GILLETTE CO, S-3, 1999-04-01

GILLETTE CO
S-3, 1999-04-01
CUTLERY, HANDTOOLS & GENERAL HARDWARE

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<PAGE> 1

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

REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

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 &
The Gillette Company One International Place 450 Lexington Avenue Bartlett
Prudential Tower Building Boston, Massachusetts New York, New York 10017 425 Lexington Avenue
Boston, Massachusetts 02110 (212) 450-4000 New York, New York 10021
02199 (617) 951-7000 (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
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes 3,848,160 shares which may be sold pursuant to the Underwriters'
overallotment 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.

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 APRIL 1, 1999

PROSPECTUS
25,654,399 SHARES

[LOGO OF THE GILLETTE COMPANY]

COMMON STOCK

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

The selling stockholder identified in this prospectus is offering all of
the shares to be sold in the offering. Neither Gillette nor any of its executive
officers or employees will be selling shares or receiving proceeds from the
offering. The U.S. underwriters will offer shares in the United States and
Canada, and the international managers will offer 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 March 31, 1999, the last sale price of one share of our
common stock on the New York Stock Exchange was $59 7/16. Our address is
Prudential Tower Building, Boston, Massachusetts 02199. Our phone number is
(617) 421-7000.

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

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

The U.S. underwriters may also purchase up to an additional 3,463,344
shares of common stock from the selling stockholder 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 selling
stockholder.

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 in New York, New
York on or about , 1999.

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

MERRILL LYNCH & CO.
------------------------
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
Use of Proceeds............................................. 5
Selling Stockholder......................................... 5
Description of Capital Stock................................ 6
Underwriting................................................ 9
Legal Matters............................................... 12
Experts..................................................... 12
</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 March 1, 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 subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, 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
described 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 prior to the termination of this offering:

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

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

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

USE OF PROCEEDS

All net proceeds from the sale of the shares of our common stock offered
in this prospectus will go to the selling stockholder who offers and sells them.
Neither we nor any of our executive officers or employees will be selling shares
or receiving proceeds from this offering.

SELLING STOCKHOLDER

The selling stockholder acquired the shares of our common stock in a
merger in which we acquired Duracell.

Henry R. Kravis, who is one of our directors, is a general partner of
KKR Associates, the selling stockholder.

The following table sets forth certain information regarding beneficial
ownership of our common stock by the selling stockholder at December 31, 1998.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING SHARES BEING OFFERED(1) AFTER OFFERING
----------------------- ----------------------- -----------------------
SHARES PERCENTAGE SHARES PERCENTAGE SHARES PERCENTAGE
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
NAME
- --------------------------
KKR Associates(2)......... 51,308,798 4.642% 25,654,399 2.321% 25,654,399 2.321%
</TABLE>

- ---------------
(1) Assumes no exercise of the underwriters' over-allotment option. If the
over-allotment option were exercised in full, 29,502,559 shares of common
stock would be offered.

(2) Shares of common stock shown as beneficially owned by KKR Associates are
owned of record 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, and by KKR Associates.

5
<PAGE> 7

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

Subject to the preferences of our outstanding preferred 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. Holders of our common stock
are entitled to 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 December 31, 1998, 1,105,406,751 shares of our common stock were
issued and outstanding and held of record by 61,500 holders.

PREFERRED STOCK

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

Series C ESOP Convertible Preferred Stock

At December 31, 1998, 148,627 shares of Series C ESOP convertible
preferred stock, no par value per share, were issued and outstanding. All of the
issued and outstanding ESOP convertible preferred stock is held by our Employee
Stock Ownership Plan. The holders of the ESOP convertible preferred stock are
entitled to receive cash dividends in the amount of $48.23 per share per year.
Such dividends accrue whether or not declared and cumulate if not paid when
accrued. 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. 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.

As of December 31, 1998, each share of ESOP convertible preferred stock
was convertible into 80 shares of common stock, subject to adjustment for stock
dividends, stock splits and the like. 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 such share could be converted, whether or not then convertible, on the
record date for determining the stockholders entitled to vote.

The ESOP convertible preferred stock is redeemable upon the occurrence
of certain changes in control or other events, depending on the event at our
option or the option of the stockholder, at varying prices not less than
$602.875 per share plus accumulated and unpaid dividends.

