8-K

UNITED STATES
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):   August 23, 2005

Avon Products, Inc.

(Exact name of registrant as specified in its charter)

New York	1-4881	13-0544597
(State or other jurisdiction of incorporation)	(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01 Entry into a Material Definitive Agreement

     On August 23, 2005, Avon Products, Inc. (the “Company”) and Avon Capital Corporation, a wholly owned subsidiary of the Company (“ACC” and, together with the Company, the “Borrowers”), entered into a Credit Agreement with Bank of America, N.A. (the “Bank of America Credit Agreement”). On the same date, the Borrowers also entered into a separate Credit Agreement with Citibank, N.A., on substantially the same terms as the Bank of America Credit Agreement (the “Citibank Credit Agreement” and, together with the Bank of America Credit Agreement, the “Credit Agreements”). The Credit Agreements incorporate by reference certain terms and conditions of the existing $600,000,000 Revolving Credit and Competitive Advance Facility Agreement, dated as of May 1, 2001, among the Borrowers, the lenders party thereto, and The Chase Manhattan Bank, as administrative agent for such lenders (the “Existing Facility”). The Credit Agreements, like the Existing Facility, are available for general corporate purposes, including to support issuances of commercial paper.

     Each of the Credit Agreements provides for a $200.0 million revolving credit facility, of which the entire amount is currently undrawn and available under both Credit Agreements. The Company has provided an unconditional guarantee of the full and punctual payment of ACC’s obligations under each of the Credit Agreements. Amounts under the Credit Agreements may be borrowed, repaid and reborrowed by the Borrowers (pro rata between the two Credit Agreements) from time to time until the maturity of the Credit Agreements on August 22, 2006. Upon the issuance by the Company or any of its subsidiaries of any debt securities in the capital markets with a maturity in excess of one year and in an amount of at least $100,000,000, the Credit Agreements shall be reduced (pro rata between the two Credit Agreements) by the amount of the net cash proceeds thereof on the fifth business day after the receipt of such proceeds. Voluntary prepayments and commitment reductions under the Credit Agreements are permitted at any time without fee (other than customary breakage costs relating to the prepayment of any drawn loans) upon proper notice and subject to a minimum dollar requirement. Borrowings under each of the Credit Agreements bear interest at a floating rate, which will be, at the Borrowers’ option, either LIBOR plus an applicable margin, which is subject to adjustment based on the credit ratings of the Company, or a base rate.

     Each of the Credit Agreements incorporates by reference the affirmative, negative and financial covenants in the Existing Facility, which are customary for financings of this type, including, among other things, limits on the incurrence of liens and a minimum interest coverage ratio. Each of the Credit Agreements also incorporates by reference the events of default in the Existing Facility, which are customary for facilities of this type (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or the lenders’ commitments may be terminated. Also under such provisions, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the Credit Agreements shall automatically become immediately due and payable, and the lenders’ commitments will automatically terminate.

(Page 2 of 4 Pages)

     Bank of America, N.A., Citibank, N.A. and their respective affiliates provide or have provided a variety of financial services to the Company and its affiliates, including investment banking, cash management, equipment financing and leasing services, the issuance of letters of credit and bank guarantees, and interest rate and foreign exchange derivative arrangements.

     The foregoing does not constitute a complete summary of the terms of the Credit Agreements, and reference is made to the complete text of these agreements, which are attached hereto as Exhibits 10.1 and 10.2, respectively, as well as the complete text of the Existing Facility, which was previously filed with the Securities and Exchange Commission as Exhibit 4 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2001.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

     The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description
10.1	Credit Agreement, dated as of August 23, 2005, among Avon Products, Inc., Avon Capital Corporation and Bank of America, N.A.
10.2	Credit Agreement, dated as of August 23, 2005, among Avon Products, Inc., Avon Capital Corporation and Citibank, N.A.

(Page 3 of 4 Pages)

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.
	(Registrant)
By	/s/ Gilbert L. Klemann, II
	Gilbert L. Klemann, II
	Senior Vice President and General Counsel

Date: August 26, 2005

(Page 4 of 4 Pages)

EX-10.1

Exhibit 10.1

EXECUTION COPY

Credit Agreement
Dated as of August 23, 2005

     CREDIT AGREEMENT dated as of August 23, 2005 among Avon Products, Inc., a New York corporation (“API”), Avon Capital Corporation, a Delaware corporation (“ACC” and collectively with API, the “Borrowers”), and Bank of America, N.A. (“Bank of America”). Capitalized terms not otherwise defined in this Agreement shall have the same meanings as specified therefor in the Amended and Restated $600,000,000 Revolving Credit and Competitive Advance Facility Agreement dated as of May 1, 2001 (as in effect on the date hereof, the “Existing Credit Agreement”) among the Borrowers, the Additional Borrowers, the lenders party thereto, and The Chase Manhattan Bank, as administrative agent for such lenders.

