As Filed with the Securities and Exchange Commission on April 25 1994
                                      Registration No. 33-     

                 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 incorporation  
incorporation or organization          Identification Number)

                      Prudential Tower Building
                          Boston, MA  02199
                           (617) 421-7000

(Address, including zip code, and telephone number, including area 
                code, of principal executive offices)

    The Gillette Company Outside Directors' Stock Ownership Plan
                        (Full Title of Plan)

                              Secretary
                        The Gillette Company
                      Prudential Tower Building
                    Boston, Massachusetts  02199
                           (617) 421-7000

(Name, address, including zip code, and telephone number including 
                  area code, of agent for service)

                             Copies to:
                      Joseph E. Mullaney, Esq.
                        The Gillette Company
                      Prudential Tower Building
                    Boston, Massachusetts  02199
                           (617) 421-7868

                CALCULATION OF REGISTRATION FEE

                                      Proposed  Proposed
                                      maximum   maximum
Title of each class of   Amount to    offering  aggregate   Amount
securities to be            be        price per offering    of registration
registered               registered   share(1)  price)1)    fee            

Common Stock, $1.00 par  25,000 shs.  $62.93    $1,573.438  $314.69
value                                 

(1) Estimated solely for purposes of calculating the registration fee 
    pursuant to Rule 457(c) of the Securities Act of 1933.

                      Exhibit Index on page 12
                         Page 1 of 16 pages.
<PAGE>
                               PART II
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The Gillette Company (the "Registrant" or the "Company") 
hereby incorporates the following documents herein by reference:

    (a)  The Company's Annual Report on Form 10-K for the fiscal 
year ended December 31, 1993.
    (b)  The Company's Current Report on Form 8-K dated August 
5, 1993.
    (c)  The Company's Current Report on Form 8-K dated May 7, 
1993, as amended by the Company's Current Report on Form 8-K/A 
dated June 14, 1993.
    (d)  The Company's Current Report on Form 8-K dated December 
30, 1985, as amended by the Company's Form 8 dated January 18, 
1990.
    (e)  The Company's Current Report on Form 8-K dated January 
10, 1994.

   All documents subsequently filed by the Registrant pursuant to 
Section 13(a), Section 13(c), Section 14 and Section 15(d) of the 
Exchange Act prior to the filing of a post-effective amendment to 
this registration statement that indicates that all securities 
offered have been sold or which deregisters all securities then 
remaining unsold, shall be deemed incorporated herein by reference 
from the date of filing of such documents.

Item 4. Description of Securities.

                    DESCRIPTION OF CAPITAL STOCK

   The authorized capital stock of the Company consists of 
580,000,000 shares of Common Stock and 5,000,000 shares of preferred 
stock, without par value.

Common Stock

   Subject to the preferences of any outstanding preferred stock, the 
holders of Common Stock are entitled to receive dividends when and as 
declared by the Board of Directors and paid by the Company.  The 
holders of Common Stock are entitled to one vote per share and to 
share ratably, after provision for payment of creditors and for any 
payments to which the holders of any outstanding preferred stock may 
be entitled, in the assets of the Company in the event of any 
liquidation, dissolution or winding-up of the Company.  There is no 
cumulative voting.  Other than the Rights referred to below, holders 
of Common Stock have no preemptive or other subscription rights, and 
there are no conversion, redemption or sinking fund provisions 
applicable thereto.  The Board of Directors is authorized to issue 
from time to time all of the authorized and unissued shares of Common 
Stock.



                                - 2 -
<PAGE>
   At April 20, 1994, 221,039,159 shares of Common Stock were 
outstanding and held of record by approximately 29,127 holders.

Preferred Stock

   The Board of Directors is authorized to fix the terms of one or 
more series of the class of preferred stock and to issue from time to 
time any or all of the authorized and unissued shares of preferred 
stock.  Issues of preferred stock may limit or qualify the rights of 
holders of the Common Stock.

   On January 17, 1990, pursuant to the Company's Employee Stock 
Ownership Plan (the "ESOP"), the Company sold to the ESOP 165,872 
shares of a new issue of Series C Cumulative Convertible Preferred 
Stock (the "Series C Stock") for $100 million, or $602.875 per share.  
The shares of Series C Stock pay an annual dividend of 8% and will be 
allocated to eligible employees over a ten-year period, which began 
in September 1990.  Each share of Series C Stock is entitled to vote 
as if it were converted to Common Stock and is convertible into 20 
shares of Common Stock at a conversion price of $30.14375 per share.  
Each share of Series C Stock is currently entitled to five of the 
Rights referred to below.  No dividends may be paid on the Series A 
Stock referred to below and the Common Stock unless full cumulative 
dividends on the Series C Stock have been paid, and in the event of 
the liquidation, dissolution or winding up of the Company, no 
distribution may be made on the Series A Stock or the Common Stock 
before a liquidating distribution equal to $602,875 plus accumulated 
and unpaid dividends is made on each outstanding share of Series C 
Stock.

   At April 20, 1994, 164,118.1509 shares of Series C Stock were 
outstanding and held of record by the ESOP trustee.  At current 
conversion rates, these shares of Series C Stock are convertible into 
3,282,363 shares of Common Stock.

Certain Provisions of the Certificate of
Incorporation, Bylaws and Delaware Law

   Under Article 9 of the Certificate of Incorporation of the Company 
and the related provisions of Article XIII of the bylaws of the 
Company, the Board of Directors of the Company is classified into 
three classes as nearly equal in number as possible, with one class 
being elected each year for a three-year term.  A director may only 
be removed for cause and only by the majority vote of the outstanding 
shares entitled to vote.  The affirmative vote of at least 75% of the 
votes of the shares entitled to vote is required to amend or repeal 
Article 9 of the Certificate of Incorporation or Article XIII of the 
bylaws or to adopt any provision inconsistent therewith.




                                - 3 -
<PAGE>
   The bylaws provide that special meetings of stockholders may be 
called only by the Chief Executive Officer or the Board of Directors 
of the Company.  The bylaws also provide that in general stockholder 
proposals intended to be presented at a meeting of stockholders, 
including proposals for the nomination of directors, must be received 
by the Company 60 days in advance of the meeting.

   The Company's bylaws contain provisions requiring the Company to 
indemnify any director, officer, employee or agent to the full extent 
permitted under Delaware law.  The Company's Certificate of 
Incorporation provides that a director of the Company shall not be 
personally liable to the Company or its stockholders for monetary 
damages arising out of the director's breach of that person's 
fiduciary duty as a director, except to the extent that Delaware law 
does not permit exemption from such liability.

   The Board of Directors is expressly authorized to adopt, amend or 
repeal the bylaws of the Company, except as provided in the 
Certificate of Incorporation and subject to the power of the 
stockholders to adopt, amend or repeal the bylaws.

