content: <PAGE>
  
        As filed with the Securities and Exchange Commission on May 27, 2004
                                                      Registration No. 333-_______
  
  ================================================================================
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                             --------------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
  
                                        UNDER
  
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                                THE GILLETTE COMPANY
               (Exact name of registrant as specified in its charter)
  
                  DELAWARE                                04-1366970
        (State or other jurisdiction                   (I.R.S. Employer
      of incorporation or organization)               Identification No.)
  
                              PRUDENTIAL TOWER BUILDING
                                  BOSTON, MA 02199
  
            (Address of principal executive offices, including zip code)
  
                       ---------------------------------------
  
                 THE GILLETTE COMPANY 2004 LONG-TERM INCENTIVE PLAN
  
                              (Full title of the plan)
  
                              -------------------------
  
                                WILLIAM J. MOSTYN III
                          SECRETARY - THE GILLETTE COMPANY
                              PRUDENTIAL TOWER BUILDING
                                  BOSTON, MA 02199
                                   (617) 421-7882
  
   (Name, address and telephone number, including area code, of agent for service)
  
                              -------------------------
  
                    Please send copies of all communications to:
                                 Mary E. Weber, Esq.
                                  Ropes & Gray LLP
                               One International Place
                                  Boston, MA 02110
                                    617-951-7000
                              617-951-7050 (facsimile)
  
  <PAGE>
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
    Title of Each Class of           Amount to be           Proposed Maximum              Proposed Maximum              Amount of
  Securities to be Registered (1)   Registered (1)     Offering Price Per Share(2)   Aggregate Offering Price(2)    Registration Fee
  ------------------------------    --------------     ---------------------------   ---------------------------    ----------------
  <S>                               <C>                <C>                           <C>                            <C>
      Common Stock, $1.00             19,000,000               $41.47                      $787,930,000.00              $99,831.00
      par value per share              shares
  </TABLE>
  
  (1)   Includes Preferred Stock Purchase Rights. Prior to the occurrence of
        certain events, the Preferred Stock Purchase Rights will not be evidenced
        separately from the Common Stock. Pursuant to Rule 416(a) under the
        Securities Act of 1933, this registration statement also covers such
        additional shares of Common Stock as may issued to prevent dilution from
        stock splits, stock dividends and similar transactions.
  
  (2)   Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of 1933,
        the proposed maximum offering price per share and the maximum aggregate
        offering price for the shares have been calculated solely for the purpose
        of computing the registration fee on the basis of the average high and low
        prices of the Common Stock as reported by the New York Stock Exchange on
        May 20, 2004 to be $41.78 and $41.15, respectively.
  
  ================================================================================
  
  <PAGE>
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
          The Gillette Company (the "Registrant") hereby incorporates by reference
  in this Registration Statement the following documents it has filed with the
  Securities and Exchange Commission (the "Commission"):
  
          (a)     Annual Report on Form 10-K for the fiscal year ended December
                  31, 2003, filed pursuant to the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act") on March 1, 2004.
  
          (b)     All other reports filed with the Commission pursuant to Section
                  13(a) or 15(d) of the Exchange Act subsequent to December 31,
                  2003.
  
          (c)     The description of the Common Stock, $1.00 par value per share,
                  contained in Item 1 of the Registrant's Registration Statement
                  on Form 8-A, filed with the Commission pursuant to Section 12 of
                  the Exchange Act on January 11, 2001, as most recently revised
                  by the Registrant's Form 8-A/A, filed with the Commission
                  pursuant to Section 12 of the Exchange Act on March 25, 2003.
  
          All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment to this Registration Statement that indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated herein by reference from
  the date of filing of such documents.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
          Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
          The legality of the issuance of the Common Stock being registered has
  been passed upon for the Registrant by William J. Mostyn III, Esq., Secretary
  and an officer of the Registrant. As of May 1, 2004, Mr. Mostyn beneficially
  owned 12,176 shares of the Registrant's common stock and held options to
  purchase 78,501 shares.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
          The Registrant is incorporated under the laws of the State of Delaware.
  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, administrative 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,
  
  <PAGE>
  
  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 or employees 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 to the extent such exemption from liability or limitation thereof is not
  permitted under the DGCL as the same exists or may hereafter be amended.
  
          The Registrant has obtained insurance policies that insure its directors
  and officers against certain liabilities.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
          Not applicable.
  
  ITEM 8. EXHIBITS.
  
