Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC

FORM S-8

REGISTRATION UNDER THE SECURITIES ACT OF 1933


THE GILLETTE COMPANY
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

04-1366970
(I.R.S. Employer Identification No.)

PRUDENTIAL TOWER BUILDING, BOSTON, MA 02199
(Address of Principal Executive Offices) (Zip Code)

PARKER PEN 401(k) PLAN
(Full title of the plan)

JILL C. RICHARDSON
SECRETARY
THE GILLETTE COMPANY
PRUDENTIAL TOWER BUILDING, BOSTON, MA 02199
(Name and address of agent for service)

(617) 421-8499
(Telephone number of agent for service)


Calculation of Registration Fee

                                                  Proposed 1\    Proposed 1\
Title of                                       maximum        maximum
securities to       Amounts to      offering price    aggregate        Amount of
be registered      be registered    per unit            offering price   
registration fee

Common stock,  600,000           $49.0625         $29,437,200     $10,150.86
$1 par value______________________________
1\Estimated solely for the purpose of calculating the registration 
fee on the basis of the average of the high and low prices of the 
Common Stock as reported on the New York Stock Exchange 
Composite Index for October 16, 1995.

There may also be offered shares of common stock of the 
Registrant which may be issued to participants in the employee
benefit plan described herein by reason of future stock dividends, 
exchange rights or stock splits.  In addition, pursuant to Rule 416 (c) 
of the Securities Act of 1933, this registration statement also covers
an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.



Item 3.  The following documents are incorporated herein by reference:
(a) The Gillette Company Annual report on Form 10-K 
for the year ended December 31, 1994;

(b) Parker Pen 401(k) Plan Annual report on Form 11-K 
for the year ended December 31, 1994;

(c) The Gillette Company Quarterly Report on Form 10-Q 
for the period ended March 31, 1995;

(d) The Gillette Company Quarterly Report on Form 10-Q
for the period ended June 30, 1995;

All documents subsequently filed by the registrant pursuant
to Sections 13 (a), 13 (c), 14 and 15 (d) of the Securities 
Exchange Act of 1934, 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.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists 
of 1,160,000,000 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.

At September 30, 1995, 443,756,661 shares of Common Stock were 
outstanding and held of record by approximately 34,847 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 40 shares of Common Stock at a conversion
price of $15.071875 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 September 30, 1995, 161,791.6367 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 
6,471,665 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.
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.

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 September 30, 1995 the Company had Rights outstanding
as follows: one eighth of a Right for each outstanding share of
Common Stock and a total of 808,958 Rights for the outstanding
shares of Series C Stock.

The Board of or 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.

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.

Item 5.    Interests of Named Experts and Counsel.

Not applicable.

Item 6.     Indemnification of Directors and Office

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 benefit 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.

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 or 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. 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 lO.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 any improper personal benefit.

Item 7.     Exemption From Registration Claimed.

Not applicable.

Item 8.     Exhibits.

Exhibit 23.1   Consent of KPMG Peat Marwick LLP, filed herewith.


Exhibit 23.2   Consent of KPMG Peat Marwick LLP, filed herewith.
(An annual report for the Plan's latest fiscal year is
being filed concurrently herewith.)

Exhibit 24.      Powers of Attorney, filed herewith.


Undertaking   The Registrant hereby undertakes that it will submit 
the Plan and any amendments thereto to the Internal Revenue 
Service (the "IRS") in a timely manner and will make all changes 
required by the IRS in order to qualify the Plan.

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 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.  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 1 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.


Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the date indicated.

Signatures                           Title                                  Date

*ALFRED M. ZEIEN            Chairman of the Board     October 17, 1995
 Alfred M. Zeien                  of Directors, Chief 
                                           Executive Officer and
                                           Director

*MICHAEL C. HAWLEY     President and Chief           October 17, 1995
 Michael C. Hawley            Operating Officer and
                                          Director

*JOSEPH E. MULLANEY   Vice Chairman of the        October 17, 1995
 Joseph E. Mullaney           Board of Directors and 
                                          Director

THOMAS F. SKELLY         Senior Vice President       October 17, 1995
 Thomas F. Skelly              and Chief Financial
                                          Officer

*CHARLES W. CRAM         Vice President,               October 17, 1995
  Charles W. Cramb            Controller and 
                                           Principal Accounting
                                           Officer

*WILBUR H. GANTZ          Director                           October 17, 1995
 Wilbur H. Gantz

*MICHAEL B. GIFFORD     Director                           October 17, 1995
 Michael B. Gifford

*CAROL R. GOLDBERG    Director                           October 17, 1995
 Carol R. Goldberg

*HERBERT H. JACOBI       Director                           October 17, 1995
  Herbert H. Jacobi


*RICHARD R. PIVIROTTO Director                           October 17, 1995
 Richard R. Pivirotto

*JUAN M. STETA               Director                           October 17, 1995
  Juan M. Steta

*ALEXANDER B.                Director                           October 17, 1995
TROWBRIDGE
 Alexander B. Trowbridge

*JOSEPH F. TURLEY        Director                           October 17, 1995
  Joseph F. Turley




By        Thomas F. Skelly
            *Thomas F. Skelly
            As Attorney-in-Fact



















































The Plan

Pursuant to the requirement of the Securities Act of 1933, the 
Advisory Committee has duly caused this registration statement 
to be signed on its behalf by the undersigned thereunto duly 
authorized, in the city of Janesville, State of Wisconsin on 
October 17, 1995.





