SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Kennedy David L (Last) (First) (Middle) 237 PARK AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/02/2006	3. Issuer Name and Ticker or Trading Symbol REVLON INC /DE/ [ REV ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) CFO and Exec. Vice President	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	222,477	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (Right to Buy)	(1)	03/07/2012	Class A Common Stock	135,000	$2.55	D
Employee Stock Options (Right to Buy)	(2)	04/14/2011	Class A Common Stock	1,493,000	$3.03	D
Employee Stock Options (Right to Buy)	(3)	04/22/2013	Class A Common Stock	50,000	$3.06	D
Employee Stock Options (Right to Buy)	(4)	06/21/2012	Class A Common Stock	150,000	$4.96	D

Explanation of Responses:

1. These options vest in four equal annual installments beginning on March 7, 2006.

2. 746,500 of these options were vested as of December 31, 2005. The remaining 746,500 options vest in equal installments on December 31, 2006 and 2007.

3. 25,000 of these options were vested as of April 22, 2005. The remaining 25,000 options vest in equal installments on April 22, 2006 and 2007.

4. 112,500 of these options were vested as of June 21, 2005. The remaining 37,500 options vest on June 21, 2006.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Robert K. Kretzman for David L. Kennedy pursuant to a Power of Attorney granted on March 2, 2006	03/03/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.