managers, and each of the international managers has agreed to purchase from the
KKR partnerships, the number of shares of common stock shown opposite its name
below. The obligations of the international managers to purchase these shares
are several and not joint. They are subject to the terms and conditions
contained in the international purchase agreement.

<TABLE>
<CAPTION>
NUMBER OF
INTERNATIONAL MANAGER SHARES
--------------------- -------------
<S> <C>
Merrill Lynch International.................................
Credit Suisse First Boston (Europe) Limited.................
Goldman Sachs International.................................
J.P. Morgan Securities Ltd..................................
Morgan Stanley & Co. International Limited..................
Salomon Brothers International Limited......................
---------
Total.......................................... 2,565,440
=========
</TABLE>

The KKR partnerships have also entered into a U.S. purchase agreement
with a group of underwriters in the United States and Canada for whom Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston
Corporation, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Morgan Stanley &
Co. Incorporated and Salomon Smith Barney Inc. are acting as U.S.
representatives. Concurrently with the sale of 2,565,440 shares of common stock
to the international managers as described above, the KKR partnerships have
agreed to sell to the U.S. underwriters, and the U.S. underwriters have agreed
to purchase from the KKR partnerships, a total of 23,088,959 shares of common
stock. The obligations of the U.S. underwriters to purchase these shares are
several and not joint. They are subject to the terms and conditions contained in
the U.S. purchase agreement. The public offering price per share and the total
underwriting discount per share of common stock are identical under the
international purchase agreement and the U.S. purchase agreement.

In the international purchase agreement, the international managers
severally have agreed to purchase all of the shares of common stock being sold
under that agreement if any of those shares are purchased. In the U.S. purchase
agreement, the U.S. underwriters severally have agreed to purchase all of the
shares of common stock being sold under that agreement if any of those shares
are purchased. If there is a default by a U.S. underwriter or an international
manager, the U.S. purchase agreement and the international purchase agreement
provide that, in specified circumstances, the purchase commitments of the
nondefaulting underwriters or managers may be increased or the purchase
agreement may be terminated. The closings for the sales of common stock to the
international managers and to the U.S. underwriters are conditioned upon one
another.

We and the KKR partnerships have agreed to indemnify the international
managers and the U.S. underwriters against specified liabilities, including some
liabilities under the Securities Act, or to contribute to payments the
international managers and U.S. underwriters may be required to make for those
liabilities.

The international managers are severally offering the shares of common
stock, subject to prior sale, when, as and if issued to and accepted by them,
subject to approval of specified legal matters by

14
<PAGE> 31

counsel for the international managers and satisfaction of other conditions. The
international managers reserve the right to withdraw, cancel or modify this
offering and to reject orders in whole or in part.

COMMISSIONS AND DISCOUNTS

The lead managers have advised us and the KKR partnerships that the
international managers propose initially to offer the shares of common stock to
the public at the public offering price appearing on the cover page of this
prospectus, and to selected dealers at that price less a concession not in
excess of $ per share of common stock. The international managers may allow,
and those dealers may reallow, a discount not in excess of $ per share of
common stock to other dealers. After the public offering, the public offering
price, concession and discount may change.

The following table shows the per share and total public offering price,
underwriting discount to be paid by the KKR partnerships to the international
managers and the U.S. underwriters and the proceeds before expenses to the KKR
partnerships. This information is presented assuming either no exercise or full
exercise by the international managers and the U.S. underwriters of their
over-allotments options described below.

We will pay the expenses of the offering, not including the underwriting
discount, which are estimated at $874,000.

INTERSYNDICATE AGREEMENT

The international managers and the U.S. underwriters have entered into
an intersyndicate agreement that provides for the coordination of their
activities. Under the intersyndicate agreement, the international managers and
the U.S. underwriters are permitted to sell shares of our common stock to each
other for purposes of resale at the public offering price, less an amount not
greater than the selling concession. Under the intersyndicate agreement, the
U.S. underwriters and any dealer to whom they sell shares of our common stock
will not offer to sell or sell shares of our common stock to persons who are
non-U.S. or non-Canadian persons or to persons they believe intend to resell to
persons who are non-U.S. or non-Canadian persons, and the international managers
and any dealer to whom they sell shares of our common stock will not offer to
sell or sell shares of our common stock to U.S. persons or to Canadian persons
or to persons they believe intend to resell to U.S. or Canadian persons, except
in the case of transactions permitted by the intersyndicate agreement.