   The Company is subject to the provisions of Section 203 of the 
General Corporation Law of Delaware.  In general, this statute 
prohibits a publicly-held Delaware corporation from engaging in a 
"business combination" with an "interested stockholder" for a period 
of three years after the date of the transaction in which the person 
becomes an interested stockholder, unless the business combination is 
approved in a prescribed manner.  An "interested stockholder" is a 
person who, together with affiliates and associates, owns (or within 
the prior three years did own) 15% or more of the corporation's 
voting stock.

Rights Agreement

   The Company has outstanding preferred stock purchase rights (the 
"Rights").  Upon the occurrence of certain events, each Right may be 
exercised to purchase one two-hundredth of a share of Series A junior 
participating preferred stock (the "Series A Stock") for $160.  The 
Rights were issued pursuant to a Rights Agreement dated as of 
November 26, 1986, and amended and restated as of January 17, 1990, 
between the Company and The First National Bank of Boston (the 
"Rights Agreement").

   The Rights only become exercisable, or separately transferable, 
ten days after a person acquires 20% or more, or ten business days 
after a tender offer commences which could result in ownership by a 
person of more than 30%, of the outstanding shares of Common Stock.  
If any person acquires 30% or more of the outstanding shares of 
Common Stock (except in an offer for all Common Stock which has been 
approved by the Board of Directors), or in the event of certain 
mergers or other transactions involving a 20% or more stockholder, 
each Right not owned by that person or related parties will enable 
its holder to purchase, at the Right's exercise price, Common Stock 
(or a combination of Common Stock and other assets) valued at $320.  
In the event of certain merger or asset sale transactions with 
another party, similar terms would apply to the purchase of that 
party's common stock.

                                - 4 -
<PAGE>
   The Rights, which have no voting power, expire on December 9, 
1996.  Upon approval by the Board of Directors, the Rights may be 
redeemed for $.01 each under certain conditions which may change 
after any person becomes a 20% stockholder.  At April 20, 1994, the 
Company had Rights outstanding as follows:  one quarter of a Right 
for each outstanding share of Common Stock and a total of 820,591 
Rights for the outstanding shares of Series C Stock.

   The Board of Directors has reserved 400,000 shares of Series A 
Stock for issuance upon exercise of the Rights, which will have the 
following terms.  Each share of Series A Stock will be entitled, 
subject to the rights of holders of any other series of preference 
stock having superior rights, to receive cumulative quarterly cash 
dividends payable on the fifteenth day of January, April, July and 
October in each year equal to the greater of (a) $20.00, or (b) 
subject to certain anti-dilution adjustments, 100 times the aggregate 
per share amount of all cash dividends, and 100 times the aggregate 
per share amount (payable in kind) of all non-cash dividends or other 
distributions other than a dividend payable in shares of Common 
Stock, declared on the Common Stock since the immediately preceding 
quarterly dividend payment date on the Series A Stock.  Accrued but 
unpaid dividends shall not bear interest.

   Holders of shares of Series A Stock shall, subject to certain 
anti-dilution adjustments, be entitled to 100 votes on all matters 
submitted to a vote of the Company's stockholders, voting together 
with the Common Stock as a single class, except as otherwise required 
by law.  In the event that, at the time of any annual meeting of 
stockholders for the election of directors, the amount of dividends 
in arrears upon the Series A Stock shall be equal to six full 
quarterly dividends, the holders of shares of Series A Stock, voting 
separately as a class, shall have the right to elect two members of 
the Board of Directors, which right shall continue until all accrued 
dividends shall have been paid.  In addition, during such time as 
dividends on the Series A Stock are in arrears as set forth above, 
the terms of the Series A Stock limit the Company's ability to pay 
dividends and to redeem or repurchase or otherwise acquire shares of 
its stock.

   Upon any liquidation (voluntary or otherwise), dissolution or 
winding up of the Company, holders of Series A Stock shall be 
entitled to receive, before any distribution is made with respect to 
shares of stock ranking junior to the Series A Stock, an amount equal 
to the greater of (a) $200.00 per share, or (b) subject to certain 
anti-dilution adjustments, 100 times the aggregate per share amount 
to be distributed to holders of the Common Stock.

   In the event of any consolidation, merger, combination or other 
transaction in which the shares of Common Stock are exchanged for or 
changed into other stock or securities, cash and/or other property, 
then in any such case the shares of Series A Stock shall be similarly 
exchanged or changed in an amount per share, subject to certain 
anti-dilution adjustments, equal to 100 times the aggregate amount of 
stock, securities, cash and/or any other property (payable in kind), 
as the case may be, into which or for which each share of Common 
Stock is changed or exchanged.


                                - 5 -
<PAGE>
   The shares of Series A Stock will rank pari passu with (or, if 
determined by the Board of Directors, junior and subordinate to) all 
other series of preference stock of the Company with respect to 
dividends and/or liquidation preference.

   The Series A Stock may be issued in fractional shares, and is not 
subject to mandatory redemption.

   A copy of the Rights Agreement has been filed with the Securities 
and Exchange Commission as an Exhibit to the Company's Form 8 dated 
January 18, 1990.  A copy of the Rights Agreement is available free 
of charge from the Company.  This summary description of the Rights 
does not purport to be complete and is qualified in its entirety by 
reference to the Rights Agreement, which is hereby incorporated 
herein by reference.

   In the opinion of counsel for the Company, the shares of Common 
Stock previously issued and held in the treasury of the Company and 
any authorized but unissued shares of Common Stock, when sold 
pursuant to the plan, will be legally issued, fully paid, and 
nonassessable.

Item 5. Interests of Named Experts and Counsel.

   The validity of the shares of Common Stock offered hereby has been 
passed upon for the Company by Joseph E. Mullaney, Vice Chairman of 
the Board of Directors.  On March 31, 1994, Mr. Mullaney owned 
directly or indirectly or had exercisable options to purchase a total 
of 125,761 shares of Gillette Common Stock, including vested shares 
held for his account under The Gillette Company Employees' Savings 
Plan and Employee Stock Ownership Plan.

Item 6. Indemnification of Directors and Officers.

   Delaware law empowers a corporation to indemnify any person who 
was or is a party or is threatened to be made a party to any 
threatened, pending or completed action, suit or proceeding, whether 
civil, criminal, administrative or investigative (other than an 
action by or in the right of the corporation) by reason of the fact 
that that person is or was a director, officer, employee or agent of 
the corporation or is or was serving at the request of the 
corporation as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise 
(including employee benefits plans) against expenses (including 
attorneys' fees), judgments, fines and amounts paid in settlement 
actually and reasonably incurred by that person in connection with 
that action, suit or proceeding, to the extent that that person (i) 
acted in good faith and in a manner that person reasonably believed 
to be in or not opposed to the best interests of the corporation 
(including with respect to any employee benefit plan actions in good 
faith and in a manner reasonably believed to be in the interests of 
the beneficiaries of that employee benefit plan), and (ii) with 
respect to any criminal action or proceeding, had no reasonable cause 
to believe that the conduct was unlawful.


