content: <PAGE>   1
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                     FORM 10-K
  
                              ------------------------
  (MARK ONE)
  [X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                 THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                    FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
                                         OR
  [ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                    THE SECURITIES ACT OF 1934 (NO FEE REQUIRED)
                             COMMISSION FILE NO. I-922
  
                                THE GILLETTE COMPANY
                                --------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  <TABLE>
         <S>                                                <C>
             INCORPORATED IN DELAWARE                             04-1366970
             ------------------------                             ----------
         (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)
  
          PRUDENTIAL TOWER BUILDING, BOSTON, MASSACHUSETTS        02199
          ------------------------------------------------        -----
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)          (ZIP CODE)
  </TABLE>
   
     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE            617-421-7000
            SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
   
  <TABLE>
  <CAPTION>
                                                 NAME OF EACH EXCHANGE ON
           TITLE OF EACH CLASS                       WHICH REGISTERED
           -------------------                   ------------------------
  <S>                                            <C>
  COMMON STOCK, $1.00 PAR VALUE                   NEW YORK STOCK EXCHANGE
                                                   BOSTON STOCK EXCHANGE
                                                  MIDWEST STOCK EXCHANGE
                                                  PACIFIC STOCK EXCHANGE
  </TABLE>
   
       Indicate by check mark whether the registrant (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
  1934 during the preceding 12 months (or for such shorter period that the
  registrant was required to file such reports), and (2) has been subject to such
  filing requirements for the past 90 days. Yes X No
  
       Indicate by check mark if disclosure of delinquent filers pursuant to Item
  405 of Regulation S-K ((sec.)229.405 of this chapter) is not contained herein,
  and will not be contained to the best of registrant's knowledge, in definitive
  proxy or information statements incorporated by reference in Part III of this
  Form 10-K or any amendment to this Form 10-K [X].
   
       The aggregate market value of Gillette Common Stock held by non-affiliates
  as of March 1, 1996 was approximately $21,261,000,000.*
   
       The number of shares of Gillette Common Stock outstanding as of March 1,
  1996 was 444,793,019.
   
                        DOCUMENTS INCORPORATED BY REFERENCE
  <TABLE>
       Certain portions of the following documents have been incorporated by
  reference into the 10-K Parts indicated:
  <CAPTION>
                                   DOCUMENTS                                       10-K PARTS
                                   ---------                                       ----------
  <S>                                                                            <C>
  1. The Gillette Company 1995 Annual Report to Stockholders
     (the "1995 Annual Report")...............................................   Parts I and II
  2. The Gillette Company 1996 Proxy Statement (The "1996 Proxy Statement")...   Part III
  </TABLE>
  ================================================================================
  * This amount does not include the value of 160,405.0563 shares of Series C ESOP
    Convertible Preferred Stock issued for $602.875 per share. For purposes of
    this calculation only, Gillette Common Stock held by Executive Officers or
    directors of the Company has been treated as owned by affiliates.
  <PAGE>   2
   
                                       PART I
   
  ITEM 1.  DESCRIPTION OF BUSINESS
   
  GENERAL
   
       The Gillette Company was incorporated under the laws of the State of
  Delaware in 1917 as the successor of a Massachusetts corporation incorporated in
  1912 which corporation was the successor of a Maine corporation organized in
  1901 by King C. Gillette, inventor of the safety razor.
   
       A description of the Company and its businesses appears in the 1995 Annual
  Report on the inside front cover, at page 2, at pages 3 through 5 under the
  caption "Letter to Stockholders" and at page 45 under the caption "Principal
  Divisions and Subsidiaries," the texts of which are incorporated by reference.
  See also Item 7, "Management's Discussion".
   
  BUSINESS SEGMENTS
   
       The approximate percentages of consolidated net sales and segment profit
  from operations during the last five years for each of the Company's business
  segments appear in the 1995 Annual Report at page 41 under the caption,
  "Business Segments," and are incorporated by reference.
   
       "Financial Information by Business Segment," and "Segment and Area
  Commentary" containing information on net sales, profit from operations,
  identifiable assets, capital expenditures and depreciation for each of the last
  three years, appear in the 1995 Annual Report at page 40 and are incorporated by
  reference.
   
       The Company's businesses range across several industry segments, including
  blades and razors, toiletries and cosmetics, stationery products, electric
  shavers, small household appliances, hair care appliances, oral care appliances
  and oral care products. Descriptions of those businesses appear in the 1995
  Annual Report at pages 6 through 15, the text of which is incorporated by
  reference.
   
  DISTRIBUTION
   
       In the Company's major markets, traditional Gillette product lines are sold
  to wholesalers, chain stores and large retailers and are resold to consumers
  primarily through food, drug, discount, stationery, tobacco and department
  stores. Jafra skin care products are sold to independent consultants and are
  resold to consumers, primarily at classes in the home. Waterman and Parker
  products are sold to wholesalers and retailers and are resold to consumers
  through fine jewelry, fine stationery and department stores, pen specialists and
  other retail outlets. Braun products are sold to wholesalers and retailers and
  are resold to consumers mainly through department, discount, catalogue and
  specialty stores. In many small Gillette and Braun markets, products are
  distributed through local distributors and sales agents. Oral-B products are
  marketed directly to dental professionals for distribution to patients and also
  are sold to wholesalers, chain stores and large retailers for resale to
  consumers through food, drug and discount stores, and in smaller markets,
  through local distributors and sales agents.
   
