content: <PAGE>   1
     As filed with the Securities and Exchange Commission on December 31, 1996
                                                                    File No. 333-
  ================================================================================
                         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)
  
  <TABLE>
           <S>                                                       <C>     
                      DELAWARE                                                  04-1366970
              (State or other jurisdiction                                    (I.R.S. Employer
           of incorporation or organization)                                 Identification No.)
  </TABLE>
  
  
                             PRUDENTIAL TOWER BUILDING
                            BOSTON, MASSACHUSETTS 02199
            (Address of principal executive offices, including zip code)
  
                               ----------------------
  
                                DURACELL SHARES PLAN
      STOCK OPTION PLAN FOR KEY EMPLOYEES OF DURACELL INTERNATIONAL INC. AND
                                   SUBSIDIARIES
  
                               ----------------------
                             (Full title of the plans)
  
                                 Jill C. Richardson
                                     Secretary
                                The Gillette Company
                             Prudential Tower Building
                            Boston, Massachusetts  02199
                                   (617) 421-7000     
  
                               ----------------------
   (Name, Address and Telephone Number, including Area Code, of Agent for Service)
  
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  -------------------------------------------------------------------------------------------------------------------------
                                                         Proposed                   Proposed
                                                         maximum                    maximum                  Amount of
  Title of securities to be     Amount to be             offering price per         aggregate offering       registration
  registered                    registered               share (1)                  price (1)                fee
  -------------------------------------------------------------------------------------------------------------------------
  <S>                           <C>                      <C>                        <C>                      <C>       
  Common Stock, $1.00
  par value (including
  Preferred Stock Purchase
  Rights)                       4,390,170 shares         $71.625                    $314,445,926             $95,286.64
  -------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1) Estimated solely for the purpose of determining the registration fee
  pursuant to Rule 457(h) on the basis of the average of the high and low sale
  price of the common stock, par value $1.00 ("Common Stock"), of the Gillette
  Company reported on the New York Stock Exchange Composite Transactions tape on
  December 23, 1996.
  ================================================================================
  
                              Exhibit Index on page 9.
  
  
  
  
  
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Note:  The document(s) containing the information required by Item 1 of this
  Form S-8 and the statement of availability of information of The Gillette
  Company (the "Registrant"), and other information required by Item 2 of this
  Form will be sent or given to employees as specified by Rule 428 under the
  Securities Act of 1933, as amended (the "Securities Act").  In accordance with
  Rule 428 and the requirements of Part I of Form S-8, such documents are not
  being filed with the Securities and Exchange Commission (the "Commission")
  either as part of this Registration Statement or as prospectuses or prospectus
  supplements pursuant to Rule 424.  The Registrant shall maintain a file of such
  documents in accordance with the provisions of Rule 428.  Upon request, the
  Registrant shall furnish to the Commission or its staff a copy of any or all of
  the documents included in such file.
  
  
  
  
  
                                        -2-
  <PAGE>   3
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
  The Registrant hereby incorporates the following documents herein by reference:
  
  (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1995;
  
  (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
  March 31, 1996, June 30, 1996 and September 30, 1996;
  
  (c) The Registrant's Current Report on Form 8-K filed on September 16, 1996;
  
  (d) The Registrant's Current Report on Form 8-K filed on December 20, 1996; and
  
  (e)  The description of the Registrant's capital stock contained in the
  Registrant's Registration Statement on Form 8-A/A filed on November 12, 1996.
  
