BOSTON, JUNE 18 -- Gillette Co.'s directors today rejected an unsolicited $4.66 billion takeover offer from Revlon Group Inc., the second attempt Revlon has made to buy Gillette in the past seven months.

"The board is firmly of the belief that Gillette has a bright future as an independent company," the directors said in a statement after a regularly scheduled meeting.

Revlon, the New York-based cosmetics giant, needs the consent of Gillette's board to proceed with its proposal under a "standstill agreement" the companies reached at the end of the first takeover battle in late November.

Before the board meeting, Gillette, a leading maker of razor blades and other personal-care products, announced that Revlon late Wednesday proposed to pay at least $40.50 in cash for each of Gillette's 115 million common shares outstanding.

The announcement triggered heavy trading in Gillette's common stock, which closed at $40.25 a share, up $3.25 1/2, in New York Stock Exchange composite trading. Nearly 9 million Gillette shares changed hands, making the stock the Big Board's most-active issue. Revlon's stock rose 25 cents a share, to $20, on the NYSE.

Last November, Gillette thwarted Revlon's initial $4.12 billion takeover effort by repurchasing Revlon's 14 percent stake in Gillette at an above-market price, providing Revlon with a profit of about $34 million.

Gillette also bought back an additional 10 percent of its shares from other stockholders, and then launched a restructuring plan to help reduce the debt incurred to finance the share repurchases.

In addition, Gillette and Revlon reached the standstill agreement under which Revlon is prohibited from again buying Gillette stock without Gillette's approval.

But the agreement also might allow Revlon to reap an additional windfall from its previous stake if Gillette accepts a buyout from a third company before Nov. 24.

The agreement states that if Gillette accepts a buyout before Nov. 24 for more than $29.75 a share, Gillette would have to pay Revlon the difference between the buyout price and $29.75 for each of the 9.23 million Gillette shares that Gillette repurchased from Revlon last year.

That provision concerned Gillette's directors, who said in their statement that the agreement would make it more expensive for another bidder to acquire Gillette before Nov. 24.

The directors also said the agreement could be a reason for Revlon wanting to put Gillette "in play," or make it a potential takeover target.

"The board expressed concern that the Revlon action was in violation of the terms of the 1986 Gillette-Revlon agreement," said the statement, "and noted the unusual activity in Gillette stock during the two weeks preceding the delivery of the {takeover offer} letter."

"As a result, the board authorized its counsel . . . to consider and, in consultation with management, commence litigation against Revlon . . . " with respect to these matters, the directors said.

Revlon said in a statement that it was willing to waive the disputed provision of the standstill agreement if Gillette gave Revlon consent to proceed with the $40.50 a share bid, and if Gillette pledged not to give other potential bidders any improper advantages over Revlon.

Gillette said it had no immediate reaction to the proposal.

Revlon's contention that it was willing to waive the provision could dispel speculation the company was attempting to trigger a competing bid.

"I think the question we really have to ask ourselves is, is Ron Perelman really interested in Gillette? I think the answer is no," said Andrew Shore of Shearson Lehman Bros. Inc. "I think Perelman is trying to put this company into play because he stands to make a fortune from it."