Exhibits 5.1 and 23.2


                             DAVIS POLK & WARDWELL
                             450 LEXINGTON AVENUE
                           NEW YORK, NEW YORK 10017


                                                     February 25, 2003




Avon Products, Inc.
1345 Avenue of the Americas,
New York, New York 10105-0196

Ladies and Gentlemen:

     We have acted as counsel for Avon Products, Inc., a New York company (the
"Company") in connection with the Registration Statement on Form S-3 (the
"Registration Statement") dated February 25, 2003 filed by the Company with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, for the registration of the sale from time to time of the Company's
senior debt securities (the "Debt Securities"), which may be issued pursuant to
a senior debt indenture (the "Indenture") between the Company and JPMorgan
Chase Bank, as trustee (the "Trustee").

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary for the purposes of
rendering this opinion.

     On the basis of the foregoing, we are of the opinion that when the
Indenture and any supplemental indenture to be entered into in connection with
the issuance of any Debt Securities have been duly authorized, executed and
delivered by the Trustee and the Company; the specific terms of a particular
series of Debt Securities have been duly authorized and established in
accordance with the Indenture; and such Debt Securities have been duly
authorized, executed, authenticated, issued and delivered in accordance with
the Indenture and the applicable underwriting or other agreement, such Debt
Securities will constitute valid and binding obligations of the Company,
enforceable in accordance with their terms, subject to the effects of
applicable bankruptcy, insolvency and similar laws affecting the enforcement of
creditors' rights generally and equitable principles of general applicability.

     In connection with the opinion expressed above, we have assumed that, at
or prior to the time of the delivery of any such security, (i) the Board of
Directors or its Finance and Strategic Planning Committee shall have duly
established the terms of such security and duly authorized the issuance and
sale of such security and such authorization shall not have been modified or
rescinded; (ii) the Registration Statement shall have been declared effective
and such effectiveness shall not have been terminated or rescinded; and (iii)
there shall not have occurred any change in law affecting the validity or
enforceability of such security. We have also assumed that none of the terms of
any security to be established subsequent to the date hereof, nor the issuance
and delivery of such security, nor the compliance by the Company with the terms
of such security will violate any applicable law or will result in a violation
of any provision of any instrument or agreement then binding upon the Company,
or any restriction imposed by any court or governmental body having
jurisdiction over the Company.

     We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the federal laws of
the United States of America.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In addition, we consent to the reference to us under
the caption "Legal Matters" in the prospectus.

     This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.

                                                     Very truly yours,

                                                 /s/ DAVIS POLK & WARDWELL