                                - 6 -
<PAGE>
   Delaware law also empowers a corporation to indemnify any person 
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 by reason of the 
fact that the person acted in any of the capacities set forth above 
(that is, a derivative action or suit) against expenses (including 
attorneys' fees) actually and reasonably incurred by that person in 
connection with the defense or settlement of such an action or suit 
if that person acted under similar standards, except that no 
indemnification may be made in respect of any claim, issue or matter 
as to which that person has been adjudged to be liable to the 
corporation unless and to the extent that the Court of Chancery or 
the court in which the action or suit was brought determines that, 
despite the adjudication of liability but in view of all the 
circumstances of the case, that person is fairly and reasonably 
entitled to indemnity for such expenses as the court deems proper.

   Delaware law further provides that (i) to the extent a director, 
officer, employee or agent of a corporation has been successful in 
the defense of any action suit or proceeding referred to above or in 
the defense of any claim, issue or matter in any such action, suit or 
proceeding, that person shall be indemnified against expenses 
(including attorneys' fees) actually and reasonably incurred by that 
person in connection with that claim, issue or matter, (ii) 
indemnification provided for by Delaware law shall not be deemed 
exclusive of any other rights to which the indemnified party may be 
entitled, and (iii) a corporation may purchase and maintain insurance 
on behalf of a director, officer, employee or agent of a corporation 
against any liability asserted against that person or incurred by 
that person in any such capacity or arising out of that person's 
status as such whether or not the corporation would have the power to 
indemnify against such liabilities under Delaware law.

   Delaware law also provides that determinations with respect to 
indemnification shall be made (i) by the board of directors of a 
corporation by a majority vote of a quorum consisting of directors 
who were not parties to the action, suit or proceeding, (ii) by 
independent legal counsel in a written opinion in cases where a 
quorum is not obtainable, or, even if obtainable when a quorum of 
disinterested directors so directs, or (iii) by the stockholders of 
the corporation.

   The Company's bylaws allow advances of litigation expenses without 
further action by the board of directors.

   The Company's bylaws contain provisions requiring the Company to 
indemnify any director, officer, employee or agent to the full extent 
permitted under Delaware law and authorizing the Company to obtain 
insurance on behalf of any such director, officer, employee or agent 
against liabilities, whether or not the Company would have the power 
to indemnify under Delaware law and the Company's bylaws.


                                - 7 -
<PAGE>
   The Company's bylaws also specify that any right to 
indemnification or advancement of expenses under them continues as to 
a person who has ceased to be a director, officer, employee or agent 
and inures to the benefit of that person's heirs, executors and 
administrators.

   The Company has obtained Directors' and Officers' Liability 
Insurance and Company Reimbursement Liability Insurance which include 
insurance against certain civil liabilities, including certain 
liabilities under the federal securities laws.  The Company also has 
Pension and Welfare Fund Fiduciary Responsibility Insurance policies 
which insure directors, officers and employees of the Company against 
liabilities while acting within the scope of their fiduciary duties 
on behalf of the Company's Retirement Plan, Employees' Savings Plan 
and other insured employee benefit plans.

   Article 10.A of the Company's Certificate of Incorporation 
provides that a director of the Company shall not be personally 
liable to the Company or its stockholders for monetary damages 
arising out of the director's breach of that person's fiduciary duty 
as a director, except to the extent that Delaware law does not permit 
exemption from such liability.  Article 10.A does not eliminate the 
fiduciary duty of directors or affect their liability to anyone other 
than the Company or its stockholders; instead, Article 10.A is 
designed only to limit or eliminate the personal liability of 
directors for monetary damages to the Company or the stockholders to 
the maximum extent permitted by Delaware law as it now exists or may 
be amended in the future.

   Current Delaware law contains express limitations on the ability 
to limit or eliminate liability to a corporation or its stockholders.  
Under these limitations, which Article 10.A incorporates by 
reference, a director remains potentially liable for monetary damages 
to the corporation or the stockholders for (i) breach of the 
director's duty of loyalty, (ii) acts or omissions not in good faith 
or which involve intentional misconduct or a knowing violation of 
law, (iii) an improper payment of a dividend or an improper 
repurchase of the corporation's stock, as provided in Section 174 of 
the Delaware General Corporation Law, or (iv) any transaction from 
which a director derives an improper personal benefit.

Item 7. Exemption From Registration Claimed.
   Not applicable.

Item 8. Exhibits.
Exhibit
5.         Opinion of Joseph E. Mullaney, as counsel for the 
           Company, as to the legality of the securities being 
           registered (filed herewith).

23.1    Consent of KPMG Peat Marwick (filed herewith).

23.2    Consent of Coopers & Lybrand (filed herewith).

24.1    Power of Attorney (included on page 11 of this 
        registration statement under the caption "Power of 
        Attorney").

                             - 8 -
<PAGE>
Item 9. Undertakings.


    The undersigned registrant hereby undertakes:

    (1)  To file during any period in which offers or sales are 
being made of the securities registered hereby a post-effective 
amendment to this registration statement:

        (i)  To include any prospectus required by Section 
10(a)(3) of the Securities Act of 1933;

        (ii)  To reflect in the prospectus any facts or events 
arising after the effective date of this 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 this registration statement;

        (iii)  To include any material information with respect 
to the plan of distribution not previously disclosed in this 
registration statement or any material change to such 
information in this registration statement;provided, however, 
that the undertakings set forth in paragraphs (i) and (ii) above 
do 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 Securities Exchange Act of 1934 that are 
incorporated by reference in this registration statement.

        (2)  That, for the purpose of determining any liability 
under the Securities Act of 1933, each post- effective amendment 
that contains a form of prospectus shall be deemed to be a new 
registration statement relating to the securities offered 
therein, and the offering of such securities at that time shall 
be deemed to be the initial bona fide offering thereof.

        (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.

        (4)  That, for purposes of determining any liability 
under the Securities Act of 1933, each filing of the 
registrant's annual report pursuant to Section 13(a) or Section 
15(d) of the Securities Exchange Act of 1934 that is 
incorporated by reference in this 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.




                             - 9 -
<PAGE>
        Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 may be permitted to directors, 
officers and controlling persons of the registrant pursuant to 
the provisions described in Item 6 above, 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 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 Registrants in the successful 
defense of any action, suit or proceeding) is asserted by such 
director, officer or controlling person in connection with the 
securities being registered, the registrant will, unless in the 
opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Act and will be 
governed by the final adjudication of such issue.

                           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 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, Commonwealth of Massachusetts, on the 20th 
day of April, 1994.