     SECTION 1. The Advances. (a) Bank of America hereby agrees, on the terms and conditions hereinafter set forth, to make advances (each, an “Advance”) denominated in U.S. dollars to the Borrowers from time to time on any Business Day during the period from the date of this Agreement to (but not including) the Termination Date in an aggregate principal amount not to exceed $200,000,000 (the “Facility”). Each Advance shall be made at the same time and in the same principal amount as borrowings under the credit agreement to be entered into on the date hereof with Citibank, N.A. (the “Citibank Facility”), which credit agreement shall be identical in all material respects to this Agreement and shall provide for a committed revolving credit facility to be made available to the Borrowers in the same amount and on the same terms and conditions as the Facility. Within the limits of the unused portion of the Facility in effect from time to time, any Borrower may borrow under this Section 1(a), prepay pursuant to Section 1(e) and reborrow under this Section 1(a).

     (b) A Borrower may request an Advance hereunder by giving notice thereof (a “Notice of Borrowing”), not later than 10:30 A.M. (New York City time), (A) on the Business Day of such Advance for Advances bearing interest by reference to the Base Rate (as defined below) (“Base Rate Advances”) or (B) on the third Business Days prior to such Advance for Advances bearing interest by reference to LIBOR (“Eurodollar Rate Advances”), which Notice of Borrowing sets forth the same information as is required to be included in comparable Revolving Credit Loan Requests delivered under the Existing Credit Agreement and an additional certification by the applicable Borrower that a borrowing under the Citibank Facility has been requested to be made at the same time and in the same amount as the related Advance to be made hereunder by Bank of America. Upon fulfillment of the applicable conditions set forth in Sections 2, if applicable, and 3, Bank of America will make the proceeds of such Advance available to the Borrower requesting such Advance at the account specified by such Borrower in the related Notice of Borrowing. All Notices of Borrowing may be delivered by telephone and confirmed in writing. For purposes of this Agreement, “Base Rate” means, for any day, a fluctuating rate per annum in effect from time to time, which rate per annum shall be equal to the highest of (a) the rate of interest publicly announced by Bank of America in New York, New York as its prime rate in effect on such day and (b) the sum of (i) ½ of 1% per annum and (ii) the Federal Funds Rate in effect on such day. Further, for purposes of this Agreement, the definition of “Interest Period” (as incorporated herein by reference) shall be deemed to mean periods ending seven days, one month, two months or three months after (x) the date of borrowing of the applicable Advance or (y) the last day of the preceding Interest Period, subject to clauses (i), (iii) and (except in the case of an Interest Period of seven days) (ii) of the definition of Interest Period set forth in the Existing Credit Agreement.

     (c) The Facility shall be automatically terminated and each Borrower shall repay to Bank of America the aggregate principal amount of all outstanding Advances made to it, together with accrued and unpaid interest thereon, on the earlier of August 22, 2006 and the date of the termination of

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the Facility in full pursuant to Section 1 hereof or Article 8 of the Existing Credit Agreement as incorporated by reference (the “Termination Date”). Upon the issuance by API or any of its Subsidiaries of any debt security in the capital markets with a maturity in excess of one year and in an amount of $100,000,000 or more, the Facility shall automatically reduce by an amount equal to 50% of the net cash proceeds from any such issuance on the fifth Business Day after the date of receipt by API or its Subsidiaries of such proceeds.

     (d) API may, upon at least three Business Days' notice to Bank of America, terminate in whole or reduce in part the unused portions of the Facility, provided that the Facility shall be reduced on any date on which the Citibank Facility is being reduced by an amount equal to the amount of the reduction of the Citibank Facility being made on such date. The Borrowers shall, on each date of a reduction in the Facility as set forth in Section 1(c) above or this Section 1(d), repay the Advances in a principal amount equal to the excess of the aggregate principal amount of the outstanding Advances over the Facility as so reduced.

     (e) Either Borrower may, upon notice given to Bank of America not later than 10:30 A.M. (New York City time) (i) on the date of the proposed prepayment, in the case of a prepayment of Base Rate Advances or (ii) on the third Business Day prior to the date of prepayment, in the case of a prepayment of Eurodollar Rate Advances, in each case stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the aggregate principal amount of the Advances specified in such notice, provided, however, that the Borrowers shall prepay Advances outstanding hereunder on any date on which outstanding advances are being prepaid under the Citibank Facility by an amount equal to the amount of the outstanding advances under the Citibank Facility being so prepaid on such date. All notices of prepayment may be given by telephone confirmed in writing. All prepayments under this Section 1(e) shall be made together with (i) accrued and unpaid interest to the date of such prepayment on the principal amount so prepaid and (ii) in the case of any such prepayment of a Eurodollar Rate Advance on a date other than the last day of an Interest Period therefor, any amounts owing in respect of Eurodollar Rate Advances pursuant to Section 4.03 of the Existing Credit Agreement as incorporated herein by reference.