  PATENTS
   
       Certain of the Company's patents and licenses in the blade and razor
  segment are of substantial value and importance when considered in the
  aggregate. Additionally, the Company holds significant patents in the toiletries
  and cosmetics, writing instruments, Braun and Oral-B business segments. No
  patent or license held by the Company is considered to be of material importance
  when judged from the standpoint of the Company's total business. Gillette has
  licensed many of its blade and razor patents to other manufacturers. In all of
  these categories, Gillette competitors also have significant patent positions.
  The patents and licenses held by the Company are of varying remaining durations.
   
  TRADEMARKS
   
       In general, the Company's principal trademarks have been registered in the
  United States and throughout the world where the Company's products are sold.
  Gillette products are marketed outside the United States under various
  trademarks, many of which are the same as those used in the United States. The
  trademark "Gillette" is of principal importance to the Company. In addition, a
  number of other trademarks owned by the
   
                                          1
  <PAGE>   3
   
  Company and its subsidiaries have significant importance within their business
  segments. The Company's rights in these trademarks endure for as long as they
  are used or registered.
   
  COMPETITION
   
       The blades and razors segment is marked by competition in product
  performance, innovation and price, as well as by competition in marketing,
  advertising and promotion to retail outlets and to consumers. The Company's
  major competitors worldwide are Warner-Lambert Company, with its Schick and, in
  North America and Europe, its Wilkinson Sword product lines, and Societe Bic
  S.A., a French company. Additional competition in the United States and in
  certain other markets is provided by the American Safety Razor Company, Inc.
  under its own brands and a number of private label brands, as well as other
  private label suppliers. The toiletries and cosmetic segment is highly
  competitive in terms of price, product innovation and market positioning, with
  frequent introduction of new brands and marketing concepts, especially for
  products sold through retail outlets, and with product life cycles typically
  shorter than in the other business segments of the Company. Competition in the
  stationery products segment, particularly in the writing instruments market, is
  marked by a high degree of competition from domestic and foreign suppliers and
  low entry barriers, and is focused on a wide variety of factors including
  product performance, design and price, with price an especially important factor
  in the commercial sector. Competition in the electric shaver, small household,
  hair care and oral care appliances segments is based primarily on product
  performance, innovation and price, with numerous competitors in the small
  household and hair care appliances segments. Competition in the oral care
  product segment is focused on product performance, price and dental profession
  endorsement. Many of the Company's competitors are larger and have greater
  resources than the Company.
   
  EMPLOYEES
   
       At year-end, Gillette employed approximately 33,500 persons, three-quarters
  of them outside the United States.
   
  RESEARCH AND DEVELOPMENT
   
       In 1995, research and development expenditures were $153.0 million,
  compared with $136.9 million in 1994 and $133.1 million in 1993.
   
  RAW MATERIALS
   
       The raw materials used by Gillette in the manufacture of products are
  purchased from a number of suppliers, and substantially all such materials are
  readily available.
   
  OPERATIONS BY GEOGRAPHIC AREA
  
  <TABLE>
       The following table indicates the geographic sources of consolidated net
  sales and profit from operations of the Company for the last three years:
  <CAPTION>
                                                   1995                  1994                  1993
                                             ----------------     ------------------     ----------------
                                              NET                  NET                    NET
                                             SALES     PROFIT     SALES      PROFIT      SALES     PROFIT
                                             -----     ------     ------     -------     -----     ------
  <S>                                         <C>       <C>        <C>        <C>         <C>       <C>
  United States............................   30%       28%        32%        30%         33%       29%
  Foreign..................................   70%       72%        68%        70%         67%       71%
  </TABLE>
   
       "Financial Information by Geographic Area" and "Segment and Area
  Commentary" containing information on net sales, profit from operations and
  identifiable assets for each of the last three years appear in the 1995 Annual
  Report under the same captions at page 40 and are incorporated by reference.
   
  ITEM 2.  DESCRIPTION OF PROPERTY
   
       The Company owns and leases manufacturing facilities and other important
  properties in the United States and abroad consisting of approximately
  15,274,000 square feet of floor space, of which 70%, or about 10,652,000 square
  feet, is devoted to the Company's principal manufacturing operations. Additional
  premises,
   
                                          2
  <PAGE>   4
   
  such as sales and administrative offices, research laboratories, and warehouse,
  distribution and other manufacturing facilities account for about 30% of
  Gillette's principal property holdings, or about 4,662,000 square feet.
  Gillette's executive offices are located in the Prudential Center, Boston,
  Massachusetts, where the Company holds a long-term lease covering approximately
  318,000 square feet.
  