                              THE GILLETTE COMPANY


                              By:JOSEPH E. MULLANEY         
                                 Joseph E. Mullaney
                                 Vice Chairman of the Board
                       POWER OF ATTORNEY

        Pursuant to the requirements of the Securities Act of 
1933, this Registration Statement has been signed below by the 
following persons in the capacities and on the dates indicated.  
Each person whose signature appears below hereby authorizes and 
constitutes Thomas F. Skelly and Joseph E. Mullaney, and each of 
them singly, his true and lawful attorneys with full power to 
them, and each of them singly, to sign for him and in his name 
in the capacities indicated below any and all amendments 
(including post-effective amendments) to this Registration 
Statement and to file the same, with exhibits thereto, and other 
documents in connection therewith, and he hereby ratifies and 
confirms his signature as it may be signed by said attorneys, or 
any of them, to any and all such amendments.
SIGNATURE                 CAPACITY IN WHICH SIGNED        DATE    

ALFRED M. ZEIEN                                              
Alfred M. Zeien           Principal Executive Officer:    March 17, 1994
                          Chairman of the Board of          
                          Directors and Chief                
                          Executive Officer
                                  - 10 -
<PAGE>
SIGNATURE                 CAPACITY IN WHICH SIGNED        DATE    

THOMAS F. SKELLY                                             
Thomas F. Skelly          Principal Financial Officer:    March 17, 1994
                          Senior Vice President and               
                          Chief Financial Officer                 
                                                             

ANTHONY S. LUCAS                                             
Anthony S. Lucas          Principal Accounting Officer:   March 17, 1994
                          Vice President and Controller           

JOSEPH E. MULLANEY                                                
Joseph E. Mullaney        Director                        March 17, 1994
                                                                  


WARREN E. BUFFETT                                             
Warren E. Buffett         Director                        March 17, 1994


LAWRENCE E. FOURAKER                                         
Lawrence E. Fouraker      Director                        March 17, 1994


WILBUR H. GANTZ                                              
Wilbur H. Gantz           Director                        March 17, 1994
                          


MICHAEL B. GIFFORD                                        
Michael B. Gifford        Director                        March 17, 1994
                           

CAROL R. GOLDBERG                                                 
Carol R. Goldberg         Director                        March 17, 1994


HERBERT H. JACOBI                                                 
Herbert H. Jacobi         Director                        March 17, 1994 


RICHARD R. PIVIROTTO                                      
Richard R. Pivirotto      Director                        March 17, 1994 


JUAN M. STETA                                                     
Juan M. Steta             Director                        March 17, 1994 


ALEXANDER B. TROWBRIDGE                                   
Alexander B. Trowbridge   Director                        March 17, 1994 


JOSEPH F. TURLEY                                                  
Joseph F. Turley          Director                        March 17, 1994 


                                  - 11 -
<PAGE>
                              EXHIBIT INDEX


NUMBER                 TITLE OF EXHIBIT                        



   5.      Opinion of Joseph E. Mullaney, as counsel for
           the Company, as to the legality of the securities
           being registered (filed herewith).

  23.1     Consent of KPMG Peat Marwick (filed herewith).


  23.2     Consent of Coopers & Lybrand (filed herewith).


  24.1     Powers of Attorney (included on page 11 of
           this registration statement under the caption
           "Power of Attorney").

































                                - 12 -
<PAGE>

Exhibit 5




April 20, 1994



The Gillette Company
Prudential Tower Building
Boston, MA 02199

     The Gillette Company Outside Directors Stock Ownership Plan

Gentlemen:

In connection with the registration under the Securities Act of 
1933 of 25,000 shares of Common Stock of The Gillette Company 
("the Company") which may be distributed to directors under the 
Outside Directors Stock Ownership Plan as proposed to be 
approved by the shareholders on April 21, 1994 ("the Plan"), the 
Company has requested my opinion as to the validity of the 
shares of Common Stock which may be distributed.

I am the Vice Chairman of the Company.  In rendering this 
opinion, I am relying in part upon prior opinions of counsel for 
the Company and in part upon my own knowledge of the affairs of 
the Company since those opinions were rendered.  Also, I am 
assuming approval by the shareholders on April 21, 1994 of the 
Plan.  I am familiar with the Plan, with resolutions of the 
Board of Directors and of the Personnel Committee of the Board 
of Directors relating to the Plan, and with the forms to be used 
under the Plan and I have examined such other documents as I 
have deemed necessary for purposes of this opinion.

Based upon the foregoing, I am of the opinion that:

     1.  The Company is a duly organized and validly existing 
corporation under the laws of the state of Delaware, where the 
Company is incorporated.

     2.  580,000,000 shares of Common Stock of the Company, par 
value $1 per share, are presently authorized.

     3.  278,734,659 shares of the Common Stock of the Company, 
par value $1 per share, issued on the date hereof (including 
57,695,503 shares in the treasury of the Company) are legally 
issued, fully paid, and nonassessable.



                             - 13 -
<PAGE>
The Gillette Company Outside Directors Stock Ownership Plan
April 20, 1994
Page 2





     4.  Shares of the Common Stock of the Company, par value $1 
per share, previously issued and held in the treasury of the 
Company, when distributed in accordance with the provisions of 
the Plan and the applicable resolutions of the Board of 
Directors and the Personnel Committee of the Board of Directors, 
will be legally issued, fully paid and nonassessable.

     5.  Authorized shares of Common Stock, par value $1 per 
share, when distributed in accordance with the provisions of the 
Plan and the applicable resolutions of the Board of Directors 
and the Personnel Committee of the Board of Directors, will be 
legally issued, fully paid and nonassessable.

I understand that this opinion is to be used in connection with 
the Registration Statement on Form S-8 under the Securities Act 
of 1933 relating to the distribution of shares of the Common 
Stock of the Company under the Plan.  I consent to the filing of 
this opinion as an exhibit to the Registration Statement and any 
amendments thereto, and to the use of my name in the 
Registration Statement and any amendment thereto and in the 
related Prospectus.

Very truly yours,



JOSEPH E. MULLANEY            
Joseph E. Mullaney



















                             - 14 -
<PAGE>

Exhibit 23.1


CONSENT OF INDEPENDENT ACCOUNTANTS


To the stockholders and Board of Directors
of The Gillette Company


We consent to the incorporation by reference herein of our 
reports dated January 27, 1994 relating to the consolidated 
balance sheets of The Gillette Company and subsidiary companies 
as of December 31, 1993 and 1992, and the related consolidated 
statements of income and earnings reinvested in the business and 
cash flows and related schedules for each of the years in the 
three-year period ended December 31, 1993, which reports appear 
or are incorporated by reference in the December 31, 1993 annual 
report on Form 10-K of The Gillette Company.

KPMG PEAT MARWICK

Boston, Massachusetts
April 22, 1994


























                             - 15 -
<PAGE>

Exhibit 23.2


CONSENT OF INDEPENDENT ACCOUNTANTS


To the stockholders and Board of Directors
of The Gillette Company


We consent to the incorporation by reference in the registration 
statement of The Gillette Company on Form S-8 (File No. 33-       
  ), relating to the registration of 25,000 shares of common 
stock at $1.00 par value, of our report dated 12 May 1993 on our 
audit of the consolidated financial statements of Parker Pen 
Holdings Limited, as of 28 February 1993, and for the year ended 
28 February 1993, which report is included in the Form 8-K/A 
dated 14 June 1993.