     (f) Each Borrower shall pay interest on the unpaid principal amount of each Advance made to it from the date of such Advance until the principal amount thereof is paid in full on the dates for payment specified for advances of the same type under the Existing Credit Agreement and a rate per annum equal, in the case of Base Rate Advances, to the Base Rate in effect from time to time and, in the case of Eurodollar Rate Advances, to the sum of the Eurodollar LIBOR in effect for the applicable Interest Period plus 0.20% per annum. Similarly, API shall pay a facility fee on the Facility from the date of this Agreement to the Termination Date at the rate of 0.05% per annum.

     (g) Each Borrower shall make each payment hereunder, irrespective of any right of counterclaim or setoff, not later than 2:00 P.M. (New York City time) on the day when due in U.S. dollars and in same day funds to Bank of America at the account of Bank of America most recently specified in writing to the Borrowers by Bank of America. All computations of interest determined by reference to clause (a) of the definition of “Base Rate” and of facility fees payable hereunder shall be made on the basis of a year of 365 or 366 days, as the case may be, and all other computations of interest payable hereunder shall be made on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable.

     (h) The proceeds of the Advances shall be available for general corporate purposes, which shall include the use thereof, directly or indirectly, for the purpose, whether immediate, incidental

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or ultimate, of funding or making payments on account of the purchase, redemption and retirement by API of any shares of capital stock of API or any related option, warrant or similar right.

     SECTION 2. Conditions Precedent to Effectiveness. This Agreement shall become effective on the first date (the “Effective Date”) on which all of the following conditions precedent have been satisfied:

     (a) The conditions precedent to the closing date under Sections 6.01(a), 6.01(b)(i)(B)(2) and (4), 6.01(b)(i)(C), 6.01(b)(ii)(B)(2) and (4) and 6.01(b)(ii)(C) of the Existing Credit Agreement shall have been satisfied with respect to this Agreement as if such conditions precedent were set forth in full herein (with appropriate modifications to refer to Bank of America, as the lender, the Facility and this Agreement).

     (b) Bank of America shall have received written opinions, addressed to it, dated the Effective Date, from Gilbert L. Klemann, II, General Counsel of API, in substantially the form of Exhibit A to the this Agreement.

     SECTION 3. Conditions Precedent to Each Advance. The obligation of Bank of America to make an Advance shall be subject to the further conditions precedent that on the date of such Advance and after giving effect thereto, each of the following conditions precedent shall have been satisfied or waived in writing by Bank of America (and the acceptance by either Borrower of the proceeds of such Advance shall constitute a representation and warranty by such Borrower that, on the date of such Advance, such conditions have been satisfied or waived):

     (a) the representations and warranties incorporated by reference into this Agreement from Section 5.01 of the Existing Credit Agreement (other than the representations and warranties contained in Sections 5.01(d)(ii) and 5.01(e) of the Existing Credit Agreement, as incorporated herein by reference, or any other representations or warranties that expressly relate to a date certain) are true and correct with the same effect as though such representations and warranties had been made at the time of such Advance;

      (b) no Default or an Event of Default shall have occurred and be continuing; and

     (c) a borrowing under the Citibank Facility has been requested to be made at the same time and in the same amount as such Advance is to be made by Bank of America.

     SECTION 4. Incorporation by Reference. (a) All of the terms and conditions of the Existing Credit Agreement (including, without limitation, all representations and warranties, covenants, events of default, increased costs, taxes, capital adequacy, assignment and confidentiality provisions, and all defined terms used therein and exhibits and schedules to the Existing Credit Agreement referred to therein, but excluding Section 3.08 of the Existing Credit Agreement, any references thereto, any reference in the Existing Credit Agreement to the “Disclosed SEC Investigation” or the “Utilization Fee” and, except as expressly otherwise set forth or incorporated herein by reference, Article 6 of the Existing Credit Agreement) that are not otherwise expressly set forth in this Agreement are specifically incorporated herein by reference with the same force and effect as if the same were set out in this Agreement in full. Except as otherwise provided herein, all references in such incorporated provisions to the “Administrative Agent”, a “Bank” or the “Banks” or words of similar import or to “this Agreement”, “hereof”, “hereto” or “hereunder” or words of similar import shall, without further reference, mean and refer to Bank of America under this Agreement and to this Agreement, respectively; all references in such incorporated provisions to “API”, “ACC”, a “Borrower” or the “Borrowers” shall, without further reference, mean and refer to such Borrower hereunder; all references in such incorporated provisions to a