OVER-ALLOTMENT OPTION

The KKR partnerships have granted an option to the international
managers, exercisable from time to time for 30 days after the date of this
prospectus, to purchase up to a total of 384,816 additional shares of our common
stock at the public offering price appearing on the cover page of this
prospectus, less the underwriting discount. The international managers may
exercise this option solely to cover over-allotments, if any, made on the sale
of our common stock offered by this prospectus. If the international managers
exercise this option, each international manager will be obligated, subject to
specified conditions, to purchase a number of additional shares of our common
stock proportionate to the international manager's initial number of shares
reflected in the table shown above. The KKR partnerships have granted a similar
over-allotment option to the U.S. underwriters to purchase up to a total of
3,463,344 additional shares of common stock.

15
<PAGE> 32

NO SALES OF SIMILAR SECURITIES

We and the KKR partnerships have agreed, without the prior written
consent of Merrill Lynch on behalf of the international managers for a period of
90 days after the date of this prospectus, not to

We are not subject to these restrictions in the following instances:

- issuances upon exercise, conversion or exchange of any securities or
obligations outstanding on the date of the international purchase
agreement.

- issuances of equity securities as consideration for an acquisition.

- purchases of stock or uses of put options or other derivative
securities pursuant to any previously announced stock repurchase
program.

- issuances of common stock, and securities or agreements with respect
to our common stock, in the aggregate not greater than 2,000,000
shares of common stock.

NEW YORK STOCK EXCHANGE

Our common stock is listed on the New York Stock Exchange under the
symbol "G".

NASD REGULATIONS

Purchasers of the shares offered by this prospectus may be required to
pay stamp taxes and other charges in accordance with the laws and practices of
the country of purchase in addition to the offering price appearing on the cover
page of this prospectus.

OTHER RELATIONSHIPS

Several of the underwriters and their affiliates engage in transactions
with, and perform services for, us, our affiliates, the KKR partnerships and
their affiliates in the ordinary course of business and have engaged, and may in
the future engage, in commercial banking and investment banking transactions
with us, our affiliates, the KKR partnerships and their affiliates for which
they have received or will receive customary compensation.

16
<PAGE> 33

LEGAL MATTERS

The validity of the common stock being offered in this prospectus will
be passed upon for us by James P. Connolly, Esq., Acting General Counsel. As of
June 2, 1999, Mr. Connolly beneficially owned approximately 198,996 shares of
our common stock, including options to purchase 103,665 shares of common stock
and 25 shares of common stock through his interest in our Employee Stock
Ownership Plan. The validity of the common stock being offered in this
prospectus will be passed upon for the international managers by Davis Polk &
Wardwell, New York, New York.

EXPERTS

17
<PAGE> 34

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

25,654,399 SHARES

[GILLETTE COMPANY LOGO]

COMMON STOCK

---------------------
PROSPECTUS
---------------------

MERRILL LYNCH INTERNATIONAL
CREDIT SUISSE FIRST BOSTON
GOLDMAN SACHS INTERNATIONAL
J.P. MORGAN SECURITIES LTD.
MORGAN STANLEY DEAN WITTER
SALOMON SMITH BARNEY INTERNATIONAL

, 1999

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 35

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF DISTRIBUTION

<TABLE>
<S> <C>
SEC registration fee........................................ $499,022.88
Legal fees and expenses*.................................... 125,000.00
Printing expenses*.......................................... 50,000.00
Accounting fees and expenses*............................... 100,000.00
Miscellaneous*.............................................. 99,977.12
-----------
Total Expenses......................................... $874,000.00
===========
</TABLE>

- ---------------
* Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law, as amended (the
"DGCL"), provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal or investigative
(other than an action by or in the right of the corporation), by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful. Section 145 further provides that a
corporation similarly may indemnify any such person serving in any such capacity
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor, against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or such other court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (1) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (2) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) under Section 174 of the DGCL (relating to
unlawful payment of dividends and unlawful stock purchase and redemption) or (4)
for any transaction from which the director derived an improper personal
benefit.