Preferred Stock Purchase Rights

Pursuant to a Renewed Rights Agreement dated as of December 14, 1995,
effective as of December 9, 1996, that we entered into with the First National
Bank of Boston, as Rights Agent, a right

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<PAGE> 8

is attached to each outstanding share of common stock, and each share of ESOP
convertible preferred stock is entitled to 80 rights.

At December 31, 1998, we had 1,117,296,898 rights outstanding as
follows: one right for each share of common stock outstanding and a total of
11,890,147 rights for the outstanding ESOP convertible preferred stock. Each
right may be exercised to purchase one ten-thousandth of a share of Series A
junior participating preferred stock for $225. The rights will only become
exercisable, or separately transferable, on the earlier of the tenth business
day after we announce that a person has acquired 15% or more of our common stock
or the tenth business day after a tender offer commences that could result in
ownership of 15% or more of our common stock.

If any person acquires 15% or more of our common stock, except in an
offer for all of our common stock that has been approved by our Board of
Directors, or in the event of specified mergers or other transactions involving
a 15% or more stockholder, each right not owned by that person or related
parties will enable its holder to purchase, at the right's exercise price,
common stock, or a combination of common stock and other assets, having double
that value. Similar terms would apply to the purchase of that party's common
stock in the event of specified types of merger or asset sale transactions with
another party.

The rights, which have no voting power, expire on December 14, 2005,
subject to extension. Upon approval by our Board of Directors, the rights may be
redeemed for $.01 each under some conditions. These conditions may change after
any person becomes a 15% stockholder.

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
shares of junior participating preferred stock have the following terms. Each
share of junior participating preferred stock will be entitled, subject to the
rights of holders of any other series of preferred stock having superior rights,
to receive cumulative quarterly cash dividends payable on the fifteenth day of
January, April, July and October in each year equal to the greater of (a) $20,
or (b) subject to anti-dilution adjustments, currently 10,000 times the
aggregate per share amount of all cash dividends, and 10,000 times the aggregate
per share amount, payable in kind, of all non-cash dividends or other
distributions other than a dividend payable in shares of common stock, declared
on our common stock since the immediately preceding quarterly dividend payment
date on the junior participating preferred stock. Accrued but unpaid dividends
will not bear interest.

Holders of shares of junior participating preferred stock will, subject
to anti-dilution adjustments, be entitled to 10,000 votes currently on all
matters submitted to a vote of our stockholders, voting 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 shall 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 or repurchase or otherwise acquire shares
of our stock.

If we are liquidated, voluntarily or otherwise, 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

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<PAGE> 9

(a) $200 per share, or (b) subject to anti-dilution adjustments, currently
10,000 times the aggregate per share amount to be distributed to holders of our
common stock.

In the event of any consolidation, merger, combination or other
transaction in which the shares of our common stock are exchanged for or changed
into other stock or securities of another company or cash and/or other property,
then in any such case the shares of junior participating preferred stock will be
similarly exchanged or changed in an amount per share, subject to anti-dilution
adjustments, equal to 10,000 times the aggregate amount of stock, securities,
cash and/or any other property payable in kind, as the case may be, into which
or for which each share of our common stock is changed or exchanged.

The shares of junior participating preferred stock will rank pari passu
with, or if determined by our Board of Directors, junior and subordinate to, all
other series of our preferred stock with respect to dividends and/or liquidation
preference. The junior participating preferred stock may be issued in fractional
shares, and may not be mandatorily redeemed by us.

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

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 as nearly equal in number as possible, with one class being
elected each year for a three-year term. A director may only be removed for
cause and 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.

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.

Our bylaws contain provisions requiring us to indemnify any director,
officer, employee or agent to the fullest extent permitted under Delaware law.
Our Certificate of Incorporation provides that our directors shall 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.

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 and subject to the power of the stockholders to adopt, amend or
repeal the bylaws.

We are subject to 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, unless the
business combination is approved in a prescribed manner. An "interested
stockholder" is a person who, together with affiliates and associates, owns (or
within the prior three years did own) 15% or more of our voting stock.