          Exhibit
  
          4.1     Composite Certificate of Incorporation of The Gillette Company,
          as amended, filed as Exhibit 1.1 to The Gillette Company Registration
          Statement on Form 8-A on January 11, 2001, Commission File No. 1-922,
          incorporated by reference herein.
  
          4.2     The Bylaws of The Gillette Company, as amended March 25, 2004,
          filed as Exhibit 3(ii) to The Gillette Company Quarterly Report on Form
          10-Q for the period ended March 31, 2004, Commission File No. 1-922,
          incorporated by reference herein.
  
  <PAGE>
  
          4.3     Specimen of form of certificate representing ownership of The
          Gillette Company Common Stock, $1.00 par value, effective January 21,
          2003, filed as Exhibit 4(a) to The Gillette Company Annual Report on
          Form 10-K for the year ended December 31, 2002, Commission File No.
          1-922, incorporated by reference herein.
  
          4.4     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. 1-922,
          incorporated by reference herein.
  
          4.5     Amendment to Certificate of Designation, Preferences, and Rights
          of Series A Junior Participating Preferred Stock of The Gillette
          Company, 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,
          Commission File No. 1-922, incorporated by reference herein.
  
          4.6     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.
  
          4.7     Amendment No. 1 to the Renewed Rights Agreement, dated as of
          March 25, 2003, between The Gillette Company and The Bank of New York,
          as successor to The First National Bank of Boston, filed as Exhibit 1.9
          to The Gillette Company's Registration Statement on Form 8-A/A, dated
          March 25, 2003, Commission File No. 1-922, incorporated by reference
          herein.
  
          4.8     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.
  
          4.9     Registration Statement on Form 8-A/A, dated March 25, 2003,
          revising the description of The Gillette Company's registered securities
          and corresponding rights, Commission File No. 1-922, incorporated by
          reference herein.
  
          The Registrant has issued long-term debt and will furnish copies of the
          instruments defining the rights of holders of such debt to the
          Commission upon request.
  
          5.1     Opinion of William J. Mostyn III, Esq., Secretary of The
          Gillette Company, filed herewith.
  
          23.1    Consent of KPMG LLP, filed herewith.
  
          24.1    Powers of Attorney, filed herewith (see signature page in Part
                  II).
  
  ITEM 9. UNDERTAKINGS.
  
          The undersigned Registrant hereby undertakes:
  
                  (1)     To file, during any period in which offers or sales are
                          being made, a post-effective amendment to this
                          Registration Statement to include any material
                          information with
  
  <PAGE>
  
                          respect to the plan of distribution not previously
                          disclosed in the Registration Statement or any material
                          change to such information in the Registration
                          Statement;
  
                  (2)     That, for the purpose of determining any liability under
                          the Securities Act, each such post-effective amendment
                          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.
  
                  (3)     To remove from registration by means of a post-effective
                          amendment any of the securities being registered which
                          remain unsold at the termination of the offering.
  
          The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act, each filing of the
          Registrant's annual report pursuant to Section 13(a) or 15(d) of the
          Exchange Act (and, where applicable, each filing of an employee benefit
          plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.
  
          Insofar as indemnification for liabilities arising under the Securities
          Act may be permitted to directors, officers and controlling persons of
          the Registrant pursuant to the foregoing provisions, or otherwise, the
          Registrant has been advised that in the opinion of the Commission such
          indemnification is against public policy as expressed in the Securities
          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 Securities Act and will be governed by
          the final adjudication of such issue.
  
  <PAGE>
  
                                     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-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Boston, The Commonwealth of Massachusetts, on this
  24th day of May, 2004.
  
                            THE GILLETTE COMPANY
  
                            By: /s/ Charles W. Cramb, Jr.
                                ------------------------------------------------
                                Name:  Charles W. Cramb, Jr.
                                Title: Senior Vice President and Chief Financial
                                Officer
  
                                  POWER OF ATTORNEY
  
          We, the undersigned, hereby constitute Charles W. Cramb, Jr. our true
  and lawful attorney with full power to sign for us in our name and in the
  capacity indicated below, this Registration Statement and any and all amendments
  and supplements thereto, including post-effective amendments, pursuant to the
  Securities Act of 1933, hereby ratifying and confirming our signatures as they
  may be signed by our attorney, to said Registration Statement and to any and all
  amendments and supplements thereto, including post-effective amendments.
  
       WITNESS Our Hand and Seal on the Date set forth below.
  