The Registrant's bylaws provide that the Registrant shall indemnify
current or former directors, officers, employees or agents of the Registrant, in
connection with proceedings brought against such persons by reason of their
position with the Registrant to the fullest extent permitted by Delaware law.
The Registrant's Certificate of Incorporation, as amended, provides that a
director of the Registrant shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except as is not permitted under the DGCL.

II-1
<PAGE> 36

The Registrant has obtained insurance policies that insure its directors
and officers against certain liabilities.

The proposed form of the underwriting agreement provides for
indemnification of the directors and officers of the Registrant by the
underwriters against certain liabilities. The selling stockholder has also
agreed to indemnify the directors and officers of the Registrant against certain
liabilities.

For the undertaking with respect to indemnification, see Item 17 herein.

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
TITLE OF
EXHIBIT
- --------
<C> <S>
1.1 Form of U.S. Purchase Agreement*
1.2 Form of International Purchase Agreement*
4.1 Renewed Rights Agreement dated as of December 14, 1995
between The Gillette Company and The First National Bank of
Boston, filed as Exhibit 4 to The Gillette Company Current
Report on Form 8-K, dated December 18, 1995, Commission File
No. 1-922, incorporated by reference herein
4.2 Specimen of form of certificate representing ownership of
The Gillette Company Common Stock, $1.00 par value,
effective December 10, 1996, filed as Exhibit 4(a) to The
Gillette Company Annual Report on Form 10-K for the year
ended December 31, 1996, Commission File No. 1-922,
incorporated by reference herein
4.3 Form of Certificate of Designation, Preferences and Rights
of Series A Junior Participating Preferred Stock of The
Gillette Company filed as Exhibit A to Exhibit 1 to The
Gillette Company Current Report on Form 8-K, dated December
30, 1985, Commission File No. 1-911, incorporated by
reference as Exhibit 4(c) to The Gillette Company Annual
Report on Form 10-K for the year ended December 31, 1996,
Commission File No. 1-922, incorporated by reference herein
4.4 Amendment to Certificate of Designations, Preferences and
Rights of Series A Junior Participating Preferred Stock
dated December 9, 1996, filed as Exhibit 4(c) to The
Gillette Company Annual Report on Form 10-K for the year
ended December 31, 1996, File No. 1-922, incorporated by
reference herein
4.5 Certificate of Designation of the Series C ESOP Convertible
Preferred Stock of The Gillette Company, dated January 17,
1990, filed as Exhibit 4(e) to The Gillette Company Annual
Report on Form 10-K for the year ended December 31, 1989,
Commission File No. 1-922, incorporated by reference herein
4.6 Certificate of Amendment relating to an increase in the
amount of authorized shares of preferred stock and common
stock, filed as Exhibit 3(i) to The Gillette Company
Quarterly Report on Form 10-Q for the period ended March 31,
1998, Commission File No. 1-922, incorporated by reference
herein
5.1 Opinion of James P. Connolly, Esq., Acting General Counsel*
23.1 Consent of KPMG LLP
23.2 Consent of James P. Connolly, Esq., Acting General Counsel
(to be included in the opinion filed as Exhibit 5.1)*
24.1 Power of Attorney*
</TABLE>

- ---------------

* Previously filed.

II-2
<PAGE> 37

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(b) The undersigned Registrant hereby undertakes that:

1. For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

2. For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions set forth in Item 15 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification (other than by policies
of insurance) is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-3
<PAGE> 38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment
No. 2 to Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, State of
Massachusetts, on the 1st day of July, 1999.