  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 which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold shall be deemed to be
  incorporated by reference herein and to be a part hereof from the date of the
  filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
  Not required.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
            The validity of the shares of Common Stock offered hereby has been
  passed upon for the Registrant by Joseph E. Mullaney, Vice Chairman of the
  Board of Directors of the Registrant.  On December 31, 1996, Mr. Mullaney
  beneficially owned approximately 346,358 shares of Gillette Common Stock.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
            Section 145 of the Delaware General Corporation Law, as amended (the
  "DGCL"), provides that a corporation may indemnify any person who was or is a
  party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal or investigative
  (other than an action by or in the right of the corporation) by reason of the
  fact that he or she 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 amount paid in settlement actually and reasonably
  incurred by him or her in connection with such
  
  
  
  
  
                                        -3-
  <PAGE>   4
  action, suit or proceeding if he or she acted in good faith and in a manner he
  or she 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 his or her 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 he or she acted in good
  faith and in a manner he or she 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 (i) for any
  breach of the director's duty of loyalty to the corporation or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (iii) under Section 174
  of the DGCL (relating to unlawful payment of dividends and unlawful stock
  purchase and redemption) or (iv) for any transaction from which the director
  derived an improper personal benefit.
  
            The Registrant's By-laws provide that the Registrant shall indemnify
  current or former directors, officers, employees or agents of the Registrant,
  in connection with proceedings brought against such persons by reason of their
  position with the Registrant to the fullest extent permitted by Delaware law.
  The Registrant's Certificate of Incorporation, as amended, provides that a
  director of the Registrant shall not be liable to the Registrant or its
  stockholders for monetary damages for breach of fiduciary duty as a director,
  except as is not permitted under the DGCL.
  
            The Registrant has obtained an insurance policy that insures its
  directors and officers against certain liabilities.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
  Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  Exhibit
  
  
  
  
  
                                        -4-
  <PAGE>   5
   4.1.                         Composite Certificate of Incorporation of The
                                Gillette Company, as amended, filed as Exhibit
                                3(a) to The Gillette Company Annual Report on
                                Form 10-K for the year ended December 31, 1989,
                                Commission File No. 1-922, incorporated by
                                reference herein.
  
   4.2.                         By-laws of The Gillette Company, as amended April
                                15, 1993, filed as Exhibit 3(b) to The Gillette
                                Company Quarterly Report on Form 10-Q for the
                                period ended March 31, 1993, 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, as adopted by the Board of
                                Directors of The Gillette Company on November 21,
                                1996, filed herewith.
  
   4.4.                         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.
  
   4.5.                         Certificate of Designation of the Series C ESOP
                                Convertible Preferred Stock of The Gillette
                                Company, dated January 17, 1990, filed as Exhibit
                                4(e) to The Gillette Company Annual Report on
                                Form 10-K for the year ended December 31, 1989,
                                Commission File No. 1-922, incorporated by
                                reference herein.
  
   4.6.                         Certificate of Amendment relating to an increase
                                in the amount of authorized shares of preferred
                                stock and common stock, filed as Exhibit 3(i) to
                                The Gillette Company Quarterly Report on Form
                                10-Q for the period ended March 31, 1995,
                                Commission File No.  1-922, incorporated by
                                reference herein.
  
   5.                           Opinion of Joseph E. Mullaney, Vice Chairman of
                                the Board of The Gillette Company.
  
   23.                          Consent of KPMG Peat Marwick LLP.
  
   24.                          Power of Attorney.
  
   99.1.                        Stock Option Plan For Key Employees of Duracell
                                International Inc. and Subsidiaries.
  
   99.2.                        Duracell Shares Plan.
  
  ITEM 9.   UNDERTAKINGS.
  
            (a)  The undersigned Registrant hereby undertakes:
  
  
  
  
  
                                        -5-
  <PAGE>   6
            (1) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:
  
            (i) To include any prospectus required by Section 10(a)(3) of the
  Securities Act;
  
            (ii) To reflect in the prospectus any facts or events arising after
  the effective date of the registration statement (or the most recent
  post-effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in the registration
  statement;
  
            (iii) 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 this registration statement;
  
            provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
  shall not apply if the information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic reports filed by the
  Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference 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.
  
            (b)  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 Section 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.
  
            (c)  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 Securities and Exchange
  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.
  
  
  
  
  
                                        -6-
  <PAGE>   7
                                     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, Massachusetts on this 31st day of
  December, 1996.
  