Signature                Title                Date


Parker Pen 401(k) Plan



Peter Miller            Member of Advisory            October 17, 1995,
Peter Miller            Committee
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Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC

FORM S-8

REGISTRATION UNDER THE SECURITIES ACT OF 1933

THE GILLETTE COMPANY
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

04-1366970
(I.R.S. Employer Identification No.)

PRUDENTIAL TOWER BUILDING, BOSTON, MA 02199
(Address of Principal Executive Offices) (Zip Code)

PARKER PEN 401(k) PLAN
(Full title of the plan)

JILL C. RICHARDSON
SECRETARY
THE GILLETTE COMPANY
PRUDENTIAL TOWER BUILDING, BOSTON, MA 02199
(Name and address of agent for service)

(617) 421-8499
(Telephone number of agent for service)

Calculation of Registration Fee

                                                  Proposed 1\    Proposed 1\
Title of                                       maximum        maximum
securities to       Amounts to      offering price    aggregate        Amount of
be registered      be registered    per unit            offering price   
registration fee

Common stock,  600,000           $49.0625         $29,437,200     $10,150.86
$1 par value______________________________
1\Estimated solely for the purpose of calculating the registration 
fee on the basis of the average of the high and low prices of the 
Common Stock as reported on the New York Stock Exchange 
Composite Index for October 16, 1995.

There may also be offered shares of common stock of the 
Registrant which may be issued to participants in the employee
benefit plan described herein by reason of future stock dividends, 
exchange rights or stock splits.  In addition, pursuant to Rule 416 (c) 
of the Securities Act of 1933, this registration statement also covers
an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.

Item 3.  The following documents are incorporated herein by reference:
(a) The Gillette Company Annual report on Form 10-K 
for the year ended December 31, 1994;

(b) Parker Pen 401(k) Plan Annual report on Form 11-K 
for the year ended December 31, 1994;

(c) The Gillette Company Quarterly Report on Form 10-Q 
for the period ended March 31, 1995;

(d) The Gillette Company Quarterly Report on Form 10-Q
for the period ended June 30, 1995;

All documents subsequently filed by the registrant pursuant
to Sections 13 (a), 13 (c), 14 and 15 (d) of the Securities 
Exchange Act of 1934, 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.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists 
of 1,160,000,000 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.

At September 30, 1995, 443,756,661 shares of Common Stock were 
outstanding and held of record by approximately 34,847 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 40 shares of Common Stock at a conversion
price of $15.071875 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 September 30, 1995, 161,791.6367 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 
6,471,665 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.
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.

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 September 30, 1995 the Company had Rights outstanding
as follows: one eighth of a Right for each outstanding share of
Common Stock and a total of 808,958 Rights for the outstanding
shares of Series C Stock.

The Board of or 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.

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.

Item 5.    Interests of Named Experts and Counsel.

Not applicable.

Item 6.     Indemnification of Directors and Office

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 benefit 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.

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 or 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. 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 lO.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 any improper personal benefit.

Item 7.     Exemption From Registration Claimed.

Not applicable.

Item 8.     Exhibits.

Exhibit 23.1   Consent of KPMG Peat Marwick LLP, filed herewith.

Exhibit 23.2   Consent of KPMG Peat Marwick LLP, filed herewith.
(An annual report for the Plan's latest fiscal year is
being filed concurrently herewith.)

Exhibit 24.      Powers of Attorney, filed herewith.

Undertaking   The Registrant hereby undertakes that it will submit 
the Plan and any amendments thereto to the Internal Revenue 
Service (the "IRS") in a timely manner and will make all changes 
required by the IRS in order to qualify the Plan.

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 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.  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 1 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.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the date indicated.

Signatures                           Title                                  Date

*ALFRED M. ZEIEN            Chairman of the Board     October 17, 1995
 Alfred M. Zeien                  of Directors, Chief 
                                           Executive Officer and
                                           Director

*MICHAEL C. HAWLEY     President and Chief           October 17, 1995
 Michael C. Hawley            Operating Officer and
                                          Director

*JOSEPH E. MULLANEY   Vice Chairman of the        October 17, 1995
 Joseph E. Mullaney           Board of Directors and 
                                          Director

THOMAS F. SKELLY         Senior Vice President       October 17, 1995
 Thomas F. Skelly              and Chief Financial
                                          Officer

*CHARLES W. CRAM         Vice President,               October 17, 1995
  Charles W. Cramb            Controller and 
                                           Principal Accounting
                                           Officer

*WILBUR H. GANTZ          Director                           October 17, 1995
 Wilbur H. Gantz

*MICHAEL B. GIFFORD     Director                           October 17, 1995
 Michael B. Gifford

*CAROL R. GOLDBERG    Director                           October 17, 1995
 Carol R. Goldberg

*HERBERT H. JACOBI       Director                           October 17, 1995
  Herbert H. Jacobi

*RICHARD R. PIVIROTTO Director                           October 17, 1995
 Richard R. Pivirotto

*JUAN M. STETA               Director                           October 17, 1995
  Juan M. Steta

*ALEXANDER B.                Director                           October 17, 1995
TROWBRIDGE
 Alexander B. Trowbridge

*JOSEPH F. TURLEY        Director                           October 17, 1995
  Joseph F. Turley

By        Thomas F. Skelly
            *Thomas F. Skelly
            As Attorney-in-Fact

The Plan

Pursuant to the requirement of the Securities Act of 1933, the 
Advisory Committee has duly caused this registration statement 
to be signed on its behalf by the undersigned thereunto duly 
authorized, in the city of Janesville, State of Wisconsin on 
October 17, 1995.

Signature                Title                Date

Parker Pen 401(k) Plan

Peter Miller            Member of Advisory            October 17, 1995,
Peter Miller            Committee