Edgar Filing: GILLETTE CO

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WILLARD RICHARD K

2. Issuer Name and Ticker or Trading Symbol
GILLETTE CO [G]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SR Vp & General Counsel

(Last)

(First)

(Middle)

PRUDENTIAL TOWER BUILDING - 42

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2005

(Street)

BOSTON, MA 021998004

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock $1 Par value	10/01/2005		D⁽¹⁾		1,112.7	D	$ 0	0	I	By Savings Plan Trust - 401(k)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Supplemental Savings Plan Units

⁽²⁾

10/01/2005

6,673.6

10/01/2005⁽³⁾

10/01/2005

Common Stock $1 Par value

6,673.6

$ 0

Employee StockOption (right to buy)

$ 32.38

10/01/2005

D⁽⁴⁾

100,000

06/19/2004

06/18/2013

Common Stock $1 Par value

100,000

$ 0

Employee Stock Option (right to buy)

$ 36.16

10/01/2005

D⁽⁴⁾

80,000

11/01/2000

10/30/2009

Common Stock $1 Par value

80,000

$ 0

Employee Stock Option (right to buy)

$ 41.625

10/01/2005

D⁽⁴⁾

40,000

12/02/2000

12/01/2009

Common Stock $1 Par value

40,000

$ 0

Employee Stock Option (right to buy)

$ 32.03

10/01/2005

D⁽⁴⁾

110,000

06/15/2001

06/14/2010

Common Stock $1 Par value

110,000

$ 0

Employee Stock Option (right to buy)

$ 32.185

10/01/2005

D⁽⁴⁾

65,000

02/15/2002

02/14/2011

Common Stock $1 Par value

65,000

$ 0

Employee Stock Option (right to buy)

$ 28.26

10/01/2005

D⁽⁴⁾

100,000

06/21/2002

06/20/2011

Common Stock $1 Par value

100,000

$ 0

Employee Stock Option (right to buy)

$ 35.58

10/01/2005

D⁽⁴⁾

100,000

06/20/2003

06/19/2012

Common Stock $1 Par value

100,000

$ 0

Employee Stock Option (right to buy)

$ 43.1

10/01/2005

D⁽⁴⁾

95,000

06/17/2005

06/16/2014

Common Stock $1 Par value

95,000

$ 0

Employee Stock Option (right to buy)

$ 51.96

10/01/2005

D⁽⁴⁾

75,000

06/16/2006

06/15/2015

Common Stock $1 Par value

75,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WILLARD RICHARD K PRUDENTIAL TOWER BUILDING - 42 BOSTON, MA 021998004			SR Vp & General Counsel

Signatures

By: Carol S. Fischman as Attorney in Fact		10/01/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Disposed of pursuant to merger agreement between The Gillette Company and The Procter & Gamble Company in exchange for shares of The Procter & Gamble Company at an exchange ratio of .975 per share having a market price of $59.46 per share on the effective date of the merger.
(2)	1-for-1
(3)	These stock units were assumed by The Procter & Gamble Company in the merger and replaced with stock units of The Procter & Gamble Company converted at an exchange ration of .975 per unit.
(4)	This option was assumed by The Procter & Gamble Company in the merger and replaced with an option to purchase shares of The Procter & Gamble Company converted at an exchange ratio of .975 per share.

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