Coopers & Lybrand               
COOPERS & LYBRAND


Maidstone, England
April 21, 1994




























                             - 16 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 36329}]
{"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": "033-53257", "film-number": "94524167"}, "business-address": {"street1": "3900 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"}}
As Filed with the Securities and Exchange Commission on April 25 1994
                                      Registration No. 33-     

                 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 incorporation  
incorporation or organization          Identification Number)

                      Prudential Tower Building
                          Boston, MA  02199
                           (617) 421-7000

(Address, including zip code, and telephone number, including area 
                code, of principal executive offices)

    The Gillette Company Outside Directors' Stock Ownership Plan
                        (Full Title of Plan)

                              Secretary
                        The Gillette Company
                      Prudential Tower Building
                    Boston, Massachusetts  02199
                           (617) 421-7000

(Name, address, including zip code, and telephone number including 
                  area code, of agent for service)

                             Copies to:
                      Joseph E. Mullaney, Esq.
                        The Gillette Company
                      Prudential Tower Building
                    Boston, Massachusetts  02199
                           (617) 421-7868

                CALCULATION OF REGISTRATION FEE

                                      Proposed  Proposed
                                      maximum   maximum
Title of each class of   Amount to    offering  aggregate   Amount
securities to be            be        price per offering    of registration
registered               registered   share(1)  price)1)    fee            

Common Stock, $1.00 par  25,000 shs.  $62.93    $1,573.438  $314.69
value                                 

(1) Estimated solely for purposes of calculating the registration fee 
    pursuant to Rule 457(c) of the Securities Act of 1933.

                      Exhibit Index on page 12
                         Page 1 of 16 pages.
PART II
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The Gillette Company (the "Registrant" or the "Company") 
hereby incorporates the following documents herein by reference:

    (a)  The Company's Annual Report on Form 10-K for the fiscal 
year ended December 31, 1993.
    (b)  The Company's Current Report on Form 8-K dated August 
5, 1993.
    (c)  The Company's Current Report on Form 8-K dated May 7, 
1993, as amended by the Company's Current Report on Form 8-K/A 
dated June 14, 1993.
    (d)  The Company's Current Report on Form 8-K dated December 
30, 1985, as amended by the Company's Form 8 dated January 18, 
1990.
    (e)  The Company's Current Report on Form 8-K dated January 
10, 1994.

   All documents subsequently filed by the Registrant pursuant to 
Section 13(a), Section 13(c), Section 14 and Section 15(d) of the 
Exchange Act prior to the filing of a post-effective amendment to 
this registration statement that indicates that all securities 
offered have been sold or which deregisters all securities then 
remaining unsold, shall be deemed incorporated herein by reference 
from the date of filing of such documents.

Item 4. Description of Securities.

                    DESCRIPTION OF CAPITAL STOCK

   The authorized capital stock of the Company consists of 
580,000,000 shares of Common Stock and 5,000,000 shares of preferred 
stock, without par value.

Common Stock

   Subject to the preferences of any outstanding preferred stock, the 
holders of Common Stock are entitled to receive dividends when and as 
declared by the Board of Directors and paid by the Company.  The 
holders of Common Stock are entitled to one vote per share and to 
share ratably, after provision for payment of creditors and for any 
payments to which the holders of any outstanding preferred stock may 
be entitled, in the assets of the Company in the event of any 
liquidation, dissolution or winding-up of the Company.  There is no 
cumulative voting.  Other than the Rights referred to below, holders 
of Common Stock have no preemptive or other subscription rights, and 
there are no conversion, redemption or sinking fund provisions 
applicable thereto.  The Board of Directors is authorized to issue 
from time to time all of the authorized and unissued shares of Common 
Stock.

                                - 2 -
At April 20, 1994, 221,039,159 shares of Common Stock were 
outstanding and held of record by approximately 29,127 holders.

Preferred Stock

   The Board of Directors is authorized to fix the terms of one or 
more series of the class of preferred stock and to issue from time to 
time any or all of the authorized and unissued shares of preferred 
stock.  Issues of preferred stock may limit or qualify the rights of 
holders of the Common Stock.

   On January 17, 1990, pursuant to the Company's Employee Stock 
Ownership Plan (the "ESOP"), the Company sold to the ESOP 165,872 
shares of a new issue of Series C Cumulative Convertible Preferred 
Stock (the "Series C Stock") for $100 million, or $602.875 per share.  
The shares of Series C Stock pay an annual dividend of 8% and will be 
allocated to eligible employees over a ten-year period, which began 
in September 1990.  Each share of Series C Stock is entitled to vote 
as if it were converted to Common Stock and is convertible into 20 
shares of Common Stock at a conversion price of $30.14375 per share.  
Each share of Series C Stock is currently entitled to five of the 
Rights referred to below.  No dividends may be paid on the Series A 
Stock referred to below and the Common Stock unless full cumulative 
dividends on the Series C Stock have been paid, and in the event of 
the liquidation, dissolution or winding up of the Company, no 
distribution may be made on the Series A Stock or the Common Stock 
before a liquidating distribution equal to $602,875 plus accumulated 
and unpaid dividends is made on each outstanding share of Series C 
Stock.

   At April 20, 1994, 164,118.1509 shares of Series C Stock were 
outstanding and held of record by the ESOP trustee.  At current 
conversion rates, these shares of Series C Stock are convertible into 
3,282,363 shares of Common Stock.

Certain Provisions of the Certificate of
Incorporation, Bylaws and Delaware Law

   Under Article 9 of the Certificate of Incorporation of the Company 
and the related provisions of Article XIII of the bylaws of the 
Company, the Board of Directors of the Company is classified into 
three classes as nearly equal in number as possible, with one class 
being elected each year for a three-year term.  A director may only 
be removed for cause and only by the majority vote of the outstanding 
shares entitled to vote.  The affirmative vote of at least 75% of the 
votes of the shares entitled to vote is required to amend or repeal 
Article 9 of the Certificate of Incorporation or Article XIII of the 
bylaws or to adopt any provision inconsistent therewith.

                                - 3 -
The bylaws provide that special meetings of stockholders may be 
called only by the Chief Executive Officer or the Board of Directors 
of the Company.  The bylaws also provide that in general stockholder 
proposals intended to be presented at a meeting of stockholders, 
including proposals for the nomination of directors, must be received 
by the Company 60 days in advance of the meeting.

   The Company's bylaws contain provisions requiring the Company to 
indemnify any director, officer, employee or agent to the full extent 
permitted under Delaware law.  The Company's Certificate of 
Incorporation provides that a director of the Company shall not be 
personally liable to the Company or its stockholders for monetary 
damages arising out of the director's breach of that person's 
fiduciary duty as a director, except to the extent that Delaware law 
does not permit exemption from such liability.

   The Board of Directors is expressly authorized to adopt, amend or 
repeal the bylaws of the Company, except as provided in the 
Certificate of Incorporation and subject to the power of the 
stockholders to adopt, amend or repeal the bylaws.