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“Revolving Credit Loan” or the “Revolving Credit Loans” or a “Borrowing” or words of similar import shall, without further reference, mean and refer to an Advance or the Advances, as appropriate, hereunder; all references in such incorporated provisions to a “Commitment” or the “Total Commitment” shall, without further reference, mean and refer to the Facility hereunder; all references in such incorporated provisions to the “Termination Date” shall, without further reference, mean and refer to the Termination Date hereunder; all references in such incorporated provisions to the date “December 31, 2000” shall, without further reference, mean and refer to the date December 31, 2004; all references in such incorporated provisions to “Schedule 5.01(e)” shall, without further reference, mean and refer to Schedule 5.01(e) to this Agreement; and all references in such incorporated provisions to “the date hereof” or words of similar import shall, without further reference, mean and refer to the date of this Agreement. Similarly, to the extent any word or phrase is defined in this Agreement, any such word or phrase appearing in provisions so incorporated by reference from the Existing Credit Agreement shall have the meaning given to it in this Agreement. If any of the terms of the Existing Credit Agreement are inconsistent with the terms of this Agreement, then the terms of this Agreement shall be controlling. The incorporation by reference into this Agreement of the terms and conditions of the Existing Credit Agreement is for convenience (i.e., economy of language) only, and this Agreement and the Existing Credit Agreement shall at all times be, and be deemed to be and treated as, separate and distinct loan obligations. The incorporation by reference into this Agreement of the terms and conditions of the Existing Credit Agreement shall not be affected or impaired by any subsequent amendment, expiration or termination of the Existing Credit Agreement.

     (b) At the request of Bank of America and with the consent of each Borrower (not to be unreasonably withheld), this Agreement shall be amended and restated to set forth in full the provisions incorporated by reference herein from the Existing Credit Agreement and, by its execution of this Agreement, each Borrower hereby agrees to modify the terms and provisions of this Agreement as appropriate to provide for the inclusion of additional lenders upon any assignment or proposed assignment by Bank of America of its rights and obligations hereunder effected in accordance with Section 5(h). In addition, API hereby agrees to notify Bank of America promptly and in any event within three Business Days of any amendment, supplement or other modification to the Existing Credit Agreement and, at the request of Bank of America, to enter into any amendment or supplement to this Agreement proposed by Bank of America to incorporate comparable amendments, supplements or other modifications to this Agreement.

     SECTION 5. Miscellaneous. (a) No amendment or waiver of any provision of this Agreement, nor consent to any departure by either Borrower herefrom, shall in any event be effective unless the same shall be in writing and signed by each Borrower and Bank of America, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

     (b) All notices and other communications provided for hereunder (except as specified in Section 1(b) or 1(e)) shall be in writing (including telecopier, telegraphic or telex) and mailed, telecopied, telegraphed, telexed or delivered, if to either Borrower, at the address of API at 1345 Avenue of the Americas, New York, New York 10105, Telephone: 212-282-5114, Telecopy: 212-282-6116, Attention: Mr. Dennis Ling, Senior Vice President Finance-Treasurer; and if to Bank of America, at its address at 231 S. LaSalle St., 10th Floor, Chicago, Illinois 60604, Telephone: (312) 828-3092, Telecopy: (415) 503-5113, Attention: Mr. Casey Cosgrove; or, as to each party, at such other address as shall be designated by such party in a written notice to the other party. All such notices and communications shall be effective when delivered at the applicable address.

     (c) No failure on the part of Bank of America to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right

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hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

     (d) API agrees to pay on demand all reasonable out-of-pocket expenses incurred by Bank of America, including the reasonable fees and disbursements of one firm of counsel (plus on firm of local counsel in any relevant jurisdiction to the extent necessary or appropriate in connection with any proceeding relating to enforcement) in connection with the negotiation and execution of this Agreement and, if necessary, in connection with the administration and enforcement of any provisions of this Agreement.

     (e) API agrees to indemnify Bank of America and each of its directors, officers, employees, agents and controlling persons (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of, (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties thereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) the use of the proceeds of the Advances or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted form the gross negligence or willful misconduct of any Indemnitee.

     The provisions of this Section 5(e) shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Advances, the reduction or cancellation of the Facility, the invalidity or unenforceability of any term or provision of this Agreement, or any investigation made by or on behalf of Bank of America. All amounts due under this Section 5(e) shall be payable in immediately available funds upon written demand thereof.

     (f) This Agreement shall be binding upon and inure to the benefit of the Borrowers and Bank of America and their respective successors and assigns, except that no Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of Bank of America.