THE GILLETTE COMPANY

By: /s/ CHARLES W. CRAMB
------------------------------------
Name: Charles W. Cramb
Title: Senior Vice
President -- Finance,
Chief Financial Officer and
Principal Accounting Officer

Pursuant to the requirement of the Securities Act of 1933, this
Amendment No. 2 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman of the Board, Chief Executive July 1, 1999
- -------------------------------------- Officer and Director
Michael C. Hawley

/s/ CHARLES W. CRAMB Senior Vice President -- Finance, July 1, 1999
- -------------------------------------- Chief Financial Officer and Principal
Charles W. Cramb Accounting Officer

* Director July 1, 1999
- --------------------------------------
Warren E. Buffett

* Director July 1, 1999
- --------------------------------------
Wilbur H. Gantz

* Director July 1, 1999
- --------------------------------------
Michael B. Gifford

* Director July 1, 1999
- --------------------------------------
Carol R. Goldberg

* Director July 1, 1999
- --------------------------------------
Herbert H. Jacobi

* Director July 1, 1999
- --------------------------------------
Henry R. Kravis
</TABLE>

II-4
<PAGE> 39

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director July 1, 1999
- --------------------------------------
Jorge Paulo Lemann

* Director July 1, 1999
- --------------------------------------
Richard R. Pivirotto

* Director July 1, 1999
- --------------------------------------
Alexander B. Trowbridge

* Director July 1, 1999
- --------------------------------------
Marjorie M.T. Yang

* Director July 1, 1999
- --------------------------------------
Alfred M. Zeien

*By: /s/ CHARLES W. CRAMB
- --------------------------------------
Charles W. Cramb, for himself and as
attorney-in-fact
</TABLE>

II-5
<PAGE> 40

EXHIBIT INDEX

<TABLE>
<CAPTION>
TITLE OF
EXHIBIT
- --------
<C> <S>

1.1 Form of U.S. Purchase Agreement*
1.2 Form of International Purchase Agreement*
4.1 Renewed Rights Agreement dated as of December 14, 1995
between The Gillette Company and The First National Bank of
Boston, filed as Exhibit 4 to The Gillette Company Current
Report on Form 8-K, dated December 18, 1995, Commission File
No. 1-922, incorporated by reference herein
4.2 Specimen of form of certificate representing ownership of
The Gillette Company Common Stock, $1.00 par value,
effective December 10, 1996, filed as Exhibit 4(a) to The
Gillette Company Annual Report on Form 10-K for the year
ended December 31, 1996, Commission File No. 1-922,
incorporated by reference herein
4.3 Form of Certificate of Designation, Preferences and Rights
of Series A Junior Participating Preferred Stock of The
Gillette Company filed as Exhibit A to Exhibit 1 to The
Gillette Company Current Report on Form 8-K, dated December
30, 1985, Commission File No. 1-911, incorporated by
reference as Exhibit 4(c) to The Gillette Company Annual
Report on Form 10-K for the year ended December 31, 1996,
Commission File No. 1-922, incorporated by reference herein
4.4 Amendment to Certificate of Designations, Preferences and
Rights of Series A Junior Participating Preferred Stock
dated December 9, 1996, filed as Exhibit 4(c) to The
Gillette Company Annual Report on Form 10-K for the year
ended December 31, 1996, File No. 1-922, incorporated by
reference herein
4.5 Certificate of Designation of the Series C ESOP Convertible
Preferred Stock of The Gillette Company, dated January 17,
1990, filed as Exhibit 4(e) to The Gillette Company Annual
Report on Form 10-K for the year ended December 31, 1989,
Commission File No. 1-922, incorporated by reference herein
4.6 Certificate of Amendment relating to an increase in the
amount of authorized shares of preferred stock and common
stock, filed as Exhibit 3(i) to The Gillette Company
Quarterly Report on Form 10-Q for the period ended March 31,
1998, Commission File No. 1-922, incorporated by reference
herein
5.1 Opinion of James P. Connolly, Esq., Acting General Counsel*
23.1 Consent of KPMG LLP
23.2 Consent of James P. Connolly, Esq., Acting General Counsel
(to be included in the opinion filed as Exhibit 5.1)*
24.1 Power of Attorney*
</TABLE>

- ---------------

* Previously filed.

<PAGE> 1

EXHIBIT 23.1

ACCOUNTANTS' CONSENT

The Board of Directors of The Gillette Company:

We consent to the incorporation herein by reference of our reports dated
February 11, 1999 included in The Gillette Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 and to the reference to our firm
under the heading "Experts" in the prospectus.

KPMG LLP

Boston, Massachusetts

July 1, 1999