NEW YORK, AUG. 17 -- Revlon Group Inc. today made its third attempt to gain control of Gillette Co. with an offer of $4.5 billion in cash and securities, or $47 per share, nearly $15 more than its first offer in November.

Meanwhile, the cosmetic giant said it plans to sell most of its Vision Care contact lens and eye glasses unit to Britain's Pilkington PLC for $574 million. Revlon, which went private earlier this year, also said it is negotiating to sell the remaining Vision Care operations for $100 million.

Howard Gittis, Revlon vice chairman, said Revlon does not plan to sell other subsidiaries to finance the Gillette takeover. "That's the end of our sales," he said, referring to the Vision Care deal.

In its letter to Gillette, Revlon noted that its offer of $47 per share "represents a more than 100 percent premium over Gillette's share price last fall and a 45 percent premium over recent prices.

"It is only because of the unique synergies that are available through a combination that these prices can be justified," the letter said. The letter did not define "unique synergies."

The latest offer by Revlon consists of $45 cash and securities worth $2 for each Gillette share.

Gillette had no immediate comment on the offer.

Revlon also said it was willing to proceed without the price protection provision contained in an agreement reached with Gillette last fall, as well as without a financing condition.

Gittis would not speculate on how Gillette would react to the latest offer.

"Whenever you're offering $47 a share for a company that in May was trading at less than $28 a share, you would think the shareholders would be interested," Gittis said.

Gillette's stock was the most active on the New York Stock Exchange today, rising $3.12 1/2 a share to $43.25.

In June, Revlon offered $40.65 a share, or about $4.65 billion, for Gillette, in its second bid to buy the Boston-based maker of razors and personal care products. Last year, Revlon offered the equivalent of $32.50 a share for Gillette, a deal worth about $4.12 billion at the $65 price bid before a 2-for-1 stock split.

Gillette rejected the latest bid on June 18. Under terms of an agreement between the companies made after the first bid, Revlon needs Gillette's approval to make a new offer to its shareholders for 10 years. As part of that arrangement, Revlon sold its 14 percent stake in Gillette back to that company at an above-market price of $29.75 a share for a reported $34 million profit.

The agreement also requires Gillette to pay Revlon the difference between $29.75 a share and a higher price paid by an acquirer who makes a bid before Nov. 24 that is accepted by the company. That is the price protection provision Revlon offered to waive.

Nancy Hall, an analyst for Smith Barney, Harris Upham & Co., said the offer was close to her firm's estimated value of $48 per Gillette share. "We think {Revlon Chairman Ronald O.} Perelman is really playing hardball here," she said. "I think he's in it for the company and not for the payback provision."

In its latest letter to Gillette, Revlon denied Gillette's accusations that it had violated the earlier agreement, saying the pact "specifically contemplates" allowing Revlon to acquire or offering to acquire Gillette shares after obtaining written consent.

The Vision Care transaction is expected to be completed by Sept. 30. The companies signed a conditional agreement, which must be approved by Pilkington's shareholders.

Seventy percent of the deal will be financed by a new stock issue worth $408 million and the balance in cash from existing borrowing facilities, Pilkington said.

Revlon was taken private in July by MacAndrews & Forbes Holdings Inc., which is owned by Perelman. Perelman acquired control of Revlon in November 1985.