Some provisions of our Certificate of Incorporation and bylaws and
Delaware law described in "Description of Capital Stock" may have anti-takeover
effects.

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<PAGE> 10

UNDERWRITING

GENERAL

The selling stockholder intends to offer our common stock in the United
States and Canada through a number of U.S. underwriters and elsewhere through
international managers. Merrill Lynch, Pierce, Fenner & Smith Incorporated is
acting as U.S. representative of each of the U.S. underwriters. Subject to the
terms and conditions set forth in a U.S. purchase agreement among us, the
selling stockholder and the U.S. underwriters, and concurrently with the sale of
2,565,440 shares of common stock to the international managers, the selling
stockholder has agreed to sell to the U.S. underwriters, and each of the U.S.
underwriters severally and not jointly has agreed to purchase from the selling
stockholder, the number of shares of common stock set forth opposite its name
below.

<TABLE>
<CAPTION>
NUMBER OF
U.S. UNDERWRITER SHARES
---------------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................

----------
Total.......................................... 23,088,959
==========
</TABLE>

The selling stockholder has also entered into an international purchase
agreement with certain international managers outside the United States and
Canada for whom Merrill Lynch International is acting as lead manager. Subject
to the terms and conditions set forth in the international purchase agreement,
and concurrently with the sale of 23,088,959 shares of common stock to the U.S.
underwriters pursuant to the U.S. purchase agreement, the selling stockholder
has agreed to sell to the international managers, and the international managers
severally have agreed to purchase from the selling stockholder, an aggregate of
2,565,440 shares of common stock. 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 and the international purchase agreement,
the U.S. underwriters and the international managers, respectively, severally
have agreed, subject to the terms and conditions set forth in those agreements,
to purchase all of the shares of common stock being sold under the terms of each
such agreement if any of the shares of common stock being sold under the terms
of that agreement are purchased. In the event of a default by an underwriter or
manager, the U.S. purchase agreement and the international purchase agreement
provide that, in certain circumstances, the purchase commitments of the
nondefaulting underwriters or managers may be increased or the purchase
agreements may be terminated. The closings with respect to the sale of shares of
common stock to be purchased by the U.S. underwriters and the international
managers are conditioned upon one another.

We and the selling stockholder have agreed to indemnify the U.S.
underwriters and the international managers against certain 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 in respect of those liabilities.

The shares of common stock are being offered by the several
underwriters, 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 underwriters reserve the
right to withdraw, cancel or modify such offer and to reject orders in whole or
in part.

COMMISSIONS AND DISCOUNTS

The U.S. representative has advised us and the selling stockholder that
the U.S. underwriters propose initially to offer the shares of common stock to
the public at the public offering price set forth on the cover page of this
prospectus, and to certain dealers at such price less a concession not in excess
of

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<PAGE> 11

$ per share of common stock. The U.S. underwriters may allow, and such
dealers may reallow, a discount not in excess of $ per share of common stock
to certain 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 selling stockholder to the U.S.
underwriters and the international managers and the proceeds before expenses to
the selling stockholder. 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 selling
stockholder...................................... $ $ $
</TABLE>

The expenses of the offering, exclusive of the underwriting discount,
are estimated at $ and are payable by us.

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 terms of 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 terms of 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 common
stock will not offer to sell or sell shares of 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 under the terms of the
intersyndicate agreement.

OVER-ALLOTMENT OPTION

The selling stockholder has 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 an aggregate of 3,463,344 additional shares of our common stock
at the public offering price set forth 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 hereby. To the extent that the U.S. underwriters exercise this option,
each U.S. underwriter will be obligated, subject to certain conditions, to
purchase a number of additional shares of our common stock proportionate to the
U.S. underwriter's initial amount reflected in the foregoing table.

The selling stockholder also has 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 an aggregate of 384,816 additional shares of
common stock to cover over-allotments, if any, on terms similar to those granted
to the U.S. underwriters.

NO SALES OF SIMILAR SECURITIES

We and the selling stockholder have agreed, with certain exceptions,
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

10
<PAGE> 12

- 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.

Exceptions to the foregoing restrictions with respect to us are

- issuances of common stock, options, phantom stock or other securities
or rights pursuant to any employee or director compensation, option,
savings, benefit or other plan of ours and hedging transactions and
programs in connection with any such plan.