     (g) Bank of America may assign to one or more Persons reasonably satisfactory to API all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Facility and the Advances owing to it) on the same terms and subject to the same conditions as are set forth for assignments by lenders under the Existing Credit Agreement. In connection with any such assignment, each Borrower agrees to execute and deliver such documentation as Bank of America or any such permitted assignee may reasonably request to evidence such assignment and the rights and obligations of such assignee hereunder.

     (h) This Agreement may be executed in separate counterparts by the parties hereto, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

     (i) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

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     (j) Any judicial proceeding brought against either Borrower with respect to this Agreement may be brought in any court of competent jurisdiction in the City of New York, and, by its execution and delivery of this Agreement, each Borrower shall be deemed, to the fullest extent permitted by law, to (a) accept, generally and unconditionally, the jurisdiction of such courts, (b) irrevocably waive any objection they may now or hereafter have as to the venue of any suit, action or proceeding brought in such a court or that such court is an inconvenient forum and (c) consent that service of process upon any of them may be made by certified or registered mail, return receipt requested, at their address specified or determined in accordance with the provisions of Section 5(b) and service so made shall be deemed completed when received. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of Bank of America to bring proceedings against any Borrower in the courts of any other jurisdiction.

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     (k) Waiver of Right to Jury. Each of the Borrowers and Bank of America waives trial by jury in any judicial proceeding involving, directly or indirectly, any matter (whether sounding in tort, contract or otherwise) in any way arising out of, related to, or connected with this Agreement or the relationships established hereby.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

AVON PRODUCTS, INC.
By:	/s/ Dennis Ling
	Name:	Dennis Ling
	Title:	Senior Vice President, Global Finance and Treasurer

AVON CAPITAL CORPORATION
By:	/s/ Dennis Ling
	Name:	Dennis Ling
	Title:	Vice President and Treasurer

BANK OF AMERICA, N.A.
By:	/s/ J. Casey Cosgrove
	Name:	J. Casey Cosgrove
	Title:	Vice President

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SCHEDULE 5.01(e)

Certain Litigation

          See (i) API’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, (ii) API’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2005 and June 30, 2005 and (iii) API’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on August 2, 2005 and August 19, 2005.

EX-10.2

Exhibit 10.2

EXECUTION COPY

Credit Agreement
Dated as of August 23, 2005

     CREDIT AGREEMENT dated as of August 23, 2005 among Avon Products, Inc., a New York corporation (“API”), Avon Capital Corporation, a Delaware corporation (“ACC” and collectively with API, the “Borrowers”), and Citibank, N.A. (“Citibank”). Capitalized terms not otherwise defined in this Agreement shall have the same meanings as specified therefor in the Amended and Restated $600,000,000 Revolving Credit and Competitive Advance Facility Agreement dated as of May 1, 2001 (as in effect on the date hereof, the “Existing Credit Agreement”) among the Borrowers, the Additional Borrowers, the lenders party thereto, and The Chase Manhattan Bank, as administrative agent for such lenders.

     SECTION 1. The Advances. (a) Citibank hereby agrees, on the terms and conditions hereinafter set forth, to make advances (each, an “Advance”) denominated in U.S. dollars to the Borrowers from time to time on any Business Day during the period from the date of this Agreement to (but not including) the Termination Date in an aggregate principal amount not to exceed $200,000,000 (the “Facility”). Each Advance shall be made at the same time and in the same principal amount as borrowings under the credit agreement to be entered into on the date hereof with Bank of America, N.A. (the “Bank of America Facility”), which credit agreement shall be identical in all material respects to this Agreement and shall provide for a committed revolving credit facility to be made available to the Borrowers in the same amount and on the same terms and conditions as the Facility. Within the limits of the unused portion of the Facility in effect from time to time, any Borrower may borrow under this Section 1(a), prepay pursuant to Section 1(e) and reborrow under this Section 1(a).

     (b) A Borrower may request an Advance hereunder by giving notice thereof (a “Notice of Borrowing”), not later than 10:30 A.M. (New York City time), (A) on the Business Day of such Advance for Advances bearing interest by reference to the Base Rate (as defined below) (“Base Rate Advances”) or (B) on the third Business Days prior to such Advance for Advances bearing interest by reference to LIBOR (“Eurodollar Rate Advances”), which Notice of Borrowing sets forth the same information as is required to be included in comparable Revolving Credit Loan Requests delivered under the Existing Credit Agreement and an additional certification by the applicable Borrower that a borrowing under the Bank of America Facility has been requested to be made at the same time and in the same amount as the related Advance to be made hereunder by Citibank. Upon fulfillment of the applicable conditions set forth in Sections 2, if applicable, and 3, Citibank will make the proceeds of such Advance available to the Borrower requesting such Advance at the account specified by such Borrower in the related Notice of Borrowing. All Notices of Borrowing may be delivered by telephone and confirmed in writing. For purposes of this Agreement, “Base Rate” means, for any day, a fluctuating rate per annum in effect from time to time, which rate per annum shall be equal to the highest of (a) the rate of interest publicly announced by Citibank in New York, New York as its base rate in effect on such day and (b) the sum of (i) ½ of 1% per annum and (ii) the Federal Funds Rate in effect on such day. Further, for purposes of this Agreement, the definition of “Interest Period” (as incorporated herein by reference) shall be deemed to mean periods ending seven days, one month, two months or three months after (x) the date of borrowing of the applicable Advance or (y) the last day of the preceding Interest Period, subject to clauses (i), (iii) and (except in the case of an Interest Period of seven days) (ii) of the definition of Interest Period set forth in the Existing Credit Agreement.

