12

                       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 (State or other jurisdiction of
   incorporation or organization) PRUDENTIAL TOWER BUILDING BOSTON, MA 02199
          (Address of principal executive offices, including zip code)
                          ---------------------------

                   THE GILLETTE COMPANY 1971 STOCK OPTION PLAN
                            (Full title of the plan)

                             -----------------------

   Jill C. Richardson Secretary The Gillette Company Prudential Tower Building
 Boston, MA 02199 617-421-7000 (Name, address, and telephone number, including
                        area code, of agent for service)

                         ------------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>

<CAPTION>
Title of securities   Amount to be  Proposed           Proposed   Amount of    
to be registered      registered    maximum            maximum    registration 
                                    offering price     aggregate  fee
                                    per unit           offering
                                                       price (1)
                                                                      
<S>                     <C>        <C>             <C>            <C>     
Common stock, $1.00
par value (including
Preferred Stock 
Purchase                                                  
Rights)                 23,000,000 $79.94          $1,838,620,000 $612,873.33     


</TABLE>


       
(1) Estimated solely for the purpose of determining the
registration  fee pursuant to Rule 457 (h) on the basis of the high and low sale
price of the common stock,  par value $1.00  (Common  Stock),  of The Gillette
Company  reported on the New York Stock Exchange  Composite  Transaction Tape on
April 18, 1997. 





<PAGE>

Exhibit Index on Page 10.
 

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     Note: The document(s) containing the information required by Item 1 of this
Form S-8 and the  statement  of  availability  of  information  of The  Gillette
Company (the  Registrant),  and other  information  required by Item 2 of this
Form  will be sent or given to  employees  as  specified  by Rule 428  under the
Securities Act of 1933, as amended (the  Securities  Act).  In accordance with
Rule 428 and the  requirements  of Part I of Form S-8,  such  documents  are not
being filed with the  Securities  and  Exchange  Commission  (the  Commission)
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements  pursuant to Rule 424. The Registrant  shall maintain a file of such
documents in accordance  with the  provisions  of Rule 428.  Upon  request,  the
Registrant  shall furnish to the Commission or its staff a copy of any or all of
the documents included in such file.




                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The Registrant hereby incorporates the following documents herein by reference:

     (a) The Registrants Annual report on Form 10-K for the year ended December
31, 1996;

     (b) The Registrants  Quarterly reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996;

     (c) The Registrants Current Report on Form 8-K filed September 16, 1996;

     (d) The Registrants Current Report on Form 8-K filed December 20, 1996;

     (e) The Registrants Current Report on Form 8-K filed December 31, 1996;

     (f) The  description  of the  Registrants  capital stock  contained in the
Registrants Registration Statement on Form 8-A/A filed November 12, 1996;
<PAGE>

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


ITEM 4. DESCRIPTION OF SECURITIES.

Not required.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares of Common Stock  offered  hereby has been passed
upon for the  Registrant  by Joseph E.  Mullaney,  Vice Chairman of the Board of
Directors of the Registrant.  On April 18, 1997, Mr. Mullaney beneficially owned
approximately  346,510  shares of the  Common  Stock  (including  stock  options
exerciseable within 60 days).

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  145 of the  Delaware  General  Corporation  Law,  as amended  (the
DGCL),  provides that a  corporation  may indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal or investigative (
other  than an action by or in the  right of the  corporation)  by reason of the
fact  that he or she is or was a  director,  officer  employee  or  agent of the
corporation  , or is or was  serving  at the  request  of the  corporation  as a
director,  officer,  employee or agent of another  corporation,  a  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys
fees),  judgments,  fines and amounts paid in settlement actually and reasonable
incurred by him or her in connection with such action,  suit or proceeding if he
or she acted in good faith and in a manner he or she  reasonably  believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.  Section 145 further provides that a corporation similarly
may indemnify any such person serving in any such capacity who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action or suit by or in the right of the  corporation  to procure a judgment  in
its favor, against expenses (including  attorneys fees) actually and reasonably
incurred in connection  with the defense or settlement of such action or suit if
he or she acted in good faith and in a manner he or she  reasonably  believed to
be in or not opposed to the best  interests of the  corporation,  except that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to


                                       3
<PAGE>

which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent that the Delaware  Court of Chancery or such other
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

     Section  102(b)(7)  of the DGCL  permits a  corporation  to  include in its
certificate of  incorporation  a provision  eliminating or limiting the personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not  eliminate or limit the  liability of a director (i) for any breach of
the directors duty of loyalty to the corporation or its stockholders,  (ii) for
act or omissions not in good faith or which involve intentional  misconduct or a
knowing  violation  of law,  (iii) under  Section 174 of the DGCL  (relating  to
unlawful  payments of dividends and unlawful stock  purchase and  redemption) or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.

