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 31, 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 31, 2005, Avon Capital Corporation (“ACC”), a wholly owned subsidiary of Avon Products, Inc. (the “Company”), increased the size of its existing commercial paper program from $600 million to $1.0 billion. Under the program, ACC may issue from time to time unsecured promissory notes, guaranteed by the Company, in the commercial paper market in private placements exempt from registration under federal and state securities laws, for a cumulative face amount not to exceed $1.0 billion outstanding at any one time and with maturities not exceeding 270 days from the date of issue. The commercial paper short-term notes issued under the program are not redeemable prior to maturity and will not be subject to voluntary prepayment. The existing $600 million five-year credit facility and $400 million 364-day credit facilities of ACC and the Company, with expiration dates of May 2006 and August 2006, respectively, are available to support issuances of commercial paper as well as for general corporate purposes. Currently, approximately $471 million of commercial paper short-term notes is outstanding under the program.

     The Company has amended its guarantee to reflect the increase in size to $1.0 billion of the commercial paper program. The guarantee provides for an unconditional guarantee of the full and punctual payment of ACC’s obligations under the commercial paper short-term notes that may be issued from time to time under the $1.0 billion program. The foregoing does not constitute a complete summary of the terms of the guarantee, and reference is made to the complete text of the guarantee, which is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description
10.1	Guarantee of Avon Products, Inc. dated as of August 31, 2005

(Page 2 of 3 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: September 6, 2005

(Page 3 of 3 Pages)

EXHIBIT INDEX

Exhibit No.	Description
10.1	Guarantee of Avon Products, Inc. dated as of August 31, 2005

EX-10.1

Exhibit 10.1

GUARANTEE

            THIS GUARANTEE is issued on August 31, 2005 by Avon Products, Inc. (the “Guarantor”) in favor of the Holders defined below.

            WHEREAS, the Guarantor has agreed to guarantee the payment of certain short-term Notes which Avon Capital Corporation (the “Issuer”) may from time to time issue in an aggregate amount not exceeding $1,000,000,000 at any time outstanding, such Notes to be issued in denominations of at least $250,000 each (with integral increments of $1,000 in excess thereof) having maturity dates at the time of issuance of not more than 270 days.

NOW, THEREFORE, the Guarantor agrees as follows:
1.	Interpretation
1.01	In this Guarantee:
	“Agency Agreement” means the issuing and paying agency agreement dated February 24, 1988 between the Issuer and the Agent, as amended;
	“Agent” means JPMorgan Chase Bank, N.A. (as successor to The Chase Manhattan Bank) as issuing and paying agent for the Notes, or any successor thereto;
	“Guaranteed Obligations” means the payment and other obligations of the Issuer in respect of the Notes referred to in Clause 2;
	“Holder” in relation to any Note means, at any time, the person who is the bearer of such Note, in the case of bearer Notes, or otherwise the person named in such Note as the payee;
	“Note” means any Note from time to time issued by the Issuer, in accordance with the provisions of the Agency Agreement.
1.02	Clause Headings are for ease of reference only.

2.	Guarantee
2.01	The Guarantor hereby unconditionally and irrevocably guarantees the Holder of each Note the due and punctual payment of any sum payable under the Note as and when the same shall become due and payable, to the effect that, if the Issuer shall default in a payment when due of any monies expressed to be payable under such Note the Guarantor shall forthwith unconditionally pay to the Holder in the currency and in the manner prescribed by the Note the monies in regard to which such default has been made.
2.02	As between the Guarantor and the Holders, the Guarantor shall not be discharged, nor shall its liability be affected, by anything which would otherwise discharge it or affect its liability as a guarantor (including (1) any time, indulgence, waiver or consent at any time given to the Issuer, (2) any amendment to the Notes, (3) the making or absence of any demand of the Issuer, (4) the enforcement or absence of enforcement of the Notes, (5) the dissolution, amalgamation, reconstruction or reorganization of the Issuer or (6) the illegality, invalidity or unenforceability of or any defect in the provisions of the Note or any of the Issuer’s obligations thereunder).
2.03	The Guarantor’s obligations under this Guarantee are and will remain in full force and effect by way of continuing security until no sum remains payable under the Notes, provided, that if any payment made by the Issuer in respect of a Note, or any part thereof, is subsequently recovered from the holder of such Note under applicable bankruptcy, insolvency or similar laws, the guarantee set forth hereunder in respect of such Note shall be reinstated to the extent of the amount so recovered. Furthermore, those obligations of the Guarantor are additional to, and not instead of, any security or other guarantee or indemnity at any time existing in favor of any person, whether from the Guarantor or otherwise. The Guarantor irrevocably waives all notices and demands whatsoever.
2.04	So long as any sum remains due and payable under the Notes (1) any right of the Guarantor, by reason of performance of any of its obligations under this Guarantee, to be indemnified by the Issuer or to take the benefit of or enforce any security or other guarantee or indemnity shall not be exercised or enforced by the Guarantor; and (2) any