     (c) The Facility shall be automatically terminated and each Borrower shall repay to Citibank the aggregate principal amount of all outstanding Advances made to it, together with accrued and unpaid interest thereon, on the earlier of August 22, 2006 and the date of the termination of the

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Facility in full pursuant to Section 1 hereof or Article 8 of the Existing Credit Agreement as incorporated by reference (the “Termination Date”). Upon the issuance by API or any of its Subsidiaries of any debt security in the capital markets with a maturity in excess of one year and in an amount of $100,000,000 or more, the Facility shall automatically reduce by an amount equal to 50% of the net cash proceeds from any such issuance on the fifth Business Day after the date of receipt by API or its Subsidiaries of such proceeds.

     (d) API may, upon at least three Business Days' notice to Citibank, terminate in whole or reduce in part the unused portions of the Facility, provided that the Facility shall be reduced on any date on which the Bank of America Facility is being reduced by an amount equal to the amount of the reduction of the Bank of America Facility being made on such date. The Borrowers shall, on each date of a reduction in the Facility as set forth in Section 1(c) above or this Section 1(d), repay the Advances in a principal amount equal to the excess of the aggregate principal amount of the outstanding Advances over the Facility as so reduced.

     (e) Either Borrower may, upon notice given to Citibank not later than 10:30 A.M. (New York City time) (i) on the date of the proposed prepayment, in the case of a prepayment of Base Rate Advances or (ii) on the third Business Day prior to the date of prepayment, in the case of a prepayment of Eurodollar Rate Advances, in each case stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the aggregate principal amount of the Advances specified in such notice, provided, however, that the Borrowers shall prepay Advances outstanding hereunder on any date on which outstanding advances are being prepaid under the Bank of America Facility by an amount equal to the amount of the outstanding advances under the Bank of America Facility being so prepaid on such date. All notices of prepayment may be given by telephone confirmed in writing. All prepayments under this Section 1(e) shall be made together with (i) accrued and unpaid interest to the date of such prepayment on the principal amount so prepaid and (ii) in the case of any such prepayment of a Eurodollar Rate Advance on a date other than the last day of an Interest Period therefor, any amounts owing in respect of Eurodollar Rate Advances pursuant to Section 4.03 of the Existing Credit Agreement as incorporated herein by reference.

     (f) Each Borrower shall pay interest on the unpaid principal amount of each Advance made to it from the date of such Advance until the principal amount thereof is paid in full on the dates for payment specified for advances of the same type under the Existing Credit Agreement and a rate per annum equal, in the case of Base Rate Advances, to the Base Rate in effect from time to time and, in the case of Eurodollar Rate Advances, to the sum of the Eurodollar LIBOR in effect for the applicable Interest Period plus 0.20% per annum. Similarly, API shall pay a facility fee on the Facility from the date of this Agreement to the Termination Date at the rate of 0.05% per annum.

     (g) Each Borrower shall make each payment hereunder, irrespective of any right of counterclaim or setoff, not later than 2:00 P.M. (New York City time) on the day when due in U.S. dollars and in same day funds to Citibank at the account of Citibank most recently specified in writing to the Borrowers by Citibank. All computations of interest determined by reference to clause (a) of the definition of “Base Rate” and of facility fees payable hereunder shall be made on the basis of a year of 365 or 366 days, as the case may be, and all other computations of interest payable hereunder shall be made on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable.

     (h) The proceeds of the Advances shall be available for general corporate purposes, which shall include the use thereof, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of funding or making payments on account of the purchase, redemption and retirement by API of any shares of capital stock of API or any related option, warrant or similar right.