     The Registrants Bylaws provide that the Registrant shall indemnify current
or  former  directors,  officers,  employees  or agents  of the  Registrant,  in
connection  with  proceedings  brought  against  such persons by reason of their
position with the  Registrant to the fullest  extent  permitted by Delaware law.
The  Registrants  Certificate  of  Incorporation,  as amended,  provides that a
director  of the  Registrant  shall  not be  liable  to  the  Registrant  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except as is not permitted under the DGCL.

     The Registrant has obtained an insurance  policy that insures its directors
and officers against certain liabilities.

ITEM 7. EXEMPTION FROM LIABILITY CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.


Exhibit


     4.1 Composite  Certificate of  Incorporation  of The Gillette  Company,  as
amended,  filed as Exhibit 3 (a) to The Gillette  Company  Annual Report on Form
10-K  for  the  year  ended  December  31,  1989,  Commission  File  No.  1-922,
incorporated by reference herein.

     4.2 Bylaws of The Gillette  Company,  as amended  April 15, 1993,  filed as
Exhibit  3 (b) to The  Gillette  Company  Quarterly  Report on Form 10-Q for the


                                       4
<PAGE>

period  ended  March  31,  1993,  Commission  File No.  1-922,  incorporated  by
reference herein.

     4.3 Specimen of form of certificate  representing ownership of The Gillette
Company  Common Stock,  $1.00 par value,  filed as Exhibit 4 (a) to The Gillette
Company  Annual  report  on Form  10-K for the year  ended  December  31,  1996,
incorporated by reference herein.

     4.4 Renewed  Rights  Agreement  dated as of December  14, 1995  between The
Gillette  Company and The First  National Bank of Boston,  filed as Exhibit 4 to
The  Gillette  Company  Current  Report on Form 8-K,  dated  December  18, 1995,
Commission File No. 1-922, incorporated by reference herein.

     4.5 Form of Certificate of Designation,  Preferences and Rights of Series A
Junior Participating  Preferred Stock of The Gillette Company filed as Exhibit A
to Exhibit 1 to The Gillette  Company Current Report on Form 8-K, dated December
30, 1985, Commission File No. 1-922, incorporated by reference herein.

     4.6 Amendment to  Certificate  of  Designation,  Preferences  and Rights of
Series A Junior  Participating  Preferred  Stock,  filed as Exhibit 4 (c) to The
Gillette  Company  Annual  Report on Form 10-K for the year ended  December  31,
1996, Commission File No. 1-922, incorporated by reference herein.

     4.7 Certificate of Designation of the Series C ESOP  Convertible  Preferred
Stock of The Gillette Company, dated January 17, 1990, filed as Exhibit 4 (e) to
The Gillette  Company Annual report on Form 10-K for the year ended December 31,
1989, Commission File No. 1-922, incorporated by reference herein.

     4.8  Certificate  of  Amendment  relating  to an  increase in the amount of
authorized  shares  of common  stock,  filed as  Exhibit  3 (i) to The  Gillette
Company  Quarterly  Report on Form 10-Q for the  period  ended  March 31,  1995,
Commission File No. 1-922, incorporated by reference herein.

     5.  Opinion  of  Joseph  E.  Mullaney,  Vice  Chairman  of the Board of The
Gillette Company.

23.     Consent of KPMG Peat Marwick LLP.

24.     Power of Attorney


ITEM 9. UNDERTAKINGS.

(a)     The undersigned Registrant hereby undertakes:

                                       5
<PAGE>

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

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

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or in  the  aggregate,  represents  a
fundamental change in the information set forth in the registration statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in this registration statement

     provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) above shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant pursuant to Section 13 or Section 15 (d) of the Exchange Act that are
incorporated by reference in the registration statement;

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

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.


     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrants  annual report  pursuant to Section 13 (a) or Section 15 (d) of the
Exchange Act (and where  applicable,  each filing of an employee  benefit plans
annual  report  pursuant  to  Section  15 (d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.


     (c)  Insofar  as any  indemnification  for  liabilities  arising  under the


                                       6
<PAGE>

Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions , or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against such liabilities  (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant  in the  successful  defense of any suit,  action or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.






                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that is has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Boston, Massachusetts this day of April, 1997.