  <TABLE>
       In the United States, Gillette's principal manufacturing facilities consist
  of the following:
  <CAPTION>
                                                                            APPROXIMATE
                                                                               AREA
       BUSINESS SEGMENT                      LOCATION                      (SQUARE FEET)
       ----------------                      --------                      -------------
       <S>                                   <C>                             <C>
       Blades and Razors                     Boston, Massachusetts           1,560,000
       Toiletries and Cosmetics              Andover, Massachusetts            593,000
                                             St. Paul, Minnesota               830,000
                                             Westlake Village,
                                             California                        150,000
       Stationery Products                   Santa Monica, California          320,000
                                             Janesville, Wisconsin             215,000
       Oral-B Products                       Iowa City, Iowa                   260,000
                                                                             ---------
                 Total                                                       3,928,000
                                                                             =========
  </TABLE>
   
       Approximately 92% of these U.S. manufacturing facilities and the land they
  occupy are owned by Gillette. The Santa Monica property is leased in its
  entirety and 165,000 square feet of the St. Paul facility is located on leased
  land.
   
       Foreign manufacturing subsidiaries of Gillette, other than Braun and
  Oral-B, operate plants with an aggregate of approximately 4,083,000 square feet
  of floor space, about 85% of which is on land owned by Gillette. Many of the
  international facilities are engaged in the manufacture of products for two or
  more of the Company's major business segments.
  
  <TABLE>
       Braun's executive offices are located in Kronberg, Germany, and the
  locations and approximate areas of its principal manufacturing facilities are as
  follows:
  <CAPTION>
                                                                    APPROXIMATE
                                                                        AREA
                                                                      (SQUARE
                         LOCATION                                      FEET)
                         --------                                  ------------
                 <S>                                                  <C>
                 Germany (3 facilities).............................  1,386,000
                 Spain..............................................    410,000
                 Ireland............................................    238,000
                 Mexico.............................................    282,000
                 France.............................................     28,000
                 China..............................................     67,000
                                                                      ---------
                           Total....................................  2,411,000
                                                                      =========
  </TABLE>
   
       Approximately 87% of these facilities and 98% of the land they occupy are
  owned by Braun.
   
       Oral-B owns its executive office building in Belmont, California. In
  addition to its Iowa City plant, it owns or leases approximately 162,500 square
  feet of manufacturing facilities in two countries outside the United States.
   
       Miscellaneous manufacturing operations in North Chicago, Illinois and other
  locations account for approximately 70,000 square feet.
   
       The above facilities are in good repair, adequately meet the Company's
  needs and operate at reasonable levels of production capacity.
   
                                          3
  <PAGE>   5
   
  ITEM 3.  LEGAL PROCEEDINGS
   
       The Company is subject, from time to time, to legal proceedings and claims
  arising out of its business, which cover a wide range of matters, including
  antitrust and trade regulation, product liability, contracts, environmental
  issues, patent and trademark matters and taxes. Management, after review and
  consultation with counsel, considers that any liability from all of these legal
  proceedings and claims would not materially affect the consolidated financial
  position, results of operations or liquidity of the Company.
   
  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   
       Not applicable.
                              ------------------------
   
                                          4
  <PAGE>   6
   
  EXECUTIVE OFFICERS OF REGISTRANT
   
  <TABLE>
       Information regarding the Executive Officers of the Company as of March 21,
  1996 is set out below.
  <CAPTION>
       NAME AND CURRENT POSITION                   FIVE-YEAR BUSINESS HISTORY              AGE
       -------------------------                   --------------------------              ---
  <S>                                   <C>                                                <C>
  Alfred M. Zeien                       Chairman of the Board and Chief Executive Officer  66
    Chairman of the Board and Chief     since February 1991; President and Chief
    Executive Officer                   Operating Officer, January 1991 - February 1991;
                                        Vice Chairman of the Board,
                                        International/Diversified Operations, November
                                        1987 - January 1991
  
  Michael C. Hawley                     President and Chief Operating Officer since April  58
    President and Chief Operating       1995; Executive Vice President, International
    Officer                             Group, December 1993 - March 1995; President,
                                        Oral-B Laboratories, Inc., May 1989 - November
                                        1993
  
  Joseph E. Mullaney                    Vice Chairman of the Board since November 1990     62
    Vice Chairman of the Board
  
  Robert G. King                        Executive Vice President, International Group      50
    Executive Vice President            since April 1995; Group Vice President - Latin
                                        America, March 1991 - March 1995; General
                                        Manager, Gillette de Mexico S.A. de C.V., June
                                        1990 - February 1991
  
  Jacques Lagarde                       Executive Vice President, Diversified Group since  57
    Executive Vice President            October 1993; Vice President, February 1990 -
                                        September 1993; Chairman, Board of Management,
                                        Braun AG, February 1990 - September 1993
  
  Joel P. Davis                         Senior Vice President, Corporate Planning and      50
    Senior Vice President               Development since April 1995; Vice President and
                                        President, Stationery Products Group, December
                                        1987 - March 1995
  
  Robert E. DiCenso                     Senior Vice President, Personnel and               55
    Senior Vice President               Administration, since July 1994; Vice President,
                                        Investor Relations, January 1993 - July 1994;
                                        Vice President, Finance, Planning and
                                        Administration, Diversified Group, July 1988 -
                                        December 1992
  