  
  
                                          By:  /s/ Thomas F. Skelly 
                                             ------------------------------------
                                              Thomas F Skelly 
                                              Senior Vice President and Chief 
                                              Financial Officer
  
  
  Pursuant to the requirements of the Securities Act of 1933, this registration
  statement has been signed by the following persons in the capacities indicated
  on December 31, 1996.
  
  <TABLE>
  <CAPTION>
  Signatures                                             Title
  ----------                                             -----
  <S>                                     <C>
             *                            Chairman of the Board of
  --------------------------              Directors and Chief Executive
  Alfred M. Zeien                         Officer and Director         
                                          (Principal Executive Officer)
                                                                       
  
             *                            President, Chief Operating
  --------------------------              Officer and Director
  Michael C. Hawley                       
  
             *                            Vice Chairman of the Board of
  --------------------------              Directors and Director
  Joseph E. Mullaney                      
  
             *                            Senior Vice President and
  --------------------------              Chief Financial Officer      
  Thomas F. Skelly                        (Principal Financial Officer)
                                                                       
  
             *                            Vice President and Controller
  ---------------------------             (Principal Accounting Officer)
  Charles W. Cramb                        
  
             *                            Director
  ---------------------------                     
  Warren E. Buffett
  </TABLE>
  
  
  
  
  
                                        -7-
  <PAGE>   8
  <TABLE>
  <S>                                     <C>
              *                           Director
  -----------------------------                   
  Wilbur H. Gantz
  
              *                           Director
  -----------------------------                   
  Michael B. Gifford
  
              *                           Director
  -----------------------------                   
  Carol R. Goldberg
  
              *                           Director
  -----------------------------                   
  
  Herbert H. Jacobi
  
              *                           Director
  ------------------------------                  
  Richard R. Pivirotto
  
              *                           Director
  ------------------------------                  
  Juan M. Steta
  
              *                           Director
  ------------------------------                  
   Alexander B. Trowbridge
  
              *                           Director
  ------------------------------                  
  Joseph F. Turley
  
  
  * By:  /s/ Thomas F. Skelly 
        ----------------------
          Thomas F. Skelly, for
          himself and as
          attorney-in-fact
  </TABLE>
  
  
  
  
  
                                        -8-
  <PAGE>   9
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
   Exhibit                                                                                                 Page
   -------                                                                                                 ----
   Number              Description of Exhibits                                                            Number
   ------              -----------------------                                                            ------
   <S>                 <C>
   4.1.                Composite Certificate of Incorporation of The Gillette Company, as amended,
                       filed as Exhibit 3(a) to The Gillette Company Annual Report on Form 10-K
                       for the year ended December 31, 1989, Commission File No. 1-922,
                       incorporated by reference herein.
  
   4.2                 By-laws of The Gillette Company, as amended April 15, 1993, filed as
                       Exhibit 3(b) to The Gillette Company Quarterly Report on Form 10-Q for the
                       period ended March 31, 1993, 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, as adopted by the Board of Directors
                       of The Gillette Company on November 21, 1996, filed herewith.
  
   4.4.                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.
  
   4.5.                Certificate of Designation of the Series C ESOP ConvertiblePreferred Stock
                       of The Gillette Company, dated January 17, 1990, filed as Exhibit 4(e) to
                       The Gillette Company Annual Report on Form 10-K for the year ended December
                       31, 1989, Commission File No. 1-922, incorporated by reference herein.
  
   4.6.                Certificate of Amendment relating to an increase in the amount of
                       authorized shares of preferred stock and common stock, filed as Exhibit
                       3(i) to The Gillette Company Quarterly Report on Form 10-Q for the period
                       ended March 31, 1995, Commission File No. 1-922, incorporated by reference
                       herein.
  
   5.                  Opinion of Joseph E. Mullaney, Vice Chairman of the Board of The Gillette
                       Company.
  
   23.                 Consent of KPMG Peat Marwick LLP.
  
   24.                 Power of Attorney.
  </TABLE>
  
  
  
  
  
                                        -9-
  <PAGE>   10
  <TABLE>
   <S>                 <C>
   99.1.               Stock Option Plan For Key Employees of Duracell International Inc. and
                       Subsidiaries.
  