                                        /s/ Thomas F. Skelly
                                   By:  --------------------------  
                                        Thomas F. Skelly 
                                        Senior Vice President 
                                        and
                                        Chief Financial Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on April 18, 1996.


Signatures                                             Title
- ----------                                             -----
[S]                                     [C]
           *                            Chairman of the Board of
- --------------------------                Directors and Chief
Executive
Alfred M. Zeien                             Officer and Director
                                  (Principal Executive Officer)

                                       7
<PAGE>
 

           *                            President, Chief
Operating
- --------------------------                Officer and Director
Michael C. Hawley

           *                            Vice Chairman of the
Board of
- --------------------------                Directors and
Director
Joseph E. Mullaney

           *                            Senior Vice President
and
- --------------------------                Chief Financial
Officer
Thomas F. Skelly                   (Principal Financial Officer)
 

           *                            Vice President and
Controller
- ---------------------------     (Principal Accounting Officer)
Charles W. Cramb

           *                                         Director
- ---------------------------
Warren E. Buffett




                           *                                  Director
- -----------------------------
Wilbur H. Gantz

            *                                        Director
- -----------------------------
Michael B. Gifford

            *                                        Director
- -----------------------------
Carol R. Goldberg

            *                                        Director
- -----------------------------

Herbert H. Jacobi

            *                                        Director
- ------------------------------
Richard R. Pivirotto

            *

                                                     Director
- ------------------------------
Juan M. Steta

            *                                        Director
- ------------------------------
 Alexander B. Trowbridge




* By:    /s/ Thomas F. Skelly
      ----------------------
        Thomas F. Skelly, for
        himself and as
        attorney-in-fact



                                       9
<PAGE>

                                      


                                 EXHIBIT INDEX
<TABLE>
<CAPTION>


Exhibi
Number                     Description of Exhibits
<S>                        <C>    
 4.1.                      Composite Certificate of Incorporation of                                      
                           filed as Exhibit 3(a) to The Gillette Company                                         
                           Annual Report on Form 10-K for the year ended December 31, 1989, Commission File No. 1-922,
                           incorporated by reference herein.

 4.2                       By-laws of The Gillette Company, as amended
                           April 15, 1993, filed as
                           Exhibit 3(b) to The Gillette Company Quarterly Report on
                           Form 10-Q for the
                           period ended March 31, 1993, Commission File No. 1-922, incorporated
                           by reference herein.

 4.3.                      Specimen of form of certificate representing
                           ownership of The Gillette
                           Company Common Stock, $1.00 par value, as adopted by the Board of
                           Directors of The Gillette Company on November 21, 1996, filed as Exhibit 4 (a)
                           to The Gillette Company Annual Report on Form 10-K
                           for the year ended December 31, 1996, Commission File No. 1-922, incorporated by
                           reference herein..

 4.4.                      Renewed Rights Agreement dated as of December 14, 1995
                           between The Gillette
                           Company and The First National Bank of Boston, filed as Exhibit 4
                           to The
                           Gillette Company Current Report on Form 8-K, dated December 18, 1995,
                           Commission File No. 1-922, incorporated by reference herein.

4.5                        Form of Certificate of Designation,
                           Preferences and Rights of Series A Junior Participating Preferred Stock of The
                           Gillette Company filed as Exhibit A to Exhibit 1 to The Gillette Company Current
                           Report on Form 8-K, dated December 30, 1985, Commission File No. 1-922,
                           incorporated by reference herein.

4.6                        Amendment to Certificate of Designation, Preferences and
                           Rights of Series A Junior Participating Preferred Stock, filed as
                           Exhibit 4 (c) to The Gillette Company Annual Report on Form 10-K for the year
                           ended December 31, 1996, Commission File No. 1-922, incorporated by reference
                           herein.

 4.7                       Certificate of Designation of the Series C ESOP Convertible Preferred
                           Stock
                           of The Gillette Company, dated January 17, 1990, filed as Exhibit 4(e) to
                           The Gillette Company Annual Report on Form 10-K for the year ended December
                           31, 1989, Commission File No. 1-922, incorporated by
                           reference herein.

 4.8                       Certificate of Amendment relating to an increase in the amount of
                           authorized shares of preferred stock and common stock, filed as
                           Exhibit
                           3(i) to The Gillette Company Quarterly Report on Form 10-Q for the
                           period
                           ended March 31, 1995, Commission File No. 1-922, incorporated by
                           reference
                           herein.