  Thomas F. Skelly                      Senior Vice President, Finance since May 1980      62
    Senior Vice President
  
  Charles W. Cramb                      Vice President and Controller since July 1995;     49
    Vice President and Controller       Vice President, Finance, Planning and
                                        Administration, Diversified Group, October 1992 -
                                        June 1995; Vice President, Finance and Strategic
                                        Planning, North Atlantic Group, January 1990 -
                                        September 1992
  </TABLE>
   
       The Executive Officers hold office until the first meeting of the Board of
  Directors following the annual meeting of the stockholders and until their
  successors are respectively elected or appointed and qualified, unless a shorter
  period shall have been specified by the terms of their election or appointment,
  or until their earlier resignation, removal or death.
   
                                      PART II
   
  ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
  MATTERS
   
       The information required by this item appears in the 1995 Annual Report at
  page 48 under the caption "common stock" and at page 41 under the caption,
  "Quarterly Financial Information," and is incorporated by reference. As of March
  1, 1996, the record date for the 1996 Annual Meeting, there were 38,867 Gillette
  stockholders of record.
   
                                          5
  <PAGE>   7
   
  ITEM 6.  SELECTED FINANCIAL DATA
   
       The information required by this item appears in the 1995 Annual Report at
  pages 42 and 43 under the caption, "Historical Financial Summary," and is
  incorporated by reference.
   
  ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS
   
       The information required by this item appears in the 1995 Annual Report at
  pages 24 through 26 under the caption, "Management's Discussion," and is
  incorporated by reference.
   
  CAUTIONARY STATEMENT
   
       From time to time, the Company may make statements which constitute or
  contain "forward-looking" information as that term is defined in the PRIVATE
  SECURITIES LITIGATION REFORM ACT OF 1995 (the "Act") or by the Securities and
  Exchange Commission in its rules, regulations and releases. The Company cautions
  investors that any such forward-looking statements made by the Company are not
  guarantees of future performance and that actual results may differ materially
  from those in the forward-looking statements. The following are some of the
  factors that could cause actual results to differ materially from estimates
  contained in the Company's forward-looking statements:
   
       - the pattern of the Company's sales, including variations in sales volume
         within periods, which makes forward-looking statements about sales and
         earnings difficult and may result in variance of actual results from
         those contained in statements made at any time prior to the period's
         close;
   
       - vigorous competition within the Company's product markets, including
         pricing and promotional, advertising or other activities in order to
         preserve or gain market share, the timing of which cannot be foreseen by
         the Company;
   
       - the Company's reliance on the development of new products and the
         inherent risks associated with new product introductions, including
         uncertainty of trade and customer acceptance and competitive reaction;
   
       - the costs and effects of unanticipated legal and administrative
         proceedings;
   
       - the impacts of unusual items resulting from ongoing evaluations of
         business strategies, asset valuations and organizational structure;
   
       - historically, over two-thirds of the Company's sales having been made
         outside the United States, making forward-looking statements more
         difficult; and
   
       - the possibility of one or more of the global markets in which the Company
         competes being impacted by variations in political, economic or other
         factors, such as currency exchange rates, inflation rates, recessionary
         or expansive trends, tax changes, legal and regulatory changes or other
         external factors over which the Company has no control.
   
  ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
   
  <TABLE>
       The following Financial Statements and Supplementary Data for The Gillette
  Company and Subsidiary Companies appear in the 1995 Annual Report at the pages
  indicated below and are incorporated by reference.
  
  <S>     <C>                                                                 <C>
     (1)  Independent Auditor's Report......................................  Page 27
     (2)  Consolidated Statement of Income and Earnings Reinvested in the
          Business for the Years Ended December 31, 1995, 1994 and 1993.....  Page 28
     (3)  Consolidated Balance Sheet at December 31, 1995 and 1994..........  Page 29
     (4)  Consolidated Statement of Cash Flows for the Years Ended December
          31, 1995, 1994 and 1993...........................................  Page 30
     (5)  Notes to Consolidated Financial Statements........................  Pages 31
                                                                           through 40
     (6)  Quarterly Financial Information...................................  Page 41
  </TABLE>
   
                                          6
  <PAGE>   8
   
  ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
  FINANCIAL DISCLOSURE
   
       Not applicable.
   
                                      PART III
   
  ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS
   
       The information required by this item with respect to the Directors of the
  Company appears in the 1996 proxy Statement at pages 2 through 4 and at page 7
  under the caption "Certain Transactions with Directors and Officers", the texts
  of which are incorporated by reference.
   
       The information required for Executive Officers of the Company appears at
  the end of Part I of this report at page 5.
   
  ITEM 11.  EXECUTIVE COMPENSATION
   
       The information required by this item appears in the 1996 Proxy Statement
  at page 8 under the caption "Compensation of Directors", at page 13 under the
  caption "Incentive Payment and Award" and at pages 13 through 16 under the
  caption "Executive Compensation" and is incorporated by reference.
   
  ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
   
       The information required by this item concerning the security ownership of
  certain beneficial owners and management appears in the 1996 Proxy Statement at
  pages 6 and 7 under the caption "Stock Ownership of Certain Beneficial Owners
  and Management" and at page 13 under the caption "Incentive Payment and Award"
  and is incorporated by reference.
   
  ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
   
       The information required by this item appears in the 1996 Proxy Statement
  at page 8 under the captions "Certain Transactions with Directors and Officers"
  and "Compensation of Directors" and is incorporated by reference.
   
                                          7
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text: 1
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                     FORM 10-K
  
                              ------------------------
  (MARK ONE)
  [X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                 THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                    FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
                                         OR
  [ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                    THE SECURITIES ACT OF 1934 (NO FEE REQUIRED)
                             COMMISSION FILE NO. I-922
  
                                THE GILLETTE COMPANY
                                --------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  INCORPORATED IN DELAWARE                             04-1366970
             ------------------------                             ----------
         (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)
  
          PRUDENTIAL TOWER BUILDING, BOSTON, MASSACHUSETTS        02199
          ------------------------------------------------        -----
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)          (ZIP CODE)
  REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE            617-421-7000
            SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
  NAME OF EACH EXCHANGE ON
           TITLE OF EACH CLASS                       WHICH REGISTERED
           -------------------                   ------------------------
  COMMON STOCK, $1.00 PAR VALUE                   NEW YORK STOCK EXCHANGE
                                                   BOSTON STOCK EXCHANGE
                                                  MIDWEST STOCK EXCHANGE
                                                  PACIFIC STOCK EXCHANGE
  Indicate by check mark whether the registrant (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
  1934 during the preceding 12 months (or for such shorter period that the
  registrant was required to file such reports), and (2) has been subject to such
  filing requirements for the past 90 days. Yes X No
  
       Indicate by check mark if disclosure of delinquent filers pursuant to Item
  405 of Regulation S-K ((sec.)229.405 of this chapter) is not contained herein,
  and will not be contained to the best of registrant's knowledge, in definitive
  proxy or information statements incorporated by reference in Part III of this
  Form 10-K or any amendment to this Form 10-K [X].
   
       The aggregate market value of Gillette Common Stock held by non-affiliates
  as of March 1, 1996 was approximately $21,261,000,000.*
   
       The number of shares of Gillette Common Stock outstanding as of March 1,
  1996 was 444,793,019.
   
                        DOCUMENTS INCORPORATED BY REFERENCE
  
       Certain portions of the following documents have been incorporated by
  reference into the 10-K Parts indicated:
  DOCUMENTS                                       10-K PARTS
                                   ---------                                       ----------
  1. The Gillette Company 1995 Annual Report to Stockholders
     (the "1995 Annual Report")...............................................   Parts I and II
  2. The Gillette Company 1996 Proxy Statement (The "1996 Proxy Statement")...   Part III
  ================================================================================
  * This amount does not include the value of 160,405.0563 shares of Series C ESOP
    Convertible Preferred Stock issued for $602.875 per share. For purposes of
    this calculation only, Gillette Common Stock held by Executive Officers or
    directors of the Company has been treated as owned by affiliates.
  2
   
                                       PART I
   
  ITEM 1.  DESCRIPTION OF BUSINESS
   
  GENERAL
   
       The Gillette Company was incorporated under the laws of the State of
  Delaware in 1917 as the successor of a Massachusetts corporation incorporated in
  1912 which corporation was the successor of a Maine corporation organized in
  1901 by King C. Gillette, inventor of the safety razor.
   
       A description of the Company and its businesses appears in the 1995 Annual
  Report on the inside front cover, at page 2, at pages 3 through 5 under the
  caption "Letter to Stockholders" and at page 45 under the caption "Principal
  Divisions and Subsidiaries," the texts of which are incorporated by reference.
  See also Item 7, "Management's Discussion".
   
  BUSINESS SEGMENTS
   
       The approximate percentages of consolidated net sales and segment profit
  from operations during the last five years for each of the Company's business
  segments appear in the 1995 Annual Report at page 41 under the caption,
  "Business Segments," and are incorporated by reference.
   
       "Financial Information by Business Segment," and "Segment and Area
  Commentary" containing information on net sales, profit from operations,
  identifiable assets, capital expenditures and depreciation for each of the last
  three years, appear in the 1995 Annual Report at page 40 and are incorporated by
  reference.
   
       The Company's businesses range across several industry segments, including
  blades and razors, toiletries and cosmetics, stationery products, electric
  shavers, small household appliances, hair care appliances, oral care appliances
  and oral care products. Descriptions of those businesses appear in the 1995
  Annual Report at pages 6 through 15, the text of which is incorporated by
  reference.
   
