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 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 1971 Stock Option 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 reg.
registered               registered  share(1)   price(1)    fee   
                         
Common Stock, $1.00 par  8,000,000   $62.93     $503,500,000 $100,700.00
(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 13
                          Page 1 of 17 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.







                                - 2 -
<PAGE>
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 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.




                                - 3 -
<PAGE>
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").


                              - 4 -
<PAGE>
    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 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.




                              - 5 -
<PAGE>
    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.

    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.




                              - 6 -
<PAGE>
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.

    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.



                              - 7 -
<PAGE>

    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.




                              - 8 -
<PAGE>
    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").

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;



                                - 9 -
<PAGE>
             (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 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.



                               - 10 -
<PAGE>
                             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        
                               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              Principal Executive Officer:   March 17, 1994
Alfred M. Zeien              Chairman of the Chief          
                             Executive Officer



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  
                                                            


                                  - 11 -
<PAGE>
SIGNATURE                    CAPACITY IN WHICH SIGNED       DATE


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





                                    -12
<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").





























                                -13-
<PAGE>
Exhibit 5







April 20, 1994



The Gillette Company
Prudential Tower Building
Boston, MA 02199
     
     Re:  The Gillette Company 1971 Stock Option Plan

Gentlemen:

In connection with the registration under the Securities Act of 
1933 of 8,000,000 additional shares of Common Stock of The 
Gillette Company ("the Company") which may be sold to employees 
and directors under the 1971 Stock Option Plan as proposed to be 
amended 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 sold.

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.  I am assuming 
approval by the shareholders on April 21, 1994 of the proposed 
amendments to the 1971 Stock Option 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 of option certificates and other 
documents in use 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.


                             - 14 -

<PAGE>
The Gillette Company 1971 Stock Option 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 sold 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, and the 
applicable forms adopted for use under the Plan, will be legally 
issued, fully paid and nonassessable.

     5.  Authorized shares of Common Stock, par value $1 per 
share, when sold 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, and the 
applicable forms adopted for use under the Plan, 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 sale 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

















                             - 15 -
<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






























                             - 16 -
<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 8,000,000 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



























                               - 17 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 37457}]
{"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": "033-53259", "film-number": "94524168"}, "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 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 1971 Stock Option 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 reg.
registered               registered  share(1)   price(1)    fee   
                         
Common Stock, $1.00 par  8,000,000   $62.93     $503,500,000 $100,700.00
(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 13
                          Page 1 of 17 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.

                                - 2 -
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 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.

                                - 3 -
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").

                              - 4 -
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 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.

                              - 5 -
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.

    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.

                              - 6 -
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.

    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.

                              - 7 -
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.

                              - 8 -
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").

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;

                                - 9 -
(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 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.

                               - 10 -
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        
                               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              Principal Executive Officer:   March 17, 1994
Alfred M. Zeien              Chairman of the Chief          
                             Executive Officer

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  
                                                            

                                  - 11 -
SIGNATURE                    CAPACITY IN WHICH SIGNED       DATE

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

                                    -12
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").

                                -13-
Exhibit 5

April 20, 1994

The Gillette Company
Prudential Tower Building
Boston, MA 02199
     
     Re:  The Gillette Company 1971 Stock Option Plan

Gentlemen:

In connection with the registration under the Securities Act of 
1933 of 8,000,000 additional shares of Common Stock of The 
Gillette Company ("the Company") which may be sold to employees 
and directors under the 1971 Stock Option Plan as proposed to be 
amended 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 sold.

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.  I am assuming 
approval by the shareholders on April 21, 1994 of the proposed 
amendments to the 1971 Stock Option 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 of option certificates and other 
documents in use 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.

                             - 14 -
The Gillette Company 1971 Stock Option 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 sold 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, and the 
applicable forms adopted for use under the Plan, will be legally 
issued, fully paid and nonassessable.

     5.  Authorized shares of Common Stock, par value $1 per 
share, when sold 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, and the 
applicable forms adopted for use under the Plan, 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 sale 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

                             - 15 -
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

                             - 16 -
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 8,000,000 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

                               - 17 -