  <TABLE>
  <CAPTION>
              Signature                                        Title                              Date
  ------------------------------------     -------------------------------------------------   ------------
  
  <S>                                      <C>                                                 <C>
  
  /s/ James M. Kilts                       Chairman of the Board of Directors, President,      May 20, 2004
  ------------------------------------     Chief Executive Officer, and Director
  JAMES M. KILTS
  
  
  /s/ Edward F. Degraan                    Vice Chairman of the Board of Directors and         May 20, 2004
  ------------------------------------     Director
  EDWARD F. DEGRAAN
  
  
  /s/ Charles W. Cramb, Jr.                Senior Vice President and Chief Financial Officer   May 20, 2004
  ------------------------------------
  CHARLES W. CRAMB, JR.
  
  
  /s/ Joseph J. Schena                     Vice President, Controller and Principal            May 20, 2004
  ------------------------------------     Accounting Officer
  JOSEPH J. SCHENA
  
  
  /s/ Roger K. Deromedi                    Director                                            May 20, 2004
  ------------------------------------
  ROGER K. DEROMEDI
  
  
  /s/ Wilbur H. Gantz                      Director                                            May 20, 2004
  ------------------------------------
  WILBUR H. GANTZ
  
  
  /s/ Michael B. Gifford                   Director                                            May 20, 2004
  ------------------------------------
  MICHAEL B. GIFFORD
  </TABLE>
  
  <PAGE>
  
  <TABLE>
  <S>                                      <C>                                                 <C>
  
  /s/ Ray J. Groves
  ------------------------------------     Director                                            May 20, 2004
  RAY J. GROVES
  
  
  /s/ Dennis F. Hightower
  ------------------------------------     Director                                            May 20, 2004
  DENNIS F. HIGHTOWER
  
  
  /s/ Herbert H. Jacobi
  ------------------------------------     Director                                            May 20, 2004
  HERBERT H. JACOBI
  
  
  /s/ Nancy J. Karch
  ------------------------------------     Director                                            May 20, 2004
  NANCY J. KARCH
  
  
  /s/ Fred H. Langhammer
  ------------------------------------     Director                                            May 20, 2004
  FRED H. LANGHAMMER
  
  
  /s/ Jorge Paulo Lemann
  ------------------------------------     Director                                            May 20, 2004
  JORGE PAULO LEMANN
  
  
  /s/ Marjorie M. Yang
  ------------------------------------     Director                                            May 20, 2004
  MARJORIE M. YANG
  </TABLE>
  
  
  
  
  <PAGE>
  
                                    EXHIBIT INDEX
  
  Exhibit
  
  4.1     Composite Certificate of Incorporation of The Gillette Company, as
  amended, filed as Exhibit 1.1 to The Gillette Company Registration Statement on
  Form 8-A on January 11, 2001, Commission File No. 1-922, incorporated by
  reference herein.
  
  4.2     The Bylaws of The Gillette Company, as amended March 25, 2004, filed as
  Exhibit 3(ii) to The Gillette Company Quarterly Report on Form 10-Q for the
  period ended March 31, 2004, Commission File No. 1-922, incorporated by
  reference herein.
  
  4.3     Specimen of form of certificate representing ownership of The Gillette
  Company Common Stock, $1.00 par value, effective January 21, 2003, filed as
  Exhibit 4(a) to The Gillette Company Annual Report on Form 10-K for the year
  ended December 31, 2002, Commission File No. 1-922, incorporated by reference
  herein.
  
  4.4     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. 1-922, incorporated by reference herein.
  
  4.5     Amendment to Certificate of Designation, Preferences, and Rights of
  Series A Junior Participating Preferred Stock of The Gillette Company, 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, Commission File No. 1-922,
  incorporated by reference herein.
  
  4.6     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.
  
  4.7     Amendment No. 1 to the Renewed Rights Agreement, dated as of March 25,
  2003, between The Gillette Company and The Bank of New York, as successor to The
  First National Bank of Boston, filed as Exhibit 1.9 to The Gillette Company's
  Registration Statement on Form 8-A/A, dated March 25, 2003, Commission File No.
  1-922, incorporated by reference herein.
  
  4.8     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.
  
  4.9     Registration Statement on Form 8-A/A, dated March 25, 2003, revising the
  description of The Gillette Company's registered securities and corresponding
  rights, Commission File No. 1-922, incorporated by reference herein.
  
  The Registrant has issued long-term debt and will furnish copies of the
  instruments defining the rights of holders of such debt to the Commission upon
  request.
  