  DISTRIBUTION
   
       In the Company's major markets, traditional Gillette product lines are sold
  to wholesalers, chain stores and large retailers and are resold to consumers
  primarily through food, drug, discount, stationery, tobacco and department
  stores. Jafra skin care products are sold to independent consultants and are
  resold to consumers, primarily at classes in the home. Waterman and Parker
  products are sold to wholesalers and retailers and are resold to consumers
  through fine jewelry, fine stationery and department stores, pen specialists and
  other retail outlets. Braun products are sold to wholesalers and retailers and
  are resold to consumers mainly through department, discount, catalogue and
  specialty stores. In many small Gillette and Braun markets, products are
  distributed through local distributors and sales agents. Oral-B products are
  marketed directly to dental professionals for distribution to patients and also
  are sold to wholesalers, chain stores and large retailers for resale to
  consumers through food, drug and discount stores, and in smaller markets,
  through local distributors and sales agents.
   
  PATENTS
   
       Certain of the Company's patents and licenses in the blade and razor
  segment are of substantial value and importance when considered in the
  aggregate. Additionally, the Company holds significant patents in the toiletries
  and cosmetics, writing instruments, Braun and Oral-B business segments. No
  patent or license held by the Company is considered to be of material importance
  when judged from the standpoint of the Company's total business. Gillette has
  licensed many of its blade and razor patents to other manufacturers. In all of
  these categories, Gillette competitors also have significant patent positions.
  The patents and licenses held by the Company are of varying remaining durations.
   
  TRADEMARKS
   
       In general, the Company's principal trademarks have been registered in the
  United States and throughout the world where the Company's products are sold.
  Gillette products are marketed outside the United States under various
  trademarks, many of which are the same as those used in the United States. The
  trademark "Gillette" is of principal importance to the Company. In addition, a
  number of other trademarks owned by the
   
                                          1
  3
   
  Company and its subsidiaries have significant importance within their business
  segments. The Company's rights in these trademarks endure for as long as they
  are used or registered.
   
  COMPETITION
   
       The blades and razors segment is marked by competition in product
  performance, innovation and price, as well as by competition in marketing,
  advertising and promotion to retail outlets and to consumers. The Company's
  major competitors worldwide are Warner-Lambert Company, with its Schick and, in
  North America and Europe, its Wilkinson Sword product lines, and Societe Bic
  S.A., a French company. Additional competition in the United States and in
  certain other markets is provided by the American Safety Razor Company, Inc.
  under its own brands and a number of private label brands, as well as other
  private label suppliers. The toiletries and cosmetic segment is highly
  competitive in terms of price, product innovation and market positioning, with
  frequent introduction of new brands and marketing concepts, especially for
  products sold through retail outlets, and with product life cycles typically
  shorter than in the other business segments of the Company. Competition in the
  stationery products segment, particularly in the writing instruments market, is
  marked by a high degree of competition from domestic and foreign suppliers and
  low entry barriers, and is focused on a wide variety of factors including
  product performance, design and price, with price an especially important factor
  in the commercial sector. Competition in the electric shaver, small household,
  hair care and oral care appliances segments is based primarily on product
  performance, innovation and price, with numerous competitors in the small
  household and hair care appliances segments. Competition in the oral care
  product segment is focused on product performance, price and dental profession
  endorsement. Many of the Company's competitors are larger and have greater
  resources than the Company.
   
  EMPLOYEES
   
       At year-end, Gillette employed approximately 33,500 persons, three-quarters
  of them outside the United States.
   
  RESEARCH AND DEVELOPMENT
   
       In 1995, research and development expenditures were $153.0 million,
  compared with $136.9 million in 1994 and $133.1 million in 1993.
   
  RAW MATERIALS
   
       The raw materials used by Gillette in the manufacture of products are
  purchased from a number of suppliers, and substantially all such materials are
  readily available.
   
  OPERATIONS BY GEOGRAPHIC AREA
  
       The following table indicates the geographic sources of consolidated net
  sales and profit from operations of the Company for the last three years:
  1995                  1994                  1993
                                             ----------------     ------------------     ----------------
                                              NET                  NET                    NET
                                             SALES     PROFIT     SALES      PROFIT      SALES     PROFIT
                                             -----     ------     ------     -------     -----     ------
  United States............................   30%       28%        32%        30%         33%       29%
  Foreign..................................   70%       72%        68%        70%         67%       71%
  "Financial Information by Geographic Area" and "Segment and Area
  Commentary" containing information on net sales, profit from operations and
  identifiable assets for each of the last three years appear in the 1995 Annual
  Report under the same captions at page 40 and are incorporated by reference.
   
  ITEM 2.  DESCRIPTION OF PROPERTY
   
       The Company owns and leases manufacturing facilities and other important
  properties in the United States and abroad consisting of approximately
  15,274,000 square feet of floor space, of which 70%, or about 10,652,000 square
  feet, is devoted to the Company's principal manufacturing operations. Additional
  premises,
   
                                          2
  4
   
  such as sales and administrative offices, research laboratories, and warehouse,
  distribution and other manufacturing facilities account for about 30% of
  Gillette's principal property holdings, or about 4,662,000 square feet.
  Gillette's executive offices are located in the Prudential Center, Boston,
  Massachusetts, where the Company holds a long-term lease covering approximately
  318,000 square feet.
  