   99.2.               Duracell Shares Plan.
  </TABLE>
  
  
  
  
  
                                        -10-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "THE GILLETTE COMPANY", "secsgml_size_bytes": 24055}]
metadata_filer: {"company-data": {"conformed-name": "GILLETTE CO", "cik": "0000041499", "assigned-sic": "3420", "irs-number": "041366970", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19133", "film-number": "96689191"}, "business-address": {"street1": "PRUDENTIAL TOWER BLDG", "city": "BOSTON", "state": "MA", "zip": "02199", "phone": "6174217000"}, "mail-address": {"street1": "PRUDENTIAL TOWER BLDG", "city": "BOSTON", "state": "MA", "zip": "02199"}, "former-company": {"former-conformed-name": "GILLETTE SAFETY RAZOR CO", "date-changed": "19660911"}}
text: 1
     As filed with the Securities and Exchange Commission on December 31, 1996
                                                                    File No. 333-
  ================================================================================
                         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, MASSACHUSETTS 02199
            (Address of principal executive offices, including zip code)
  
                               ----------------------
  
                                DURACELL SHARES PLAN
      STOCK OPTION PLAN FOR KEY EMPLOYEES OF DURACELL INTERNATIONAL INC. AND
                                   SUBSIDIARIES
  
                               ----------------------
                             (Full title of the plans)
  
                                 Jill C. Richardson
                                     Secretary
                                The Gillette Company
                             Prudential Tower Building
                            Boston, Massachusetts  02199
                                   (617) 421-7000     
  
                               ----------------------
   (Name, Address and Telephone Number, including Area Code, of Agent for Service)
  
                          CALCULATION OF REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------------------------
                                                         Proposed                   Proposed
                                                         maximum                    maximum                  Amount of
  Title of securities to be     Amount to be             offering price per         aggregate offering       registration
  registered                    registered               share (1)                  price (1)                fee
  -------------------------------------------------------------------------------------------------------------------------
  Common Stock, $1.00
  par value (including
  Preferred Stock Purchase
  Rights)                       4,390,170 shares         $71.625                    $314,445,926             $95,286.64
  -------------------------------------------------------------------------------------------------------------------------
  (1) Estimated solely for the purpose of determining the registration fee
  pursuant to Rule 457(h) on the basis of the average of the high and low sale
  price of the common stock, par value $1.00 ("Common Stock"), of the Gillette
  Company reported on the New York Stock Exchange Composite Transactions tape on
  December 23, 1996.
  ================================================================================
  
                              Exhibit Index on page 9.
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Note:  The document(s) containing the information required by Item 1 of this
  Form S-8 and the statement of availability of information of The Gillette
  Company (the "Registrant"), and other information required by Item 2 of this
  Form will be sent or given to employees as specified by Rule 428 under the
  Securities Act of 1933, as amended (the "Securities Act").  In accordance with
  Rule 428 and the requirements of Part I of Form S-8, such documents are not
  being filed with the Securities and Exchange Commission (the "Commission")
  either as part of this Registration Statement or as prospectuses or prospectus
  supplements pursuant to Rule 424.  The Registrant shall maintain a file of such
  documents in accordance with the provisions of Rule 428.  Upon request, the
  Registrant shall furnish to the Commission or its staff a copy of any or all of
  the documents included in such file.
  
                                        -2-
  3
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
  The Registrant hereby incorporates the following documents herein by reference:
  
  (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1995;
  
  (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
  March 31, 1996, June 30, 1996 and September 30, 1996;
  
  (c) The Registrant's Current Report on Form 8-K filed on September 16, 1996;
  
  (d) The Registrant's Current Report on Form 8-K filed on December 20, 1996; and
  
  (e)  The description of the Registrant's capital stock contained in the
  Registrant's Registration Statement on Form 8-A/A filed on November 12, 1996.
  