 5.                        Opinion of Joseph E. Mullaney, Vice Chairman of the Board of The
                           Gillette Company.

 23.                       Consent of KPMG Peat Marwick LLP.

 24.                       Power of Attorney.

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22792}]
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12

                       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 (State or other jurisdiction of
   incorporation or organization) PRUDENTIAL TOWER BUILDING BOSTON, MA 02199
          (Address of principal executive offices, including zip code)
                          ---------------------------

                   THE GILLETTE COMPANY 1971 STOCK OPTION PLAN
                            (Full title of the plan)

                             -----------------------

   Jill C. Richardson Secretary The Gillette Company Prudential Tower Building
 Boston, MA 02199 617-421-7000 (Name, address, and telephone number, including
                        area code, of agent for service)

                         ------------------------------

                         CALCULATION OF REGISTRATION FEE
Title of securities   Amount to be  Proposed           Proposed   Amount of    
to be registered      registered    maximum            maximum    registration 
                                    offering price     aggregate  fee
                                    per unit           offering
                                                       price (1)
Common stock, $1.00
par value (including
Preferred Stock 
Purchase                                                  
Rights)                 23,000,000 $79.94          $1,838,620,000 $612,873.33
(1) Estimated solely for the purpose of determining the
registration  fee pursuant to Rule 457 (h) on the basis of the high and low sale
price of the common stock,  par value $1.00  (Common  Stock),  of The Gillette
Company  reported on the New York Stock Exchange  Composite  Transaction Tape on
April 18, 1997.
Exhibit Index on Page 10.
 

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Note: The document(s) containing the information required by Item 1 of this
Form S-8 and the  statement  of  availability  of  information  of The  Gillette
Company (the  Registrant),  and other  information  required by Item 2 of this
Form  will be sent or given to  employees  as  specified  by Rule 428  under the
Securities Act of 1933, as amended (the  Securities  Act).  In accordance with
Rule 428 and the  requirements  of Part I of Form S-8,  such  documents  are not
being filed with the  Securities  and  Exchange  Commission  (the  Commission)
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements  pursuant to Rule 424. The Registrant  shall maintain a file of such
documents in accordance  with the  provisions  of Rule 428.  Upon  request,  the
Registrant  shall furnish to the Commission or its staff a copy of any or all of
the documents included in such file.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The Registrant hereby incorporates the following documents herein by reference:

     (a) The Registrants Annual report on Form 10-K for the year ended December
31, 1996;

     (b) The Registrants  Quarterly reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996;

     (c) The Registrants Current Report on Form 8-K filed September 16, 1996;

     (d) The Registrants Current Report on Form 8-K filed December 20, 1996;

     (e) The Registrants Current Report on Form 8-K filed December 31, 1996;

     (f) The  description  of the  Registrants  capital stock  contained in the
Registrants Registration Statement on Form 8-A/A filed November 12, 1996;
All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
the filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not required.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares of Common Stock  offered  hereby has been passed
upon for the  Registrant  by Joseph E.  Mullaney,  Vice Chairman of the Board of
Directors of the Registrant.  On April 18, 1997, Mr. Mullaney beneficially owned
approximately  346,510  shares of the  Common  Stock  (including  stock  options
exerciseable within 60 days).

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  145 of the  Delaware  General  Corporation  Law,  as amended  (the
DGCL),  provides that a  corporation  may indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal or investigative (
other  than an action by or in the  right of the  corporation)  by reason of the
fact  that he or she is or was a  director,  officer  employee  or  agent of the
corporation  , or is or was  serving  at the  request  of the  corporation  as a
director,  officer,  employee or agent of another  corporation,  a  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys
fees),  judgments,  fines and amounts paid in settlement actually and reasonable
incurred by him or her in connection with such action,  suit or proceeding if he
or she acted in good faith and in a manner he or she  reasonably  believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.  Section 145 further provides that a corporation similarly
may indemnify any such person serving in any such capacity who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action or suit by or in the right of the  corporation  to procure a judgment  in
its favor, against expenses (including  attorneys fees) actually and reasonably
incurred in connection  with the defense or settlement of such action or suit if
he or she acted in good faith and in a manner he or she  reasonably  believed to
be in or not opposed to the best  interests of the  corporation,  except that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to

                                       3
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent that the Delaware  Court of Chancery or such other
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

     Section  102(b)(7)  of the DGCL  permits a  corporation  to  include in its
certificate of  incorporation  a provision  eliminating or limiting the personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not  eliminate or limit the  liability of a director (i) for any breach of
the directors duty of loyalty to the corporation or its stockholders,  (ii) for
act or omissions not in good faith or which involve intentional  misconduct or a
knowing  violation  of law,  (iii) under  Section 174 of the DGCL  (relating  to
unlawful  payments of dividends and unlawful stock  purchase and  redemption) or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.