  5.1     Opinion of William J. Mostyn III, Esq., Secretary of The Gillette
  Company, filed herewith.
  
  23.1    Consent of KPMG LLP, filed herewith.
  
  24.1    Powers of Attorney, filed herewith (see signature page in Part II).
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text: As filed with the Securities and Exchange Commission on May 27, 2004
                                                      Registration No. 333-_______
  
  ================================================================================
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                             --------------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
  
                                        UNDER
  
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                                THE GILLETTE COMPANY
               (Exact name of registrant as specified in its charter)
  
                  DELAWARE                                04-1366970
        (State or other jurisdiction                   (I.R.S. Employer
      of incorporation or organization)               Identification No.)
  
                              PRUDENTIAL TOWER BUILDING
                                  BOSTON, MA 02199
  
            (Address of principal executive offices, including zip code)
  
                       ---------------------------------------
  
                 THE GILLETTE COMPANY 2004 LONG-TERM INCENTIVE PLAN
  
                              (Full title of the plan)
  
                              -------------------------
  
                                WILLIAM J. MOSTYN III
                          SECRETARY - THE GILLETTE COMPANY
                              PRUDENTIAL TOWER BUILDING
                                  BOSTON, MA 02199
                                   (617) 421-7882
  
   (Name, address and telephone number, including area code, of agent for service)
  
                              -------------------------
  
                    Please send copies of all communications to:
                                 Mary E. Weber, Esq.
                                  Ropes & Gray LLP
                               One International Place
                                  Boston, MA 02110
                                    617-951-7000
                              617-951-7050 (facsimile)
  CALCULATION OF REGISTRATION FEE
  Title of Each Class of           Amount to be           Proposed Maximum              Proposed Maximum              Amount of
  Securities to be Registered (1)   Registered (1)     Offering Price Per Share(2)   Aggregate Offering Price(2)    Registration Fee
  ------------------------------    --------------     ---------------------------   ---------------------------    ----------------
  Common Stock, $1.00             19,000,000               $41.47                      $787,930,000.00              $99,831.00
      par value per share              shares
  (1)   Includes Preferred Stock Purchase Rights. Prior to the occurrence of
        certain events, the Preferred Stock Purchase Rights will not be evidenced
        separately from the Common Stock. Pursuant to Rule 416(a) under the
        Securities Act of 1933, this registration statement also covers such
        additional shares of Common Stock as may issued to prevent dilution from
        stock splits, stock dividends and similar transactions.
  
  (2)   Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of 1933,
        the proposed maximum offering price per share and the maximum aggregate
        offering price for the shares have been calculated solely for the purpose
        of computing the registration fee on the basis of the average high and low
        prices of the Common Stock as reported by the New York Stock Exchange on
        May 20, 2004 to be $41.78 and $41.15, respectively.
  
  ================================================================================
  PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
          The Gillette Company (the "Registrant") hereby incorporates by reference
  in this Registration Statement the following documents it has filed with the
  Securities and Exchange Commission (the "Commission"):
  
          (a)     Annual Report on Form 10-K for the fiscal year ended December
                  31, 2003, filed pursuant to the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act") on March 1, 2004.
  
          (b)     All other reports filed with the Commission pursuant to Section
                  13(a) or 15(d) of the Exchange Act subsequent to December 31,
                  2003.
  
          (c)     The description of the Common Stock, $1.00 par value per share,
                  contained in Item 1 of the Registrant's Registration Statement
                  on Form 8-A, filed with the Commission pursuant to Section 12 of
                  the Exchange Act on January 11, 2001, as most recently revised
                  by the Registrant's Form 8-A/A, filed with the Commission
                  pursuant to Section 12 of the Exchange Act on March 25, 2003.
  
          All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment to this Registration Statement that indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated herein by reference from
  the date of filing of such documents.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
          Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
          The legality of the issuance of the Common Stock being registered has
  been passed upon for the Registrant by William J. Mostyn III, Esq., Secretary
  and an officer of the Registrant. As of May 1, 2004, Mr. Mostyn beneficially
  owned 12,176 shares of the Registrant's common stock and held options to
  purchase 78,501 shares.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
          The Registrant is incorporated under the laws of the State of Delaware.
  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, administrative 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 or employees 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 to the extent such exemption from liability or limitation thereof is not
  permitted under the DGCL as the same exists or may hereafter be amended.
  