- 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
thereto, 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 the distribution of our common stock is completed, rules of the
SEC may limit the ability of the underwriters and certain selling group members
to bid for and purchase our common stock. As an exception to these rules, the
U.S. representative is permitted to engage in transactions that stabilize the
price of our common stock. Such 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, i.e., if they sell more shares of our common stock
than are set forth on the cover page of this prospectus, the U.S. representative
may reduce that short position by purchasing our common stock in the open
market. The U.S. representative 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 selling stockholder 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 our common
stock. In addition, none of Gillette, the selling stockholder or any of the
underwriters makes any representation that the U.S. representative or the lead
manager will engage in such transactions or that such transactions, once
commenced, will not be discontinued without notice.

OTHER RELATIONSHIPS

Certain of the underwriters and their affiliates engage in transactions
with, and perform services for, our company, our affiliates, the selling
stockholder and its affiliates in the ordinary course of business and have
engaged, and may in the future engage, in commercial banking and investment
banking transactions with our company, our affiliates, the selling stockholder
and its affiliates, for which they have received or will receive customary
compensation.

11
<PAGE> 13

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
February 26, 1999, Mr. Connolly beneficially owned approximately 81,968 shares
of our common stock, including options to purchase 108,666 shares of common
stock and 25 shares of common stock through his interest in our Employee Stock
Ownership Plan. Certain legal matters will be passed upon for the 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 Peat Marwick 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 Peat Marwick LLP as
experts in accounting and auditing.

12
<PAGE> 14

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

25,654,399 SHARES

[INSERT LOGO]

COMMON STOCK

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

MERRILL LYNCH & CO.

, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 15

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED APRIL 1, 1999
PROSPECTUS
25,654,399 SHARES

[LOGO OF THE GILLETTE COMPANY]

COMMON STOCK

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

The selling stockholder identified in this prospectus is offering all of
the shares to be sold in the offering. Neither Gillette nor any of our executive
officers or employees will be selling shares or receiving proceeds from the
offering. The international managers will offer shares outside of the United
States and Canada, and the U.S. underwriters will offer shares in the United
States and Canada.

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

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

The international managers may also purchase up to an additional 384,816
shares of common stock from the selling stockholder 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 selling
stockholder.

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

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

MERRILL LYNCH INTERNATIONAL
------------------------
The date of this prospectus is , 1999.
<PAGE> 16

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Information about The Gillette Company...................... 3
Where You Can Find More Information......................... 4
Use of Proceeds............................................. 5
Selling Stockholder......................................... 5
Material United States Tax Considerations Applicable to
Non-United States Holders of Our Common Stock............. 6
Description of Capital Stock................................ 9
Underwriting................................................ 12
Legal Matters............................................... 15
Experts..................................................... 15
</TABLE>

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

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

2
<PAGE> 17

INFORMATION ABOUT THE GILLETTE COMPANY

As of March 1, 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> 18

WHERE YOU CAN FIND MORE INFORMATION

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

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

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

4
<PAGE> 19

USE OF PROCEEDS

SELLING STOCKHOLDER

The selling stockholder acquired the shares of our common stock in a
merger in which we acquired Duracell.

Henry R. Kravis, who is one of our directors, is a general partner of
KKR Associates, the selling stockholder.

The following table sets forth certain information regarding beneficial
ownership of our common stock by the selling stockholder at December 31, 1998.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING SHARES BEING OFFERED(1) AFTER OFFERING
----------------------- ----------------------- -----------------------
NAME SHARES PERCENTAGE SHARES PERCENTAGE SHARES PERCENTAGE
---- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
KKR Associates(2)......... 51,308,798 4.642% 25,654,399 2.321% 25,654,399 2.321%
</TABLE>

- ---------------
(1) Assumes no exercise of the underwriters' over-allotment option. If the
over-allotment option were exercised in full, 29,502,559 shares of common
stock would be offered.