     The Registrants Bylaws provide that the Registrant shall indemnify current
or  former  directors,  officers,  employees  or agents  of the  Registrant,  in
connection  with  proceedings  brought  against  such persons by reason of their
position with the  Registrant to the fullest  extent  permitted by Delaware law.
The  Registrants  Certificate  of  Incorporation,  as amended,  provides that a
director  of the  Registrant  shall  not be  liable  to  the  Registrant  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except as is not permitted under the DGCL.

     The Registrant has obtained an insurance  policy that insures its directors
and officers against certain liabilities.

ITEM 7. EXEMPTION FROM LIABILITY CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Exhibit

     4.1 Composite  Certificate of  Incorporation  of The Gillette  Company,  as
amended,  filed as Exhibit 3 (a) to The Gillette  Company  Annual Report on Form
10-K  for  the  year  ended  December  31,  1989,  Commission  File  No.  1-922,
incorporated by reference herein.

     4.2 Bylaws of The Gillette  Company,  as amended  April 15, 1993,  filed as
Exhibit  3 (b) to The  Gillette  Company  Quarterly  Report on Form 10-Q for the

                                       4
period  ended  March  31,  1993,  Commission  File No.  1-922,  incorporated  by
reference herein.

     4.3 Specimen of form of certificate  representing ownership of The Gillette
Company  Common Stock,  $1.00 par value,  filed as Exhibit 4 (a) to The Gillette
Company  Annual  report  on Form  10-K for the year  ended  December  31,  1996,
incorporated by reference herein.

     4.4 Renewed  Rights  Agreement  dated as of December  14, 1995  between The
Gillette  Company and The First  National Bank of Boston,  filed as Exhibit 4 to
The  Gillette  Company  Current  Report on Form 8-K,  dated  December  18, 1995,
Commission File No. 1-922, incorporated by reference herein.

     4.5 Form of Certificate of Designation,  Preferences and Rights of Series A
Junior Participating  Preferred Stock of The Gillette Company filed as Exhibit A
to Exhibit 1 to The Gillette  Company Current Report on Form 8-K, dated December
30, 1985, Commission File No. 1-922, incorporated by reference herein.

     4.6 Amendment to  Certificate  of  Designation,  Preferences  and Rights of
Series A Junior  Participating  Preferred  Stock,  filed as Exhibit 4 (c) to The
Gillette  Company  Annual  Report on Form 10-K for the year ended  December  31,
1996, Commission File No. 1-922, incorporated by reference herein.

     4.7 Certificate of Designation of the Series C ESOP  Convertible  Preferred
Stock of The Gillette Company, dated January 17, 1990, filed as Exhibit 4 (e) to
The Gillette  Company Annual report on Form 10-K for the year ended December 31,
1989, Commission File No. 1-922, incorporated by reference herein.

     4.8  Certificate  of  Amendment  relating  to an  increase in the amount of
authorized  shares  of common  stock,  filed as  Exhibit  3 (i) to The  Gillette
Company  Quarterly  Report on Form 10-Q for the  period  ended  March 31,  1995,
Commission File No. 1-922, incorporated by reference herein.

     5.  Opinion  of  Joseph  E.  Mullaney,  Vice  Chairman  of the Board of The
Gillette Company.

23.     Consent of KPMG Peat Marwick LLP.

24.     Power of Attorney

ITEM 9. UNDERTAKINGS.

(a)     The undersigned Registrant hereby undertakes:

                                       5
(1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

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

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or in  the  aggregate,  represents  a
fundamental change in the information set forth in the registration statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in this registration statement

     provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) above shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant pursuant to Section 13 or Section 15 (d) of the Exchange Act that are
incorporated by reference in the registration statement;

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

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrants  annual report  pursuant to Section 13 (a) or Section 15 (d) of the
Exchange Act (and where  applicable,  each filing of an employee  benefit plans
annual  report  pursuant  to  Section  15 (d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  Insofar  as any  indemnification  for  liabilities  arising  under the

                                       6
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions , or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against such liabilities  (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant  in the  successful  defense of any suit,  action or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that is has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Boston, Massachusetts this day of April, 1997.