       In the United States, Gillette's principal manufacturing facilities consist
  of the following:
  APPROXIMATE
                                                                               AREA
       BUSINESS SEGMENT                      LOCATION                      (SQUARE FEET)
       ----------------                      --------                      -------------
  Blades and Razors                     Boston, Massachusetts           1,560,000
       Toiletries and Cosmetics              Andover, Massachusetts            593,000
                                             St. Paul, Minnesota               830,000
                                             Westlake Village,
                                             California                        150,000
       Stationery Products                   Santa Monica, California          320,000
                                             Janesville, Wisconsin             215,000
       Oral-B Products                       Iowa City, Iowa                   260,000
                                                                             ---------
                 Total                                                       3,928,000
                                                                             =========
  Approximately 92% of these U.S. manufacturing facilities and the land they
  occupy are owned by Gillette. The Santa Monica property is leased in its
  entirety and 165,000 square feet of the St. Paul facility is located on leased
  land.
   
       Foreign manufacturing subsidiaries of Gillette, other than Braun and
  Oral-B, operate plants with an aggregate of approximately 4,083,000 square feet
  of floor space, about 85% of which is on land owned by Gillette. Many of the
  international facilities are engaged in the manufacture of products for two or
  more of the Company's major business segments.
  
       Braun's executive offices are located in Kronberg, Germany, and the
  locations and approximate areas of its principal manufacturing facilities are as
  follows:
  APPROXIMATE
                                                                        AREA
                                                                      (SQUARE
                         LOCATION                                      FEET)
                         --------                                  ------------
  Germany (3 facilities).............................  1,386,000
                 Spain..............................................    410,000
                 Ireland............................................    238,000
                 Mexico.............................................    282,000
                 France.............................................     28,000
                 China..............................................     67,000
                                                                      ---------
                           Total....................................  2,411,000
                                                                      =========
  Approximately 87% of these facilities and 98% of the land they occupy are
  owned by Braun.
   
       Oral-B owns its executive office building in Belmont, California. In
  addition to its Iowa City plant, it owns or leases approximately 162,500 square
  feet of manufacturing facilities in two countries outside the United States.
   
       Miscellaneous manufacturing operations in North Chicago, Illinois and other
  locations account for approximately 70,000 square feet.
   
       The above facilities are in good repair, adequately meet the Company's
  needs and operate at reasonable levels of production capacity.
   
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  5
   
  ITEM 3.  LEGAL PROCEEDINGS
   
       The Company is subject, from time to time, to legal proceedings and claims
  arising out of its business, which cover a wide range of matters, including
  antitrust and trade regulation, product liability, contracts, environmental
  issues, patent and trademark matters and taxes. Management, after review and
  consultation with counsel, considers that any liability from all of these legal
  proceedings and claims would not materially affect the consolidated financial
  position, results of operations or liquidity of the Company.
   
  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   
       Not applicable.
                              ------------------------
   
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  6
   
  EXECUTIVE OFFICERS OF REGISTRANT
   
  
       Information regarding the Executive Officers of the Company as of March 21,
  1996 is set out below.
  NAME AND CURRENT POSITION                   FIVE-YEAR BUSINESS HISTORY              AGE
       -------------------------                   --------------------------              ---
  Alfred M. Zeien                       Chairman of the Board and Chief Executive Officer  66
    Chairman of the Board and Chief     since February 1991; President and Chief
    Executive Officer                   Operating Officer, January 1991 - February 1991;
                                        Vice Chairman of the Board,
                                        International/Diversified Operations, November
                                        1987 - January 1991
  
  Michael C. Hawley                     President and Chief Operating Officer since April  58
    President and Chief Operating       1995; Executive Vice President, International
    Officer                             Group, December 1993 - March 1995; President,
                                        Oral-B Laboratories, Inc., May 1989 - November
                                        1993
  
  Joseph E. Mullaney                    Vice Chairman of the Board since November 1990     62
    Vice Chairman of the Board
  
  Robert G. King                        Executive Vice President, International Group      50
    Executive Vice President            since April 1995; Group Vice President - Latin
                                        America, March 1991 - March 1995; General
                                        Manager, Gillette de Mexico S.A. de C.V., June
                                        1990 - February 1991
  
  Jacques Lagarde                       Executive Vice President, Diversified Group since  57
    Executive Vice President            October 1993; Vice President, February 1990 -
                                        September 1993; Chairman, Board of Management,
                                        Braun AG, February 1990 - September 1993
  
  Joel P. Davis                         Senior Vice President, Corporate Planning and      50
    Senior Vice President               Development since April 1995; Vice President and
                                        President, Stationery Products Group, December
                                        1987 - March 1995
  
  Robert E. DiCenso                     Senior Vice President, Personnel and               55
    Senior Vice President               Administration, since July 1994; Vice President,
                                        Investor Relations, January 1993 - July 1994;
                                        Vice President, Finance, Planning and
                                        Administration, Diversified Group, July 1988 -
                                        December 1992
  
  Thomas F. Skelly                      Senior Vice President, Finance since May 1980      62
    Senior Vice President
  
  Charles W. Cramb                      Vice President and Controller since July 1995;     49
    Vice President and Controller       Vice President, Finance, Planning and
                                        Administration, Diversified Group, October 1992 -
                                        June 1995; Vice President, Finance and Strategic
                                        Planning, North Atlantic Group, January 1990 -
                                        September 1992
  The Executive Officers hold office until the first meeting of the Board of
  Directors following the annual meeting of the stockholders and until their
  successors are respectively elected or appointed and qualified, unless a shorter
  period shall have been specified by the terms of their election or appointment,
  or until their earlier resignation, removal or death.
   