5
<PAGE> 20

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

The following is a general discussion of certain 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 such 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 certain United States expatriates, nor does it deal with
United States state and local or foreign tax consequences. In addition, 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 are otherwise subject to 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 are
subject to change, possibly with 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 such
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 the dividends or at a lower rate as may be specified by
an applicable income tax treaty, unless 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, and are not generally subject to withholding, provided that the holder
complies with certain certification and disclosure requirements. Any such
effectively connected dividends received by a foreign corporation may also,
under certain circumstances, be subject to an additional "branch profits tax" at
a 30% rate or at a lower rate as may be specified 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 certain 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 certain 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
6
<PAGE> 21

generally effective for payments made after December 31, 1999, subject to
certain transition rules. 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 such 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 certain 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 will be subject to 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 certain 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 such holder, including the name
and address of the holder, and the tax withheld, if any, with respect to such
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, which generally is a withholding
imposed at the rate of 31% on certain payments to persons that fail to furnish
certain information under the United States information reporting requirements,
will generally not apply to dividends paid to a non-U.S. holder at an address
outside the United States unless such non-U.S. holder is engaged in a trade or
business in the United States or unless the payer has knowledge that the payee
is a United States person. However, under the new withholding regulations, which
are generally effective for dividends paid after December 31, 1999, dividend
payments may be subject to backup withholding unless applicable 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,
7
<PAGE> 22

however, such broker is, for United States federal income tax purposes, a United
States person, a controlled foreign corporation, a foreign person that derives
50% or more of its gross income for certain periods from the conduct of a trade
or business in the United States or, effective for payments after December 31,
1999, 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, such payments will not be subject to backup
withholding but will be subject to information reporting, unless (1) such broker
has documentary evidence in its records that the beneficial owner of the stock
sold is a non-U.S. holder and certain 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.

Effective for payments after December 31, 1999 (and subject to certain
transition rules), the new withholding regulations unify certain 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.

8
<PAGE> 23

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 December 31, 1998, 1,105,406,751 shares of our common stock were
issued and outstanding and held of record by 61,500 holders.

PREFERRED STOCK

Series C ESOP Convertible Preferred Stock

Preferred Stock Purchase Rights

Pursuant to a Renewed Rights Agreement dated as of December 14, 1995,
effective as of December 9, 1996, that we entered into with the First National
Bank of Boston, as Rights Agent, a right

9
<PAGE> 24

is attached to each outstanding share of common stock, and each share of ESOP
convertible preferred stock is entitled to 80 rights.

Series A Junior Participating Preferred Stock

10
<PAGE> 25

(a) $200 per share, or (b) subject to anti-dilution adjustments, currently
10,000 times the aggregate per share amount to be distributed to holders of our
common stock.

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

Some provisions of our Certificate of Incorporation and bylaws and
Delaware law described in "Description of Capital Stock" may have anti-takeover
effects.

11
<PAGE> 26

UNDERWRITING

GENERAL

The selling stockholder intends to offer 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 is acting as lead manager of each of the international managers
named below. Subject to the terms and conditions set forth in an international
purchase agreement among us, the selling stockholder and the international
managers, and concurrently with the sale of 23,088,959 shares of common stock to
the U.S. underwriters, the selling stockholder has agreed to sell to the
international managers, and each of the international managers severally and not
jointly has agreed to purchase from the selling stockholder, the number of
shares of common stock set forth opposite its name below.

<TABLE>
<CAPTION>
NUMBER OF
INTERNATIONAL MANAGER SHARES
--------------------- -------------
<S> <C>
Merrill Lynch International.................................

---------
Total.......................................... 2,565,440
=========
</TABLE>

The selling stockholder has also entered into a U.S. purchase agreement
with certain underwriters in the United States and Canada for whom Merrill
Lynch, Pierce, Fenner & Smith Incorporated is acting as U.S. representative.
Subject to the terms and conditions set forth in the U.S. purchase agreement,
and concurrently with the sale of 2,565,440 shares of common stock to the
international managers pursuant to the international purchase agreement, the
selling stockholder has agreed to sell to the U.S. underwriters, and the U.S.
underwriters severally have agreed to purchase from the selling stockholder, an
aggregate of 23,088,959 shares of common stock. 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 and the U.S. purchase agreement,
the international managers and the U.S. underwriters, respectively, severally
have agreed, subject to the terms and conditions set forth in those agreements,
to purchase all of the shares of common stock being sold under the terms of each
such agreement if any of the shares of common stock being sold under the terms
of that agreement are purchased. In the event of a default by an underwriter or
manager, the U.S. purchase agreement and the international purchase agreement
provide that, in certain circumstances, the purchase commitments of the
nondefaulting underwriters or managers may be increased or the purchase
agreements may be terminated. The closings with respect to the sale of shares of
common stock to be purchased by the international managers and the U.S.
underwriters are conditioned upon one another.

