Exhibit 10.7

                                   AMENDMENT TO AVON PRODUCTS, INC.
                                       BENEFIT RESTORATION PLAN*
                                  (Effective as of December 5, 2001)

                    Section 3.1 is hereby amended by changing the first
       sentence thereof as follows:

                   The annual amount of Supplemental Benefit payable with
respect to a Member,expressed as a single life annuity, shall be equal to:


                        (a)  the amount of the Retirement Allowance that
     would be payable in theform of a single life annuity if (i) the
     limitations of Code Section 415 were not applicable, (ii) the annual
     compensation limitations under Code Section 401(a)(17) were not
     applicable, [and] (iii) the definition of compensation under the
     Retirement Plan included compensation electively deferred by the Member
     for the plan year (as defined in the Retirement Plan) to a deferred
     compensation plan or program maintained by the Company, and (iv) the
     definition of compensation under the Retirement Plan included the
     amount of the award for 2001 and later years under the
     Avon Products, Inc. Management Incentive Plan that is paid in the form
     of restricted stock or stock options, but not in excess of the amount
     determined to be the base award for the year under the Avon Products,
     Inc. Management Incentive Plan plus any premium for superior
     performance, disregarding any enhancement provided as a result of
     payment in the form of restricted stock or stock options rather than
     cash; less


                        (b) the Retirement Allowance that is actually
     payable to the Member.


                                      AVON PRODUCTS, INC.


Date:  December 5, 2001              By /s/ Andrea Jung