                                      PART II
   
  ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
  MATTERS
   
       The information required by this item appears in the 1995 Annual Report at
  page 48 under the caption "common stock" and at page 41 under the caption,
  "Quarterly Financial Information," and is incorporated by reference. As of March
  1, 1996, the record date for the 1996 Annual Meeting, there were 38,867 Gillette
  stockholders of record.
   
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  ITEM 6.  SELECTED FINANCIAL DATA
   
       The information required by this item appears in the 1995 Annual Report at
  pages 42 and 43 under the caption, "Historical Financial Summary," and is
  incorporated by reference.
   
  ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS
   
       The information required by this item appears in the 1995 Annual Report at
  pages 24 through 26 under the caption, "Management's Discussion," and is
  incorporated by reference.
   
  CAUTIONARY STATEMENT
   
       From time to time, the Company may make statements which constitute or
  contain "forward-looking" information as that term is defined in the PRIVATE
  SECURITIES LITIGATION REFORM ACT OF 1995 (the "Act") or by the Securities and
  Exchange Commission in its rules, regulations and releases. The Company cautions
  investors that any such forward-looking statements made by the Company are not
  guarantees of future performance and that actual results may differ materially
  from those in the forward-looking statements. The following are some of the
  factors that could cause actual results to differ materially from estimates
  contained in the Company's forward-looking statements:
   
       - the pattern of the Company's sales, including variations in sales volume
         within periods, which makes forward-looking statements about sales and
         earnings difficult and may result in variance of actual results from
         those contained in statements made at any time prior to the period's
         close;
   
       - vigorous competition within the Company's product markets, including
         pricing and promotional, advertising or other activities in order to
         preserve or gain market share, the timing of which cannot be foreseen by
         the Company;
   
       - the Company's reliance on the development of new products and the
         inherent risks associated with new product introductions, including
         uncertainty of trade and customer acceptance and competitive reaction;
   
       - the costs and effects of unanticipated legal and administrative
         proceedings;
   
       - the impacts of unusual items resulting from ongoing evaluations of
         business strategies, asset valuations and organizational structure;
   
       - historically, over two-thirds of the Company's sales having been made
         outside the United States, making forward-looking statements more
         difficult; and
   
       - the possibility of one or more of the global markets in which the Company
         competes being impacted by variations in political, economic or other
         factors, such as currency exchange rates, inflation rates, recessionary
         or expansive trends, tax changes, legal and regulatory changes or other
         external factors over which the Company has no control.
   
  ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
   
  
       The following Financial Statements and Supplementary Data for The Gillette
  Company and Subsidiary Companies appear in the 1995 Annual Report at the pages
  indicated below and are incorporated by reference.
  (1)  Independent Auditor's Report......................................  Page 27
     (2)  Consolidated Statement of Income and Earnings Reinvested in the
          Business for the Years Ended December 31, 1995, 1994 and 1993.....  Page 28
     (3)  Consolidated Balance Sheet at December 31, 1995 and 1994..........  Page 29
     (4)  Consolidated Statement of Cash Flows for the Years Ended December
          31, 1995, 1994 and 1993...........................................  Page 30
     (5)  Notes to Consolidated Financial Statements........................  Pages 31
                                                                           through 40
     (6)  Quarterly Financial Information...................................  Page 41
  6
  8
   
  ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
  FINANCIAL DISCLOSURE
   
       Not applicable.
   
                                      PART III
   
  ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS
   
       The information required by this item with respect to the Directors of the
  Company appears in the 1996 proxy Statement at pages 2 through 4 and at page 7
  under the caption "Certain Transactions with Directors and Officers", the texts
  of which are incorporated by reference.
   
       The information required for Executive Officers of the Company appears at
  the end of Part I of this report at page 5.
   
  ITEM 11.  EXECUTIVE COMPENSATION
   
       The information required by this item appears in the 1996 Proxy Statement
  at page 8 under the caption "Compensation of Directors", at page 13 under the
  caption "Incentive Payment and Award" and at pages 13 through 16 under the
  caption "Executive Compensation" and is incorporated by reference.
   
  ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
   
       The information required by this item concerning the security ownership of
  certain beneficial owners and management appears in the 1996 Proxy Statement at
  pages 6 and 7 under the caption "Stock Ownership of Certain Beneficial Owners
  and Management" and at page 13 under the caption "Incentive Payment and Award"
  and is incorporated by reference.
   
  ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
   
       The information required by this item appears in the 1996 Proxy Statement
  at page 8 under the captions "Certain Transactions with Directors and Officers"
  and "Compensation of Directors" and is incorporated by reference.
   
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