  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 which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold shall be deemed to be
  incorporated by reference herein and to be a part hereof from the date of the
  filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
  Not required.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
            The validity of the shares of Common Stock offered hereby has been
  passed upon for the Registrant by Joseph E. Mullaney, Vice Chairman of the
  Board of Directors of the Registrant.  On December 31, 1996, Mr. Mullaney
  beneficially owned approximately 346,358 shares of Gillette Common Stock.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
            Section 145 of the Delaware General Corporation Law, as amended (the
  "DGCL"), provides that a corporation may indemnify any person who was or is a
  party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal or investigative
  (other than an action by or in the right of the corporation) by reason of the
  fact that he or she 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 amount paid in settlement actually and reasonably
  incurred by him or her in connection with such
  
                                        -3-
  4
  action, suit or proceeding if he or she acted in good faith and in a manner he
  or she 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 his or her 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 he or she acted in good
  faith and in a manner he or she 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 (i) for any
  breach of the director's duty of loyalty to the corporation or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (iii) under Section 174
  of the DGCL (relating to unlawful payment of dividends and unlawful stock
  purchase and redemption) or (iv) for any transaction from which the director
  derived an improper personal benefit.
  
            The Registrant's By-laws provide that the Registrant shall indemnify
  current or former directors, officers, employees or agents of the Registrant,
  in connection with proceedings brought against such persons by reason of their
  position with the Registrant to the fullest extent permitted by Delaware law.
  The Registrant's Certificate of Incorporation, as amended, provides that a
  director of the Registrant shall not be liable to the Registrant or its
  stockholders for monetary damages for breach of fiduciary duty as a director,
  except as is not permitted under the DGCL.
  
            The Registrant has obtained an insurance policy that insures its
  directors and officers against certain liabilities.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
  Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  Exhibit
  
                                        -4-
  5
   4.1.                         Composite Certificate of Incorporation of The
                                Gillette Company, as amended, filed as Exhibit
                                3(a) to The Gillette Company Annual Report on
                                Form 10-K for the year ended December 31, 1989,
                                Commission File No. 1-922, incorporated by
                                reference herein.
  
   4.2.                         By-laws of The Gillette Company, as amended April
                                15, 1993, filed as Exhibit 3(b) to The Gillette
                                Company Quarterly Report on Form 10-Q for the
                                period ended March 31, 1993, 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, as adopted by the Board of
                                Directors of The Gillette Company on November 21,
                                1996, filed herewith.
  
   4.4.                         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.
  
   4.5.                         Certificate of Designation of the Series C ESOP
                                Convertible Preferred Stock of The Gillette
                                Company, dated January 17, 1990, filed as Exhibit
                                4(e) to The Gillette Company Annual Report on
                                Form 10-K for the year ended December 31, 1989,
                                Commission File No. 1-922, incorporated by
                                reference herein.
  
   4.6.                         Certificate of Amendment relating to an increase
                                in the amount of authorized shares of preferred
                                stock and common stock, filed as Exhibit 3(i) to
                                The Gillette Company Quarterly Report on Form
                                10-Q for the period ended March 31, 1995,
                                Commission File No.  1-922, incorporated by
                                reference herein.
  
   5.                           Opinion of Joseph E. Mullaney, Vice Chairman of
                                the Board of The Gillette Company.
  
   23.                          Consent of KPMG Peat Marwick LLP.
  
   24.                          Power of Attorney.
  
   99.1.                        Stock Option Plan For Key Employees of Duracell
                                International Inc. and Subsidiaries.
  
   99.2.                        Duracell Shares Plan.
  
  ITEM 9.   UNDERTAKINGS.
  
            (a)  The undersigned Registrant hereby undertakes:
  
                                        -5-
  6
            (1) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:
  
            (i) To include any prospectus required by Section 10(a)(3) of the
  Securities Act;
  
            (ii) To reflect in the prospectus any facts or events arising after
  the effective date of the registration statement (or the most recent
  post-effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in the registration
  statement;
  
            (iii) 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 this registration statement;
  
            provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
  shall not apply if the information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic reports filed by the
  Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference 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.
  
            (b)  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 Section 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.
  