   The Company is subject to the provisions of Section 203 of the 
General Corporation Law of Delaware.  In general, this statute 
prohibits a publicly-held Delaware corporation from engaging in a 
"business combination" with an "interested stockholder" for a period 
of three years after the date of the transaction in which the person 
becomes an interested stockholder, unless the business combination is 
approved in a prescribed manner.  An "interested stockholder" is a 
person who, together with affiliates and associates, owns (or within 
the prior three years did own) 15% or more of the corporation's 
voting stock.

Rights Agreement

   The Company has outstanding preferred stock purchase rights (the 
"Rights").  Upon the occurrence of certain events, each Right may be 
exercised to purchase one two-hundredth of a share of Series A junior 
participating preferred stock (the "Series A Stock") for $160.  The 
Rights were issued pursuant to a Rights Agreement dated as of 
November 26, 1986, and amended and restated as of January 17, 1990, 
between the Company and The First National Bank of Boston (the 
"Rights Agreement").

   The Rights only become exercisable, or separately transferable, 
ten days after a person acquires 20% or more, or ten business days 
after a tender offer commences which could result in ownership by a 
person of more than 30%, of the outstanding shares of Common Stock.  
If any person acquires 30% or more of the outstanding shares of 
Common Stock (except in an offer for all Common Stock which has been 
approved by the Board of Directors), or in the event of certain 
mergers or other transactions involving a 20% or more stockholder, 
each Right not owned by that person or related parties will enable 
its holder to purchase, at the Right's exercise price, Common Stock 
(or a combination of Common Stock and other assets) valued at $320.  
In the event of certain merger or asset sale transactions with 
another party, similar terms would apply to the purchase of that 
party's common stock.

                                - 4 -
The Rights, which have no voting power, expire on December 9, 
1996.  Upon approval by the Board of Directors, the Rights may be 
redeemed for $.01 each under certain conditions which may change 
after any person becomes a 20% stockholder.  At April 20, 1994, the 
Company had Rights outstanding as follows:  one quarter of a Right 
for each outstanding share of Common Stock and a total of 820,591 
Rights for the outstanding shares of Series C Stock.

   The Board of Directors has reserved 400,000 shares of Series A 
Stock for issuance upon exercise of the Rights, which will have the 
following terms.  Each share of Series A Stock will be entitled, 
subject to the rights of holders of any other series of preference 
stock having superior rights, to receive cumulative quarterly cash 
dividends payable on the fifteenth day of January, April, July and 
October in each year equal to the greater of (a) $20.00, or (b) 
subject to certain anti-dilution adjustments, 100 times the aggregate 
per share amount of all cash dividends, and 100 times the aggregate 
per share amount (payable in kind) of all non-cash dividends or other 
distributions other than a dividend payable in shares of Common 
Stock, declared on the Common Stock since the immediately preceding 
quarterly dividend payment date on the Series A Stock.  Accrued but 
unpaid dividends shall not bear interest.

   Holders of shares of Series A Stock shall, subject to certain 
anti-dilution adjustments, be entitled to 100 votes on all matters 
submitted to a vote of the Company's stockholders, voting together 
with the Common Stock as a single class, except as otherwise required 
by law.  In the event that, at the time of any annual meeting of 
stockholders for the election of directors, the amount of dividends 
in arrears upon the Series A Stock shall be equal to six full 
quarterly dividends, the holders of shares of Series A Stock, voting 
separately as a class, shall have the right to elect two members of 
the Board of Directors, which right shall continue until all accrued 
dividends shall have been paid.  In addition, during such time as 
dividends on the Series A Stock are in arrears as set forth above, 
the terms of the Series A Stock limit the Company's ability to pay 
dividends and to redeem or repurchase or otherwise acquire shares of 
its stock.

   Upon any liquidation (voluntary or otherwise), dissolution or 
winding up of the Company, holders of Series A Stock shall be 
entitled to receive, before any distribution is made with respect to 
shares of stock ranking junior to the Series A Stock, an amount equal 
to the greater of (a) $200.00 per share, or (b) subject to certain 
anti-dilution adjustments, 100 times the aggregate per share amount 
to be distributed to holders of the Common Stock.

   In the event of any consolidation, merger, combination or other 
transaction in which the shares of Common Stock are exchanged for or 
changed into other stock or securities, cash and/or other property, 
then in any such case the shares of Series A Stock shall be similarly 
exchanged or changed in an amount per share, subject to certain 
anti-dilution adjustments, equal to 100 times the aggregate amount of 
stock, securities, cash and/or any other property (payable in kind), 
as the case may be, into which or for which each share of Common 
Stock is changed or exchanged.

                                - 5 -
The shares of Series A Stock will rank pari passu with (or, if 
determined by the Board of Directors, junior and subordinate to) all 
other series of preference stock of the Company with respect to 
dividends and/or liquidation preference.

   The Series A Stock may be issued in fractional shares, and is not 
subject to mandatory redemption.

   A copy of the Rights Agreement has been filed with the Securities 
and Exchange Commission as an Exhibit to the Company's Form 8 dated 
January 18, 1990.  A copy of the Rights Agreement is available free 
of charge from the Company.  This summary description of the Rights 
does not purport to be complete and is qualified in its entirety by 
reference to the Rights Agreement, which is hereby incorporated 
herein by reference.

   In the opinion of counsel for the Company, the shares of Common 
Stock previously issued and held in the treasury of the Company and 
any authorized but unissued shares of Common Stock, when sold 
pursuant to the plan, will be legally issued, fully paid, and 
nonassessable.

Item 5. Interests of Named Experts and Counsel.

   The validity of the shares of Common Stock offered hereby has been 
passed upon for the Company by Joseph E. Mullaney, Vice Chairman of 
the Board of Directors.  On March 31, 1994, Mr. Mullaney owned 
directly or indirectly or had exercisable options to purchase a total 
of 125,761 shares of Gillette Common Stock, including vested shares 
held for his account under The Gillette Company Employees' Savings 
Plan and Employee Stock Ownership Plan.

Item 6. Indemnification of Directors and Officers.

   Delaware law empowers a corporation to indemnify any person who 
was or is a party or is threatened to be made a party to any 
threatened, pending or completed action, suit or proceeding, whether 
civil, criminal, administrative or investigative (other than an 
action by or in the right of the corporation) by reason of the fact 
that that person is or was a director, officer, employee or agent of 
the corporation or is or was serving at the request of the 
corporation as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise 
(including employee benefits plans) against expenses (including 
attorneys' fees), judgments, fines and amounts paid in settlement 
actually and reasonably incurred by that person in connection with 
that action, suit or proceeding, to the extent that that person (i) 
acted in good faith and in a manner that person reasonably believed 
to be in or not opposed to the best interests of the corporation 
(including with respect to any employee benefit plan actions in good 
faith and in a manner reasonably believed to be in the interests of 
the beneficiaries of that employee benefit plan), and (ii) with 
respect to any criminal action or proceeding, had no reasonable cause 
to believe that the conduct was unlawful.