          The Registrant has obtained insurance policies that insure its directors
  and officers against certain liabilities.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
          Not applicable.
  
  ITEM 8. EXHIBITS.
  
          Exhibit
  
          4.1     Composite Certificate of Incorporation of The Gillette Company,
          as amended, filed as Exhibit 1.1 to The Gillette Company Registration
          Statement on Form 8-A on January 11, 2001, Commission File No. 1-922,
          incorporated by reference herein.
  
          4.2     The Bylaws of The Gillette Company, as amended March 25, 2004,
          filed as Exhibit 3(ii) to The Gillette Company Quarterly Report on Form
          10-Q for the period ended March 31, 2004, Commission File No. 1-922,
          incorporated by reference herein.
  4.3     Specimen of form of certificate representing ownership of The
          Gillette Company Common Stock, $1.00 par value, effective January 21,
          2003, filed as Exhibit 4(a) to The Gillette Company Annual Report on
          Form 10-K for the year ended December 31, 2002, Commission File No.
          1-922, incorporated by reference herein.
  
          4.4     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. 1-922,
          incorporated by reference herein.
  
          4.5     Amendment to Certificate of Designation, Preferences, and Rights
          of Series A Junior Participating Preferred Stock of The Gillette
          Company, 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,
          Commission File No. 1-922, incorporated by reference herein.
  
          4.6     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.
  
          4.7     Amendment No. 1 to the Renewed Rights Agreement, dated as of
          March 25, 2003, between The Gillette Company and The Bank of New York,
          as successor to The First National Bank of Boston, filed as Exhibit 1.9
          to The Gillette Company's Registration Statement on Form 8-A/A, dated
          March 25, 2003, Commission File No. 1-922, incorporated by reference
          herein.
  
          4.8     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.
  
          4.9     Registration Statement on Form 8-A/A, dated March 25, 2003,
          revising the description of The Gillette Company's registered securities
          and corresponding rights, Commission File No. 1-922, incorporated by
          reference herein.
  
          The Registrant has issued long-term debt and will furnish copies of the
          instruments defining the rights of holders of such debt to the
          Commission upon request.
  
          5.1     Opinion of William J. Mostyn III, Esq., Secretary of The
          Gillette Company, filed herewith.
  
          23.1    Consent of KPMG LLP, filed herewith.
  
          24.1    Powers of Attorney, filed herewith (see signature page in Part
                  II).
  
  ITEM 9. UNDERTAKINGS.
  
          The undersigned Registrant hereby undertakes:
  
                  (1)     To file, during any period in which offers or sales are
                          being made, a post-effective amendment to this
                          Registration Statement to include any material
                          information with
  respect to the plan of distribution not previously
                          disclosed in the Registration Statement or any material
                          change to such information in the Registration
                          Statement;
  
                  (2)     That, for the purpose of determining any liability under
                          the Securities Act, each such post-effective amendment
                          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.
  
                  (3)     To remove from registration by means of a post-effective
                          amendment any of the securities being registered which
                          remain unsold at the termination of the offering.
  
          The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act, each filing of the
          Registrant's annual report pursuant to Section 13(a) or 15(d) of the
          Exchange Act (and, where applicable, each filing of an employee benefit
          plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.
  
          Insofar as indemnification for liabilities arising under the Securities
          Act may be permitted to directors, officers and controlling persons of
          the Registrant pursuant to the foregoing provisions, or otherwise, the
          Registrant has been advised that in the opinion of the Commission such
          indemnification is against public policy as expressed in the Securities
          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 Securities Act and will be governed by
          the final adjudication of such issue.
  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-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Boston, The Commonwealth of Massachusetts, on this
  24th day of May, 2004.
  
                            THE GILLETTE COMPANY
  
                            By: /s/ Charles W. Cramb, Jr.
                                ------------------------------------------------
                                Name:  Charles W. Cramb, Jr.
                                Title: Senior Vice President and Chief Financial
                                Officer
  
                                  POWER OF ATTORNEY
  
          We, the undersigned, hereby constitute Charles W. Cramb, Jr. our true
  and lawful attorney with full power to sign for us in our name and in the
  capacity indicated below, this Registration Statement and any and all amendments
  and supplements thereto, including post-effective amendments, pursuant to the
  Securities Act of 1933, hereby ratifying and confirming our signatures as they
  may be signed by our attorney, to said Registration Statement and to any and all
  amendments and supplements thereto, including post-effective amendments.
  