            (c)  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 Securities and Exchange
  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.
  
                                        -6-
  7
                                     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, Massachusetts on this 31st day of
  December, 1996.
  
                                          By:  /s/ Thomas F. Skelly 
                                             ------------------------------------
                                              Thomas F Skelly 
                                              Senior Vice President and Chief 
                                              Financial Officer
  
  Pursuant to the requirements of the Securities Act of 1933, this registration
  statement has been signed by the following persons in the capacities indicated
  on December 31, 1996.
  Signatures                                             Title
  ----------                                             -----
  *                            Chairman of the Board of
  --------------------------              Directors and Chief Executive
  Alfred M. Zeien                         Officer and Director         
                                          (Principal Executive Officer)
                                                                       
  
             *                            President, Chief Operating
  --------------------------              Officer and Director
  Michael C. Hawley                       
  
             *                            Vice Chairman of the Board of
  --------------------------              Directors and Director
  Joseph E. Mullaney                      
  
             *                            Senior Vice President and
  --------------------------              Chief Financial Officer      
  Thomas F. Skelly                        (Principal Financial Officer)
                                                                       
  
             *                            Vice President and Controller
  ---------------------------             (Principal Accounting Officer)
  Charles W. Cramb                        
  
             *                            Director
  ---------------------------                     
  Warren E. Buffett
  -7-
  8
  *                           Director
  -----------------------------                   
  Wilbur H. Gantz
  
              *                           Director
  -----------------------------                   
  Michael B. Gifford
  
              *                           Director
  -----------------------------                   
  Carol R. Goldberg
  
              *                           Director
  -----------------------------                   
  
  Herbert H. Jacobi
  
              *                           Director
  ------------------------------                  
  Richard R. Pivirotto
  
              *                           Director
  ------------------------------                  
  Juan M. Steta
  
              *                           Director
  ------------------------------                  
   Alexander B. Trowbridge
  
              *                           Director
  ------------------------------                  
  Joseph F. Turley
  
  * By:  /s/ Thomas F. Skelly 
        ----------------------
          Thomas F. Skelly, for
          himself and as
          attorney-in-fact
  -8-
  9
                                   EXHIBIT INDEX
  Exhibit                                                                                                 Page
   -------                                                                                                 ----
   Number              Description of Exhibits                                                            Number
   ------              -----------------------                                                            ------
  4.1.                Composite Certificate of Incorporation of The Gillette Company, as amended,
                       filed as Exhibit 3(a) to The Gillette Company Annual Report on Form 10-K
                       for the year ended December 31, 1989, Commission File No. 1-922,
                       incorporated by reference herein.
  
   4.2                 By-laws of The Gillette Company, as amended April 15, 1993, filed as
                       Exhibit 3(b) to The Gillette Company Quarterly Report on Form 10-Q for the
                       period ended March 31, 1993, 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, as adopted by the Board of Directors
                       of The Gillette Company on November 21, 1996, filed herewith.
  
   4.4.                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.
  
   4.5.                Certificate of Designation of the Series C ESOP ConvertiblePreferred Stock
                       of The Gillette Company, dated January 17, 1990, filed as Exhibit 4(e) to
                       The Gillette Company Annual Report on Form 10-K for the year ended December
                       31, 1989, Commission File No. 1-922, incorporated by reference herein.
  
   4.6.                Certificate of Amendment relating to an increase in the amount of
                       authorized shares of preferred stock and common stock, filed as Exhibit
                       3(i) to The Gillette Company Quarterly Report on Form 10-Q for the period
                       ended March 31, 1995, Commission File No. 1-922, incorporated by reference
                       herein.
  
   5.                  Opinion of Joseph E. Mullaney, Vice Chairman of the Board of The Gillette
                       Company.
  
   23.                 Consent of KPMG Peat Marwick LLP.
  
   24.                 Power of Attorney.
  -9-
  10
  99.1.               Stock Option Plan For Key Employees of Duracell International Inc. and
                       Subsidiaries.
  
   99.2.               Duracell Shares Plan.
  -10-