                                - 6 -
Delaware law also empowers a corporation to indemnify any person 
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 by reason of the 
fact that the person acted in any of the capacities set forth above 
(that is, a derivative action or suit) against expenses (including 
attorneys' fees) actually and reasonably incurred by that person in 
connection with the defense or settlement of such an action or suit 
if that person acted under similar standards, except that no 
indemnification may be made in respect of any claim, issue or matter 
as to which that person has been adjudged to be liable to the 
corporation unless and to the extent that the Court of Chancery or 
the court in which the action or suit was brought determines that, 
despite the adjudication of liability but in view of all the 
circumstances of the case, that person is fairly and reasonably 
entitled to indemnity for such expenses as the court deems proper.

   Delaware law further provides that (i) to the extent a director, 
officer, employee or agent of a corporation has been successful in 
the defense of any action suit or proceeding referred to above or in 
the defense of any claim, issue or matter in any such action, suit or 
proceeding, that person shall be indemnified against expenses 
(including attorneys' fees) actually and reasonably incurred by that 
person in connection with that claim, issue or matter, (ii) 
indemnification provided for by Delaware law shall not be deemed 
exclusive of any other rights to which the indemnified party may be 
entitled, and (iii) a corporation may purchase and maintain insurance 
on behalf of a director, officer, employee or agent of a corporation 
against any liability asserted against that person or incurred by 
that person in any such capacity or arising out of that person's 
status as such whether or not the corporation would have the power to 
indemnify against such liabilities under Delaware law.

   Delaware law also provides that determinations with respect to 
indemnification shall be made (i) by the board of directors of a 
corporation by a majority vote of a quorum consisting of directors 
who were not parties to the action, suit or proceeding, (ii) by 
independent legal counsel in a written opinion in cases where a 
quorum is not obtainable, or, even if obtainable when a quorum of 
disinterested directors so directs, or (iii) by the stockholders of 
the corporation.

   The Company's bylaws allow advances of litigation expenses without 
further action by the board of directors.

   The Company's bylaws contain provisions requiring the Company to 
indemnify any director, officer, employee or agent to the full extent 
permitted under Delaware law and authorizing the Company to obtain 
insurance on behalf of any such director, officer, employee or agent 
against liabilities, whether or not the Company would have the power 
to indemnify under Delaware law and the Company's bylaws.

                                - 7 -
The Company's bylaws also specify that any right to 
indemnification or advancement of expenses under them continues as to 
a person who has ceased to be a director, officer, employee or agent 
and inures to the benefit of that person's heirs, executors and 
administrators.

   The Company has obtained Directors' and Officers' Liability 
Insurance and Company Reimbursement Liability Insurance which include 
insurance against certain civil liabilities, including certain 
liabilities under the federal securities laws.  The Company also has 
Pension and Welfare Fund Fiduciary Responsibility Insurance policies 
which insure directors, officers and employees of the Company against 
liabilities while acting within the scope of their fiduciary duties 
on behalf of the Company's Retirement Plan, Employees' Savings Plan 
and other insured employee benefit plans.

   Article 10.A of the Company's Certificate of Incorporation 
provides that a director of the Company shall not be personally 
liable to the Company or its stockholders for monetary damages 
arising out of the director's breach of that person's fiduciary duty 
as a director, except to the extent that Delaware law does not permit 
exemption from such liability.  Article 10.A does not eliminate the 
fiduciary duty of directors or affect their liability to anyone other 
than the Company or its stockholders; instead, Article 10.A is 
designed only to limit or eliminate the personal liability of 
directors for monetary damages to the Company or the stockholders to 
the maximum extent permitted by Delaware law as it now exists or may 
be amended in the future.

   Current Delaware law contains express limitations on the ability 
to limit or eliminate liability to a corporation or its stockholders.  
Under these limitations, which Article 10.A incorporates by 
reference, a director remains potentially liable for monetary damages 
to the corporation or the stockholders for (i) breach of the 
director's duty of loyalty, (ii) acts or omissions not in good faith 
or which involve intentional misconduct or a knowing violation of 
law, (iii) an improper payment of a dividend or an improper 
repurchase of the corporation's stock, as provided in Section 174 of 
the Delaware General Corporation Law, or (iv) any transaction from 
which a director derives an improper personal benefit.

Item 7. Exemption From Registration Claimed.
   Not applicable.

Item 8. Exhibits.
Exhibit
5.         Opinion of Joseph E. Mullaney, as counsel for the 
           Company, as to the legality of the securities being 
           registered (filed herewith).

23.1    Consent of KPMG Peat Marwick (filed herewith).

23.2    Consent of Coopers & Lybrand (filed herewith).

24.1    Power of Attorney (included on page 11 of this 
        registration statement under the caption "Power of 
        Attorney").

                             - 8 -
Item 9. Undertakings.

    The undersigned registrant hereby undertakes:

    (1)  To file during any period in which offers or sales are 
being made of the securities registered hereby a post-effective 
amendment to this registration statement:

        (i)  To include any prospectus required by Section 
10(a)(3) of the Securities Act of 1933;

        (ii)  To reflect in the prospectus any facts or events 
arising after the effective date of this 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 this registration statement;

        (iii)  To include any material information with respect 
to the plan of distribution not previously disclosed in this 
registration statement or any material change to such 
information in this registration statement;provided, however, 
that the undertakings set forth in paragraphs (i) and (ii) above 
do 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 Securities Exchange Act of 1934 that are 
incorporated by reference in this registration statement.

        (2)  That, for the purpose of determining any liability 
under the Securities Act of 1933, each post- effective amendment 
that contains a form of prospectus shall be deemed to be a new 
registration statement relating to the securities offered 
therein, and the offering of such securities at that time shall 
be deemed to be the initial bona fide offering thereof.

        (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.

        (4)  That, for purposes of determining any liability 
under the Securities Act of 1933, each filing of the 
registrant's annual report pursuant to Section 13(a) or Section 
15(d) of the Securities Exchange Act of 1934 that is 
incorporated by reference in this 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.

                             - 9 -
Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 may be permitted to directors, 
officers and controlling persons of the registrant pursuant to 
the provisions described in Item 6 above, 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 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 Registrants in the successful 
defense of any action, suit or proceeding) is asserted by such 
director, officer or controlling person in connection with the 
securities being registered, the registrant will, unless in the 
opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Act and will be 
governed by the final adjudication of such issue.

                           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 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, Commonwealth of Massachusetts, on the 20th 
day of April, 1994.

