8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

     CURRENT REPORT
Pursuant to Section 13 or 15(D) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported) May 3, 2004

AVON PRODUCTS, INC.

(Exact Name of Registrant as Specified in Its Charter)

New York

(State or Other Jurisdiction of Incorporation)

1-4881	13-0544597
(Commission File Number)	(IRS Employer Identification No.)
1345 Avenue of the Americas
New York, New York	10105-0196
(Address of Principal Executive Offices)	(Zip Code)

(212) 282-5000

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events.

On May 3, 2004, Avon issued a press release announcing that (i) its Board of Directors will submit a proposal in the Company’s 2005 proxy statement to declassify the Board structure; and (ii) the proponent of a proposal to declassify Avon’s Board has withdrawn that proposal from consideration at Avon’s annual meeting of shareholders on May 6, 2004. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 6. Resignation of Registrant’s Directors.

On May 3, 2004, Brenda C. Barnes resigned from the Company's Board of Directors, effective immediately. Ms. Barnes resigned as a result of the announcement of her appointment as President and Chief Operating Officer of Sara Lee Corp. The resignation was not the result of a disagreement with Avon.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AVON PRODUCTS, INC.
Dated: May 4, 2004	By: /s/ Gilbert L. Klemann, II
	Name:	Gilbert L. Klemann, II
	Title:	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
99.1	Press Release of Avon Products, Inc., dated May 3, 2004, relating to the declassification of the Company’s Board of Directors.

EX-99.1

Exhibit 99.1

MEDIA:	INVESTORS:
Victor Beaudet	Renee Johansen
(212) 282-5344	Rob Foresti
	(212) 282-5320

AVON TO PROPOSE ANNUAL ELECTION OF DIRECTORS IN 2005

Shareholder Proposal Withdrawn From 2004 Proxy Statement

NEW YORK, N.Y., May 3, 2004 – Avon Products, Inc. (NYSE:AVP) today announced that its Board of Directors will submit a proposal in the company’s 2005 proxy statement to declassify the Board structure, leading to the annual election of directors.

     In response, Walden Asset Management, the principal proponent of declassifying Avon’s board, has chosen to withdraw its proposal from consideration at Avon’s annual meeting of shareholders on May 6, 2004.

      “Avon’s Board is committed to listening and responding proactively to shareholders,” said Andrea Jung, Avon’s chairman and chief executive officer. “Our Board has an exemplary record of service to the long-term interests of our investors, as demonstrated by the stellar 150% increase in Avon shares since 2000.”

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Avon -2-

     Discussing the Board’s decision to propose moving to the annual election of directors, Ms. Jung noted that last year, the Board conducted a diligent and comprehensive review, and had concluded that retaining a classified board structure was in the best interests of shareholders.

      “The Board believes that the current classified structure has provided the continuity of experience and perspective to facilitate long-term planning,” she said. “Nonetheless, in making this move, the Board acknowledges the strong sentiment in favor of declassification, and recognizes shareholders’ view that this measure will enhance Board accountability.”

     Timothy Smith, Senior Vice President of Walden Asset Management stated, “The proponents are pleased to withdraw this proposal and commend the Avon Board for its forward-looking perspective. Avon's top management and Board undertook a painstaking review of this issue, and are very attuned to the views of Avon shareowners who overwhelmingly registered their support for the principle of annual election of Directors to increase Board accountability. We believe this change demonstrates Avon's commitment to be a leader in corporate governance.”

     Avon is the world’s leading direct seller of beauty and related products, with $6.8 billion in annual revenues. Avon markets to women around the world through 4.4 million independent sales Representatives. Avon product lines include such recognizable brand names as Avon Color, Anew, Skin-So-Soft, Avon Solutions, Advance Techniques Hair Care, Avon Naturals, Mark, and Avon Wellness. Avon also markets an extensive line of fashion jewelry and apparel. More information about Avon and its products can be found on the company’s web site www.avoncompany.com.

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