We and the selling stockholder have agreed to indemnify the
international managers and the U.S. underwriters against certain 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 in respect of those liabilities.

COMMISSIONS AND DISCOUNTS

The lead manager has advised us and the selling stockholder that the
international managers propose initially to offer the shares of common stock to
the public at the public offering price set forth on the cover page of this
prospectus, and to certain dealers at such price less a concession not in excess
of

12
<PAGE> 27

$ per share of common stock. The international managers may allow, and such
dealers may reallow, a discount not in excess of $ per share of common stock
to certain 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 selling stockholder to the international
managers and the U.S. underwriters and the proceeds before expenses to the
selling stockholder. 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.

The expenses of the offering, exclusive of the underwriting discount,
are estimated at $ and are payable by us.

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 terms of 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 terms of 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 common
stock will not offer to sell or sell shares of 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 under the terms of the
intersyndicate agreement.

OVER-ALLOTMENT OPTION

The selling stockholder has 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 an aggregate of 384,816 additional shares of our
common stock at the public offering price set forth 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 hereby. To the extent that the international
managers exercise this option, each international manager will be obligated,
subject to certain conditions, to purchase a number of additional shares of our
common stock proportionate to the international manager's initial amount
reflected in the foregoing table.

The selling stockholder also has 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 an aggregate of 3,463,344 additional shares of
common stock to cover over-allotments, if any, on terms similar to those granted
to the international managers.

NO SALES OF SIMILAR SECURITIES

13
<PAGE> 28

Exceptions to the foregoing restrictions with respect to us are

- 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
thereto, 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 set forth on the cover
page of this prospectus.

OTHER RELATIONSHIPS

Certain of the underwriters and their affiliates engage in transactions
with, and perform services for, our company, our affiliates, the selling
stockholder and its affiliates in the ordinary course of business and have
engaged, and may in the future engage, in commercial banking and investment
banking transactions with our company, our affiliates, the selling stockholder
and its affiliates for which they have received or will receive customary
compensation.

14
<PAGE> 29

LEGAL MATTERS

EXPERTS

15
<PAGE> 30

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

25,654,399 SHARES

[INSERT LOGO]

COMMON STOCK

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

MERRILL LYNCH INTERNATIONAL

, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 31

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF DISTRIBUTION

<TABLE>
<S> <C>
SEC registration fee........................................ $499,022
Blue Sky fees and expenses.................................. *
Legal fees and expenses..................................... *
Printing expenses**......................................... 50,000
Accounting fees and expenses**.............................. 100,000
Miscellaneous**............................................. 100,000
--------
Total Expenses......................................... $
========
</TABLE>

- ---------------
* To be filed by amendment
** 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 attorney's
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 attorney's 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

II-1
<PAGE> 32

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.

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 Peat Marwick 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>

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

* To be filed by amendment.

II-2
<PAGE> 33

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> 34

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 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 April, 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
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 April 1, 1999
- ------------------------------------- Executive Officer and Director
Alfred M. Zeien

* President, Chief Operating Officer April 1, 1999
- ------------------------------------- and Director
Michael C. Hawley

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

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

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

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

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

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

* Director April 1, 1999
- -------------------------------------
Henry R. Kravis

* Director April 1, 1999
- -------------------------------------
Jorge Paulo Lemann
</TABLE>

II-4
<PAGE> 35

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director April 1, 1999
- -------------------------------------
Richard R. Pivirotto

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

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

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

II-5
<PAGE> 36

EXHIBIT INDEX

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

* To be filed by amendment.