       WITNESS Our Hand and Seal on the Date set forth below.
  Signature                                        Title                              Date
  ------------------------------------     -------------------------------------------------   ------------
  /s/ James M. Kilts                       Chairman of the Board of Directors, President,      May 20, 2004
  ------------------------------------     Chief Executive Officer, and Director
  JAMES M. KILTS
  
  /s/ Edward F. Degraan                    Vice Chairman of the Board of Directors and         May 20, 2004
  ------------------------------------     Director
  EDWARD F. DEGRAAN
  
  /s/ Charles W. Cramb, Jr.                Senior Vice President and Chief Financial Officer   May 20, 2004
  ------------------------------------
  CHARLES W. CRAMB, JR.
  
  /s/ Joseph J. Schena                     Vice President, Controller and Principal            May 20, 2004
  ------------------------------------     Accounting Officer
  JOSEPH J. SCHENA
  
  /s/ Roger K. Deromedi                    Director                                            May 20, 2004
  ------------------------------------
  ROGER K. DEROMEDI
  
  /s/ Wilbur H. Gantz                      Director                                            May 20, 2004
  ------------------------------------
  WILBUR H. GANTZ
  
  /s/ Michael B. Gifford                   Director                                            May 20, 2004
  ------------------------------------
  MICHAEL B. GIFFORD
  /s/ Ray J. Groves
  ------------------------------------     Director                                            May 20, 2004
  RAY J. GROVES
  
  /s/ Dennis F. Hightower
  ------------------------------------     Director                                            May 20, 2004
  DENNIS F. HIGHTOWER
  
  /s/ Herbert H. Jacobi
  ------------------------------------     Director                                            May 20, 2004
  HERBERT H. JACOBI
  
  /s/ Nancy J. Karch
  ------------------------------------     Director                                            May 20, 2004
  NANCY J. KARCH
  
  /s/ Fred H. Langhammer
  ------------------------------------     Director                                            May 20, 2004
  FRED H. LANGHAMMER
  
  /s/ Jorge Paulo Lemann
  ------------------------------------     Director                                            May 20, 2004
  JORGE PAULO LEMANN
  
  /s/ Marjorie M. Yang
  ------------------------------------     Director                                            May 20, 2004
  MARJORIE M. YANG
  EXHIBIT INDEX
  
  Exhibit
  
  4.1     Composite Certificate of Incorporation of The Gillette Company, as
  amended, filed as Exhibit 1.1 to The Gillette Company Registration Statement on
  Form 8-A on January 11, 2001, Commission File No. 1-922, incorporated by
  reference herein.
  
  4.2     The Bylaws of The Gillette Company, as amended March 25, 2004, filed as
  Exhibit 3(ii) to The Gillette Company Quarterly Report on Form 10-Q for the
  period ended March 31, 2004, Commission File No. 1-922, incorporated by
  reference herein.
  
  4.3     Specimen of form of certificate representing ownership of The Gillette
  Company Common Stock, $1.00 par value, effective January 21, 2003, filed as
  Exhibit 4(a) to The Gillette Company Annual Report on Form 10-K for the year
  ended December 31, 2002, Commission File No. 1-922, incorporated by reference
  herein.
  
  4.4     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. 1-922, incorporated by reference herein.
  
  4.5     Amendment to Certificate of Designation, Preferences, and Rights of
  Series A Junior Participating Preferred Stock of The Gillette Company, 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, Commission File No. 1-922,
  incorporated by reference herein.
  
  4.6     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.
  
  4.7     Amendment No. 1 to the Renewed Rights Agreement, dated as of March 25,
  2003, between The Gillette Company and The Bank of New York, as successor to The
  First National Bank of Boston, filed as Exhibit 1.9 to The Gillette Company's
  Registration Statement on Form 8-A/A, dated March 25, 2003, Commission File No.
  1-922, incorporated by reference herein.
  
  4.8     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.
  
  4.9     Registration Statement on Form 8-A/A, dated March 25, 2003, revising the
  description of The Gillette Company's registered securities and corresponding
  rights, Commission File No. 1-922, incorporated by reference herein.
  
  The Registrant has issued long-term debt and will furnish copies of the
  instruments defining the rights of holders of such debt to the Commission upon
  request.
  
  5.1     Opinion of William J. Mostyn III, Esq., Secretary of The Gillette
  Company, filed herewith.
  
  23.1    Consent of KPMG LLP, filed herewith.
  
  24.1    Powers of Attorney, filed herewith (see signature page in Part II).