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<H4 ALIGN=CENTER>                                                             UNITED STATES
                                                  SECURITIES AND EXCHANGE COMMISSION<BR>
                                                        Washington, D.C. 20549</H4>


<H2 ALIGN=CENTER>                                                               FORM 8-K</H2>

<H4 ALIGN=CENTER>                                                            CURRENT REPORT<BR>
                                Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</H4>
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<H4 ALIGN=CENTER>Date of Report (Date of earliest event reported):  March 15, 2005</H4>


<CENTER>                                                         THE GILLETTE COMPANY</CENTER>
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<CENTER>                                        (Exact name of registrant as specified in its charter)</CENTER>

<CENTER>                                                      DELAWARE</CENTER>
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<CENTER>                                    (State or other jurisdiction of incorporation)</CENTER><BR>


<CENTER>                                  1-922</CENTER>
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<CENTER>                               (Commission File Number)</CENTER><BR>

<CENTER>                               04-1366970</CENTER>
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<CENTER>                               (IRS Employer Identification No.)</CENTER><BR><BR>



<CENTER>                                              PRUDENTIAL TOWER BUILDING, BOSTON, MA 02199</CENTER>
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<CENTER> (Address of principal executive offices)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Zip Code)</CENTER><BR>

<P>Registrant&acute;s telephone number, including area code:  (617) 421-7000</P>

<P>Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following privisions:</P>

<P>[  ]  Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)</P>
<P>[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</P>
<P>[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</P>
<P>[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</P>


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<P><B>Item 8.01.  Other Events.</B></P>


<P>On February 10, 2005, a putative class action was filed in Delaware state court on behalf of The Gillette Company&acute;s (the &#147;Company&#148;)
shareholders, alleging breaches of fiduciary duties by the Company&acute;s board of directors and senior management in connection with the
proposed merger with The Procter & Gamble Company (&#147;Procter & Gamble&#148;).  The complaint alleges, among other things, that the proposed
merger is &#147;unduly favorable&#148; to Procter & Gamble and that, if consummated, the Company&acute;s senior managers will receive excessive
compensation.  The plaintiff seeks injunctive relief barring consummation of the proposed merger or, in the alternative, rescission
following consummation.  The plaintiff also seeks compensatory damages.</P>

<P>A virtually identical action was filed on February 11, 2005, also in Delaware state court.  A motion to consolidate the two actions
is pending.  It is possible that other, similar actions will be filed.</P>

<P>The Company and the other named defendants believe the allegations are without merit and intend to vigorously defend the actions.</P>


<H4 ALIGN=CENTER>                                                              SIGNATURES</H4>

         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.</P>


                                                              <UL><UL><UL><UL><UL><UL><UL><UL>THE GILLETTE COMPANY<BR><BR>


                                                     By:      <U>/s/ William J. Mostyn III</U><BR>
                                                              &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;William J. Mostyn III<BR>
                                                              &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Secretary</UL></UL></UL></UL></UL></UL></UL></UL><BR><BR>

<P>March 15, 2005</P>


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{"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": "8-K", "act": "34", "file-number": "001-00922", "film-number": "05681743"}, "business-address": {"street1": "PRUDENTIAL TOWER BLDG", "street2": "SUITE 4800", "city": "BOSTON", "state": "MA", "zip": "02199", "phone": "6174217000"}, "mail-address": {"street1": "PRUDENTIAL TOWER BLDG", "street2": "SUITE 4800", "city": "BOSTON", "state": "MA", "zip": "02199"}, "former-company": {"former-conformed-name": "GILLETTE SAFETY RAZOR CO", "date-changed": "19660911"}}
FORM 8-K
UNITED STATES
                                                  SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  March 15, 2005
THE GILLETTE COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-922
(Commission File Number)
04-1366970
(IRS Employer Identification No.)
PRUDENTIAL TOWER BUILDING, BOSTON, MA 02199
(Address of principal executive offices)               (Zip Code)
Registrant´s telephone number, including area code:  (617) 421-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following privisions:
[  ]  Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01.  Other Events.
On February 10, 2005, a putative class action was filed in Delaware state court on behalf of The Gillette Company´s (the "Company")
shareholders, alleging breaches of fiduciary duties by the Company´s board of directors and senior management in connection with the
proposed merger with The Procter & Gamble Company ("Procter & Gamble").  The complaint alleges, among other things, that the proposed
merger is "unduly favorable" to Procter & Gamble and that, if consummated, the Company´s senior managers will receive excessive
compensation.  The plaintiff seeks injunctive relief barring consummation of the proposed merger or, in the alternative, rescission
following consummation.  The plaintiff also seeks compensatory damages.
A virtually identical action was filed on February 11, 2005, also in Delaware state court.  A motion to consolidate the two actions
is pending.  It is possible that other, similar actions will be filed.
The Company and the other named defendants believe the allegations are without merit and intend to vigorously defend the actions.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
THE GILLETTE COMPANY
By:
/s/ William J. Mostyn III
William J. Mostyn III
Secretary
March 15, 2005