<PAGE> 1

EXHIBIT 5.1

[The Gillette Company Letterhead]

April 1, 1999

The Gillette Company
Prudential Tower Building
Boston, Massachusetts 02199

Ladies and Gentlemen:

This opinion is furnished to you in connection with a registration
statement on Form S-3 (the "Registration Statement") of The Gillette Company
(the "Company") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, covering the offer and sale by certain
holders of 25,654,399 shares (and up to an additional 3,848,160 shares pursuant
to an overallotment option granted to the Underwriters) of common stock of the
Company (the "Common Stock") (including the preferred stock purchase rights
attached thereto).

I am Acting General Counsel of the Company. In that capacity, I have
acted as counsel for the Company in connection with the preparation and filing
of the Registration Statement. For purposes of this opinion, I have examined or
caused to be examined by counsel retained by or on staff of the Company, among
other things, originals or copies, certified or otherwise, identified to my
satisfaction, of such documents as I have deemed necessary or appropriate as a
basis for the opinions set forth herein.

I am a member of the bar of The Commonwealth of Massachusetts. This
opinion is limited to the federal laws of the United States, the laws of The
Commonwealth of Massachusetts and the corporate laws of the State of Delaware.

Based upon the foregoing, I am of the opinion that the shares of Common
Stock have been duly authorized and validly issued and are fully paid and
nonassessable.

I consent to the filing of this opinion with and as a part of said
Registration Statement, including but not limited to as an exhibit thereto, and
the use of my name therein and in the related prospectus under the caption
"Legal Matters."

This opinion is to be used only in connection with the offer and sale of
the Common Stock while the Registration Statement is in effect.

Very truly yours,

/s/ JAMES P. CONNOLLY, ESQ.
--------------------------------------
James P. Connolly, Esq.

<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 Peat Marwick LLP

Boston, Massachusetts
April 1, 1999

<PAGE> 1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James P. Connolly and Charles W.
Cramb, and each of them singly, as his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign a
registration statement (the "Registration Statement") for the purpose of
registering under the Securities Act of 1933, as amended, shares of Common
Stock, $1.00 par value, of The Gillette Company, a Delaware corporation (the
"Company"), to be sold by the holders thereof pursuant to the Registration
Rights Agreement dated as of September 12, 1996 among the Company, DI
Associates, L.P. and KKR Partners II, L.P. and any and all pre-effective and
post-effective amendments or supplements to the Registration Statement, and any
subsequent Registration Statements for the same offering which may be filed
under Rule 462(b), and to file the same, with all exhibits thereto, and any and
all other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, including to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, as fully as to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, shall do or cause to be done by virtue hereof.

This instrument has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
<C> <S> <C>
/s/ ALFRED M. ZEIEN Chairman of the Board, March 31, 1999
- ------------------------------------- Chief Executive Officer and Director
Alfred M. Zeien

/s/ MICHAEL C. HAWLEY President, Chief Operating Officer March 31, 1999
- ------------------------------------- and Director
Michael C. Hawley

/s/ CHARLES W. CRAMB Senior Vice President -- Finance March 31, 1999
- ------------------------------------- (Chief Financial Officer and
Charles W. Cramb Principal Accounting Officer)

/s/ WARREN E. BUFFETT Director March 31, 1999
- -------------------------------------
Warren E. Buffett

/s/ WILBUR H. GANTZ Director March 31, 1999
- -------------------------------------
Wilbur H. Gantz

/s/ MICHAEL B. GIFFORD Director March 31, 1999
- -------------------------------------
Michael B. Gifford

/s/ CAROL R. GOLDBERG Director March 31, 1999
- -------------------------------------
Carol R. Goldberg

/s/ HERBERT H. JACOBI Director March 31, 1999
- -------------------------------------
Herbert H. Jacobi
</TABLE>
<PAGE> 2

<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
<C> <S> <C>
/s/ HENRY R. KRAVIS Director March 31, 1999
- -------------------------------------
Henry R. Kravis

/s/ JORGE PAULO LEMANN Director March 31, 1999
- -------------------------------------
Jorge Paulo Lemann

/s/ RICHARD R. PIVIROTTO Director March 31, 1999
- -------------------------------------
Richard R. Pivirotto

/s/ ALEXANDER B. TROWBRIDGE Director March 31, 1999
- -------------------------------------
Alexander B. Trowbridge

/s/ MARJORIE M.T. YANG Director March 31, 1999
- -------------------------------------
Marjorie M.T. Yang
</TABLE>