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     SECTION 2. Conditions Precedent to Effectiveness. This Agreement shall become effective on the first date (the “Effective Date”) on which all of the following conditions precedent have been satisfied:

     (a) The conditions precedent to the closing date under Sections 6.01(a), 6.01(b)(i)(B)(2) and (4), 6.01(b)(i)(C), 6.01(b)(ii)(B)(2) and (4) and 6.01(b)(ii)(C) of the Existing Credit Agreement shall have been satisfied with respect to this Agreement as if such conditions precedent were set forth in full herein (with appropriate modifications to refer to Citibank, as the lender, the Facility and this Agreement).

     (b) Citibank shall have received written opinions, addressed to it, dated the Effective Date, from Gilbert L. Klemann, II, General Counsel of API, in substantially the form of Exhibit A to the this Agreement.

     SECTION 3. Conditions Precedent to Each Advance. The obligation of Citibank to make an Advance shall be subject to the further conditions precedent that on the date of such Advance and after giving effect thereto, each of the following conditions precedent shall have been satisfied or waived in writing by Citibank (and the acceptance by either Borrower of the proceeds of such Advance shall constitute a representation and warranty by such Borrower that, on the date of such Advance, such conditions have been satisfied or waived):

     (a) the representations and warranties incorporated by reference into this Agreement from Section 5.01 of the Existing Credit Agreement (other than the representations and warranties contained in Sections 5.01(d)(ii) and 5.01(e) of the Existing Credit Agreement, as incorporated herein by reference, or any other representations or warranties that expressly relate to a date certain) are true and correct with the same effect as though such representations and warranties had been made at the time of such Advance;

      (b) no Default or an Event of Default shall have occurred and be continuing; and

     (c) a borrowing under the Bank of America Facility has been requested to be made at the same time and in the same amount as such Advance is to be made by Citibank.

     SECTION 4. Incorporation by Reference. (a) All of the terms and conditions of the Existing Credit Agreement (including, without limitation, all representations and warranties, covenants, events of default, increased costs, taxes, capital adequacy, assignment and confidentiality provisions, and all defined terms used therein and exhibits and schedules to the Existing Credit Agreement referred to therein, but excluding Section 3.08 of the Existing Credit Agreement, any references thereto, any reference in the Existing Credit Agreement to the “Disclosed SEC Investigation” or the “Utilization Fee” and, except as expressly otherwise set forth or incorporated herein by reference, Article 6 of the Existing Credit Agreement) that are not otherwise expressly set forth in this Agreement are specifically incorporated herein by reference with the same force and effect as if the same were set out in this Agreement in full. Except as otherwise provided herein, all references in such incorporated provisions to the “Administrative Agent”, a “Bank” or the “Banks” or words of similar import or to “this Agreement”, “hereof”, “hereto” or “hereunder” or words of similar import shall, without further reference, mean and refer to Citibank under this Agreement and to this Agreement, respectively; all references in such incorporated provisions to “API”, “ACC”, a “Borrower” or the “Borrowers” shall, without further reference, mean and refer to such Borrower hereunder; all references in such incorporated provisions to a “Revolving Credit Loan” or the “Revolving Credit Loans” or a “Borrowing” or words of similar import shall, without further reference, mean and refer to an Advance or the Advances, as appropriate, hereunder; all references in such incorporated provisions to a “Commitment” or the “Total Commitment”

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shall, without further reference, mean and refer to the Facility hereunder; all references in such incorporated provisions to the “Termination Date” shall, without further reference, mean and refer to the Termination Date hereunder; all references in such incorporated provisions to the date “December 31, 2000” shall, without further reference, mean and refer to the date December 31, 2004; all references in such incorporated provisions to “Schedule 5.01(e)” shall, without further reference, mean and refer to Schedule 5.01(e) to this Agreement; and all references in such incorporated provisions to “the date hereof” or words of similar import shall, without further reference, mean and refer to the date of this Agreement. Similarly, to the extent any word or phrase is defined in this Agreement, any such word or phrase appearing in provisions so incorporated by reference from the Existing Credit Agreement shall have the meaning given to it in this Agreement. If any of the terms of the Existing Credit Agreement are inconsistent with the terms of this Agreement, then the terms of this Agreement shall be controlling. The incorporation by reference into this Agreement of the terms and conditions of the Existing Credit Agreement is for convenience (i.e., economy of language) only, and this Agreement and the Existing Credit Agreement shall at all times be, and be deemed to be and treated as, separate and distinct loan obligations. The incorporation by reference into this Agreement of the terms and conditions of the Existing Credit Agreement shall not be affected or impaired by any subsequent amendment, expiration or termination of the Existing Credit Agreement.