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	amount received or recovered by the Guarantor as a result of any exercise of any such right shall be held in trust for the Holders and paid to such Holder on demand.
3.	Preservation of Rights
	No Holder shall be obliged to take any action or obtain judgment in any court against the Issuer or to make or file any proof or claim in a liquidation or insolvency of the Issuer and the Guarantor hereby expressly waives in respect of any relevant Note presentment, demand and protest and notice of dishonor.
4.	Guarantee
4.01	The Guarantor hereby acknowledges the right of every Holder to the protection of this Guarantee.
4.02	The Guarantor hereby acknowledges and covenants that the obligations binding upon it contained herein are owed to, and shall be for the benefit of, each and every Holder.
4.03	Each Holder shall be entitled severally to enforce the said obligations against the Guarantor.
4.04	This Guarantee supersedes and replaces all earlier guarantees provided by the Guarantor to the Holders.
5.	Provisions Severable
	Each of the provisions in this Guarantee shall be severable and distinct from the others and the illegality, invalidity or unenforceability of any one or more provisions under the law of any jurisdiction shall not affect or impair the legality, validity or enforceability of any other provisions in that jurisdiction nor the legality, validity or enforceability of any provisions under the law of any other jurisdiction.
6.	Notices
	Any demands or other communication by any Holder of any Note upon the Guarantor shall be deemed to be duly served upon the Guarantor if served upon the Guarantor by letter or facsimile addressed to the Guarantor at:

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      Avon Products, Inc.

      1345 Avenue of the Americas

      New York, New York 10105-0196

      Attention:       Dennis Ling

      Fax No.:         (212) 282-6117

	Provided that any demand made of the Guarantor hereunder shall be effective only when received by the Guarantor.
7.	Benefit of Agreement
	This agreement shall inure to the benefit of each Holder but the Guarantor may not assign or transfer all of any of its rights, benefits and obligations hereunder.
8.	Governing Law and Jurisdiction
8.01	This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. In relation to any legal action or proceedings with respect to this Guarantee, the Guarantor, for the benefit of each Holder, irrevocably submits to the jurisdiction of federal and state courts located in the City and State of New York and waives any objection to such action or proceedings on the ground of venue or on the grounds that it or they have been brought in an inconvenient forum.
8.02	The Guarantor irrevocably appoints its General Counsel to receive, for it and on its behalf, service of process in any legal action or proceedings in relation to this Guarantee in the Courts referred to in Clause 8.01. Such service shall be deemed completed on delivery to the process agent (whether or not it is forwarded to and received by the Guarantor). If for any reason such process agent ceases to be able to act as such or no longer has an address in the City and State of New York, the Guarantor irrevocably agrees to appoint a substitute process agent in the City and State of New York. Nothing contained herein shall affect the right to serve process in any other manner permitted by law.

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            IN WITNESS WHEREOF, this Guarantee has been executed by a duly authorized officer of the Guarantor the day and year first before written.

BY:	/s/ Dennis Ling
Name:	Dennis Ling
Title:	Senior Vice President,
	Global Finance and Treasurer