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 6, 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 6, 2004, Avon issued a press release announcing, in part, that at its Annual Meeting of Shareholders, the proposal to amend the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock had been approved and, as a consequence, the two-for-one stock split, previously declared by the Board of Directors, will proceed. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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 11, 2004	By: /s/ Katherine A. O’Hara
	Name:	Katherine A. O’Hara
	Title:	Vice President and Associate General Counsel, Corporate and Assistant Secretary

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
99.1	Press Release of Avon Products, Inc., dated May 6, 2004, relating to the approval by the Company’s shareholders of the increase in authorized common shares, and to the two-for-one stock split

EX-99.1

Exhibit 99.1

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

AVON DECLARES REGULAR QUARTERLY DIVIDEND

Shareholders Approve Increase In Authorized Shares

Two-For-One Stock Split To Proceed

NEW YORK, N.Y., May 6, 2004 – Avon Products, Inc. (NYSE:AVP) today declared a regular quarterly dividend on its common stock of $.28 per share – or $.14 per share on a post-split basis -- payable June 1, 2004, to shareholders of record May 17, 2004.

            The company also announced that shareholders at the company’s annual meeting approved an increase in the number of authorized shares of common stock from 800 million to 1.5 billion. Avon had announced previously (on February 3, 2004) that its Board of Directors had declared a two-for-one stock split in the form of a 100% stock dividend, payable on or about May 28, to shareholders of record on May 17, 2004, contingent upon shareholder approval of the increase in authorized shares.

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Avon – 2

            New stock representing one additional share for each share held at the close of trading on the May 17 record date will be issued to shareholders in book entry form.

            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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