     (b) At the request of Citibank and with the consent of each Borrower (not to be unreasonably withheld), this Agreement shall be amended and restated to set forth in full the provisions incorporated by reference herein from the Existing Credit Agreement and, by its execution of this Agreement, each Borrower hereby agrees to modify the terms and provisions of this Agreement as appropriate to provide for the inclusion of additional lenders upon any assignment or proposed assignment by Citibank of its rights and obligations hereunder effected in accordance with Section 5(h). In addition, API hereby agrees to notify Citibank promptly and in any event within three Business Days of any amendment, supplement or other modification to the Existing Credit Agreement and, at the request of Citibank, to enter into any amendment or supplement to this Agreement proposed by Citibank to incorporate comparable amendments, supplements or other modifications to this Agreement.

     SECTION 5. Miscellaneous. (a) No amendment or waiver of any provision of this Agreement, nor consent to any departure by either Borrower herefrom, shall in any event be effective unless the same shall be in writing and signed by each Borrower and Citibank, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

     (b) All notices and other communications provided for hereunder (except as specified in Section 1(b) or 1(e)) shall be in writing (including telecopier, telegraphic or telex) and mailed, telecopied, telegraphed, telexed or delivered, if to either Borrower, at the address of API at 1345 Avenue of the Americas, New York, New York 10105, Telephone: 212-282-5114, Telecopy: 212-282-6116, Attention: Mr. Dennis Ling, Senior Vice President Finance-Treasurer; and if to Citibank, at its address at 388 Greenwich Street, New York, New York 10013, Telephone: (212) 816-8161, Telecopy: (212) 816-8153, Attention: Mr. Sandy Salgado; or, as to each party, at such other address as shall be designated by such party in a written notice to the other party. All such notices and communications shall be effective when delivered at the applicable address.

     (c) No failure on the part of Citibank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

     (d) API agrees to pay on demand all reasonable out-of-pocket expenses incurred by Citibank, including the reasonable fees and disbursements of one firm of counsel (plus on firm of local

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counsel in any relevant jurisdiction to the extent necessary or appropriate in connection with any proceeding relating to enforcement) in connection with the negotiation and execution of this Agreement and, if necessary, in connection with the administration and enforcement of any provisions of this Agreement.

     (e) API agrees to indemnify Citibank and each of its directors, officers, employees, agents and controlling persons (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of, (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties thereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) the use of the proceeds of the Advances or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted form the gross negligence or willful misconduct of any Indemnitee.

     The provisions of this Section 5(e) shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Advances, the reduction or cancellation of the Facility, the invalidity or unenforceability of any term or provision of this Agreement, or any investigation made by or on behalf of Citibank. All amounts due under this Section 5(e) shall be payable in immediately available funds upon written demand thereof.

     (f) This Agreement shall be binding upon and inure to the benefit of the Borrowers and Citibank and their respective successors and assigns, except that no Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of Citibank.

     (g) Citibank may assign to one or more Persons reasonably satisfactory to API all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Facility and the Advances owing to it) on the same terms and subject to the same conditions as are set forth for assignments by lenders under the Existing Credit Agreement. In connection with any such assignment, each Borrower agrees to execute and deliver such documentation as Citibank or any such permitted assignee may reasonably request to evidence such assignment and the rights and obligations of such assignee hereunder.

     (h) This Agreement may be executed in separate counterparts by the parties hereto, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

     (i) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

     (j) Any judicial proceeding brought against either Borrower with respect to this Agreement may be brought in any court of competent jurisdiction in the City of New York, and, by its execution and delivery of this Agreement, each Borrower shall be deemed, to the fullest extent permitted by law, to (a) accept, generally and unconditionally, the jurisdiction of such courts, (b) irrevocably waive any objection they may now or hereafter have as to the venue of any suit, action or proceeding brought in

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such a court or that such court is an inconvenient forum and (c) consent that service of process upon any of them may be made by certified or registered mail, return receipt requested, at their address specified or determined in accordance with the provisions of Section 5(b) and service so made shall be deemed completed when received. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of Citibank to bring proceedings against any Borrower in the courts of any other jurisdiction.

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     (k) Waiver of Right to Jury. Each of the Borrowers and Citibank waives trial by jury in any judicial proceeding involving, directly or indirectly, any matter (whether sounding in tort, contract or otherwise) in any way arising out of, related to, or connected with this Agreement or the relationships established hereby.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

AVON PRODUCTS, INC.
By:	/s/ Dennis Ling
	Name:	Dennis Ling
	Title:	Senior Vice President, Global Finance and Treasurer

AVON CAPITAL CORPORATION
By:	/s/ Dennis Ling
	Name:	Dennis Ling
	Title:	Vice President and Treasurer

CITIBANK, N.A.
By:	/s/ Judith Green
	Name:	Judith Green
	Title:	Vice President

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SCHEDULE 5.01(e)

Certain Litigation

          See (i) API’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, (ii) API’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2005 and June 30, 2005 and (iii) API’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on August 2, 2005 and August 19, 2005.