                              THE GILLETTE COMPANY

                              By:JOSEPH E. MULLANEY         
                                 Joseph E. Mullaney
                                 Vice Chairman of the Board
                       POWER OF ATTORNEY

        Pursuant to the requirements of the Securities Act of 
1933, this Registration Statement has been signed below by the 
following persons in the capacities and on the dates indicated.  
Each person whose signature appears below hereby authorizes and 
constitutes Thomas F. Skelly and Joseph E. Mullaney, and each of 
them singly, his true and lawful attorneys with full power to 
them, and each of them singly, to sign for him and in his name 
in the capacities indicated below any and all amendments 
(including post-effective amendments) to this Registration 
Statement and to file the same, with exhibits thereto, and other 
documents in connection therewith, and he hereby ratifies and 
confirms his signature as it may be signed by said attorneys, or 
any of them, to any and all such amendments.
SIGNATURE                 CAPACITY IN WHICH SIGNED        DATE    

ALFRED M. ZEIEN                                              
Alfred M. Zeien           Principal Executive Officer:    March 17, 1994
                          Chairman of the Board of          
                          Directors and Chief                
                          Executive Officer
                                  - 10 -
SIGNATURE                 CAPACITY IN WHICH SIGNED        DATE    

THOMAS F. SKELLY                                             
Thomas F. Skelly          Principal Financial Officer:    March 17, 1994
                          Senior Vice President and               
                          Chief Financial Officer                 
                                                             

ANTHONY S. LUCAS                                             
Anthony S. Lucas          Principal Accounting Officer:   March 17, 1994
                          Vice President and Controller           

JOSEPH E. MULLANEY                                                
Joseph E. Mullaney        Director                        March 17, 1994
                                                                  

WARREN E. BUFFETT                                             
Warren E. Buffett         Director                        March 17, 1994

LAWRENCE E. FOURAKER                                         
Lawrence E. Fouraker      Director                        March 17, 1994

WILBUR H. GANTZ                                              
Wilbur H. Gantz           Director                        March 17, 1994
                          

MICHAEL B. GIFFORD                                        
Michael B. Gifford        Director                        March 17, 1994
                           

CAROL R. GOLDBERG                                                 
Carol R. Goldberg         Director                        March 17, 1994

HERBERT H. JACOBI                                                 
Herbert H. Jacobi         Director                        March 17, 1994 

RICHARD R. PIVIROTTO                                      
Richard R. Pivirotto      Director                        March 17, 1994 

JUAN M. STETA                                                     
Juan M. Steta             Director                        March 17, 1994 

ALEXANDER B. TROWBRIDGE                                   
Alexander B. Trowbridge   Director                        March 17, 1994 

JOSEPH F. TURLEY                                                  
Joseph F. Turley          Director                        March 17, 1994 

                                  - 11 -
EXHIBIT INDEX

NUMBER                 TITLE OF EXHIBIT                        

   5.      Opinion of Joseph E. Mullaney, as counsel for
           the Company, as to the legality of the securities
           being registered (filed herewith).

  23.1     Consent of KPMG Peat Marwick (filed herewith).

  23.2     Consent of Coopers & Lybrand (filed herewith).

  24.1     Powers of Attorney (included on page 11 of
           this registration statement under the caption
           "Power of Attorney").

                                - 12 -
Exhibit 5

April 20, 1994

The Gillette Company
Prudential Tower Building
Boston, MA 02199

     The Gillette Company Outside Directors Stock Ownership Plan

Gentlemen:

In connection with the registration under the Securities Act of 
1933 of 25,000 shares of Common Stock of The Gillette Company 
("the Company") which may be distributed to directors under the 
Outside Directors Stock Ownership Plan as proposed to be 
approved by the shareholders on April 21, 1994 ("the Plan"), the 
Company has requested my opinion as to the validity of the 
shares of Common Stock which may be distributed.

I am the Vice Chairman of the Company.  In rendering this 
opinion, I am relying in part upon prior opinions of counsel for 
the Company and in part upon my own knowledge of the affairs of 
the Company since those opinions were rendered.  Also, I am 
assuming approval by the shareholders on April 21, 1994 of the 
Plan.  I am familiar with the Plan, with resolutions of the 
Board of Directors and of the Personnel Committee of the Board 
of Directors relating to the Plan, and with the forms to be used 
under the Plan and I have examined such other documents as I 
have deemed necessary for purposes of this opinion.

Based upon the foregoing, I am of the opinion that:

     1.  The Company is a duly organized and validly existing 
corporation under the laws of the state of Delaware, where the 
Company is incorporated.

     2.  580,000,000 shares of Common Stock of the Company, par 
value $1 per share, are presently authorized.

     3.  278,734,659 shares of the Common Stock of the Company, 
par value $1 per share, issued on the date hereof (including 
57,695,503 shares in the treasury of the Company) are legally 
issued, fully paid, and nonassessable.

                             - 13 -
The Gillette Company Outside Directors Stock Ownership Plan
April 20, 1994
Page 2

     4.  Shares of the Common Stock of the Company, par value $1 
per share, previously issued and held in the treasury of the 
Company, when distributed in accordance with the provisions of 
the Plan and the applicable resolutions of the Board of 
Directors and the Personnel Committee of the Board of Directors, 
will be legally issued, fully paid and nonassessable.

     5.  Authorized shares of Common Stock, par value $1 per 
share, when distributed in accordance with the provisions of the 
Plan and the applicable resolutions of the Board of Directors 
and the Personnel Committee of the Board of Directors, will be 
legally issued, fully paid and nonassessable.

I understand that this opinion is to be used in connection with 
the Registration Statement on Form S-8 under the Securities Act 
of 1933 relating to the distribution of shares of the Common 
Stock of the Company under the Plan.  I consent to the filing of 
this opinion as an exhibit to the Registration Statement and any 
amendments thereto, and to the use of my name in the 
Registration Statement and any amendment thereto and in the 
related Prospectus.

Very truly yours,

JOSEPH E. MULLANEY            
Joseph E. Mullaney

                             - 14 -
Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

To the stockholders and Board of Directors
of The Gillette Company

We consent to the incorporation by reference herein of our 
reports dated January 27, 1994 relating to the consolidated 
balance sheets of The Gillette Company and subsidiary companies 
as of December 31, 1993 and 1992, and the related consolidated 
statements of income and earnings reinvested in the business and 
cash flows and related schedules for each of the years in the 
three-year period ended December 31, 1993, which reports appear 
or are incorporated by reference in the December 31, 1993 annual 
report on Form 10-K of The Gillette Company.

KPMG PEAT MARWICK

Boston, Massachusetts
April 22, 1994

                             - 15 -
Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

To the stockholders and Board of Directors
of The Gillette Company

We consent to the incorporation by reference in the registration 
statement of The Gillette Company on Form S-8 (File No. 33-       
  ), relating to the registration of 25,000 shares of common 
stock at $1.00 par value, of our report dated 12 May 1993 on our 
audit of the consolidated financial statements of Parker Pen 
Holdings Limited, as of 28 February 1993, and for the year ended 
28 February 1993, which report is included in the Form 8-K/A 
dated 14 June 1993.

Coopers & Lybrand               
COOPERS & LYBRAND

Maidstone, England
April 21, 1994

                             - 16 -