                                        /s/ Thomas F. Skelly
                                   By:  --------------------------  
                                        Thomas F. Skelly 
                                        Senior Vice President 
                                        and
                                        Chief Financial Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on April 18, 1996.

Signatures                                             Title
- ----------                                             -----
[S]                                     [C]
           *                            Chairman of the Board of
- --------------------------                Directors and Chief
Executive
Alfred M. Zeien                             Officer and Director
                                  (Principal Executive Officer)

                                       7
*                            President, Chief
Operating
- --------------------------                Officer and Director
Michael C. Hawley

           *                            Vice Chairman of the
Board of
- --------------------------                Directors and
Director
Joseph E. Mullaney

           *                            Senior Vice President
and
- --------------------------                Chief Financial
Officer
Thomas F. Skelly                   (Principal Financial Officer)
 

           *                            Vice President and
Controller
- ---------------------------     (Principal Accounting Officer)
Charles W. Cramb

           *                                         Director
- ---------------------------
Warren E. Buffett

                           *                                  Director
- -----------------------------
Wilbur H. Gantz

            *                                        Director
- -----------------------------
Michael B. Gifford

            *                                        Director
- -----------------------------
Carol R. Goldberg

            *                                        Director
- -----------------------------

Herbert H. Jacobi

            *                                        Director
- ------------------------------
Richard R. Pivirotto

            *

                                                     Director
- ------------------------------
Juan M. Steta

            *                                        Director
- ------------------------------
 Alexander B. Trowbridge

* By:    /s/ Thomas F. Skelly
      ----------------------
        Thomas F. Skelly, for
        himself and as
        attorney-in-fact

                                       9
EXHIBIT INDEX
Exhibi
Number                     Description of Exhibits
4.1.                      Composite Certificate of Incorporation of                                      
                           filed as Exhibit 3(a) to The Gillette Company                                         
                           Annual Report on Form 10-K for the year ended December 31, 1989, Commission File No. 1-922,
                           incorporated by reference herein.

 4.2                       By-laws of The Gillette Company, as amended
                           April 15, 1993, filed as
                           Exhibit 3(b) to The Gillette Company Quarterly Report on
                           Form 10-Q for the
                           period ended March 31, 1993, Commission File No. 1-922, incorporated
                           by reference herein.

 4.3.                      Specimen of form of certificate representing
                           ownership of The Gillette
                           Company Common Stock, $1.00 par value, as adopted by the Board of
                           Directors of The Gillette Company on November 21, 1996, filed as Exhibit 4 (a)
                           to The Gillette Company Annual Report on Form 10-K
                           for the year ended December 31, 1996, Commission File No. 1-922, incorporated by
                           reference herein..

 4.4.                      Renewed Rights Agreement dated as of December 14, 1995
                           between The Gillette
                           Company and The First National Bank of Boston, filed as Exhibit 4
                           to The
                           Gillette Company Current Report on Form 8-K, dated December 18, 1995,
                           Commission File No. 1-922, incorporated by reference herein.

4.5                        Form of Certificate of Designation,
                           Preferences and Rights of Series A Junior Participating Preferred Stock of The
                           Gillette Company filed as Exhibit A to Exhibit 1 to The Gillette Company Current
                           Report on Form 8-K, dated December 30, 1985, Commission File No. 1-922,
                           incorporated by reference herein.

4.6                        Amendment to Certificate of Designation, Preferences and
                           Rights of Series A Junior Participating Preferred Stock, filed as
                           Exhibit 4 (c) to The Gillette Company Annual Report on Form 10-K for the year
                           ended December 31, 1996, Commission File No. 1-922, incorporated by reference
                           herein.

 4.7                       Certificate of Designation of the Series C ESOP Convertible Preferred
                           Stock
                           of The Gillette Company, dated January 17, 1990, filed as Exhibit 4(e) to
                           The Gillette Company Annual Report on Form 10-K for the year ended December
                           31, 1989, Commission File No. 1-922, incorporated by
                           reference herein.

 4.8                       Certificate of Amendment relating to an increase in the amount of
                           authorized shares of preferred stock and common stock, filed as
                           Exhibit
                           3(i) to The Gillette Company Quarterly Report on Form 10-Q for the
                           period
                           ended March 31, 1995, Commission File No. 1-922, incorporated by
                           reference
                           herein.

 5.                        Opinion of Joseph E. Mullaney, Vice Chairman of the Board of The
                           Gillette Company.

 23.                       Consent of KPMG Peat Marwick LLP.

 24.                       Power of Attorney.