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):   November 15, 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 2.05 Costs Associated with Exit or Disposal Activities

On November 15, 2005, Avon Products, Inc. (the “Company”) issued a press release announcing its multi-year restructuring initiatives, which are expected to include: (i) enhancement of organizational effectiveness, including efforts to flatten the organization and bring senior management closer to consumers through a substantial organization downsizing; (ii) implementation of a global manufacturing strategy through facilities realignment; (iii) additional supply chain efficiencies in the areas of procurement and distribution; and (iv) streamlining of transactional and other services through outsourcing and moves to low-cost countries. The Company expects to incur costs to implement these initiatives over the next several years, with a significant portion of the total costs to be incurred during 2006. Costs are expected to total $300 to $500 million before taxes, and the Company projects that initial pre-tax costs of $20 to $40 million could be incurred in the fourth quarter 2 005.

The Company’s analysis is preliminary and therefore is subject to change. The Company plans to announce further details as initiatives are finalized. At this time, the Company is not able in good faith to make a determination of the estimated amount or range of amounts to be incurred for each major type of cost nor the charges and future cash expenditures associated therewith. The Company will file an amendment to this report after it makes a determination of such amounts.

Regulation 7.01 Regulation FD Disclosure

The press release referred to in Item 2.05 above, and the materials presented at the meeting with investors on November 15, 2005, are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 Press Release of Avon Products, Inc., dated November 15, 2005

Exhibit 99.2 Materials presented at meeting, dated November 15, 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: November 15, 2005

(Page 3 of 3 Pages)

	EXHIBIT INDEX
Exhibit No.	Description
99.1	Press Release of Avon Products, Inc., dated November 15, 2005
99.2	Materials presented at meeting, dated November 15, 2005

EX-99.1

Exhibit 99.1

MEDIA:	INVESTORS:
Victor Beaudet	Renee Johansen
(212) 282-5344	Rob Foresti
	(212) 282-5320
Sharon Samuel
(212) 282-5322

AVON EMBARKS ON MULTI-YEAR RESTRUCTURING EFFORT

NEW YORK, N.Y., November 15, 2005 – Avon Products, Inc. (NYSE:AVP) today announced a multi-year restructuring effort as part of a major drive to fuel revenue growth and strengthen overall performance.

     Avon said its restructuring initiatives will include:

• enhancement of organizational effectiveness, including efforts to flatten the organization and bring senior management closer to consumers through a substantial organization downsizing;

• implementation of a global manufacturing strategy through facilities realignment;

• additional supply chain efficiencies in the areas of procurement and distribution; and

• streamlining of transactional and other services through outsourcing and moves to low-cost countries.

Avon - 2

     Avon expects to incur costs to implement these initiatives over the next several years, with a significant portion of the total costs to be incurred during 2006. Costs are expected to total $300-$500 million before taxes, and the company projects that initial pre-tax costs of $20-$40 million, or $.04-$.07 per share after taxes, could be incurred in the fourth quarter 2005. Avon said it will announce further details as initiatives are finalized.

     The company expects that benefits from restructuring will help to fund a significant increase in consumer investment as well as improve the competitiveness of its direct selling opportunity. Advertising, market intelligence, consumer research and product innovation will be funded at higher levels, with advertising spend projected to more than double by 2008.

     These actions are expected to improve revenue growth prospects beginning in 2007. The company projects that revenue will be flat to up slightly in 2006 in local currencies, and forecasts revenue growth in local currencies that will average mid-single digits after 2006.

     Additionally, Avon said it expects modest improvement in its operating margin beginning in 2007, after the benefits of restructuring and higher consumer investment.

     Andrea Jung, Avon’s chairman and chief executive officer, commented, “With this plan, we’re taking very aggressive action to address the issues we faced in 2005, and to become a far more streamlined global competitor that is closer to its consumers. By taking a comprehensive approach to our enterprise expense base and global value chain, we are identifying more efficient and effective ways of operating. We will, in turn, reinvest much of the projected savings to fuel topline growth and improve our competitive position.

Avon - 3

     “Avon’s strengths remain enviable, and we continue to believe that we have the right overall strategies and a powerful business model. The actions we announced today are intended to accelerate our transformation, and return our business to a sustainable growth trajectory in both revenue and earnings per share,” Ms. Jung concluded.

     Avon management will review its business strategies and discuss its long-term outlook at a company-sponsored investor meeting here today. The meeting will be webcast live beginning at 9:00 A.M. Eastern Time, Tuesday, November 15, and will later be archived on Avon’s investor website, www.avoninvestor.com. Avon is the world’s leading direct seller of beauty and related products, with $7.7 billion in annual revenues. Avon markets to women around the world through 4.9 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.

# # #

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Statements in this press release and the related conference and webcast that are not historical facts or information are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “planned,” “potential” and similar expressions may identify forward-looking statements. Such forward-looking statements are based on management’s reasonable current assumptions and expectations. Such forward-looking statements involve risks, uncertainties and other factors, which may cause the actual results, levels of activity, performance or achievement of Avon to be materially different from any future results expressed or implied by such forward-looking statements, and there can be no assurance that

Avon - 4

actual results will not differ materially from management’s expectations. Such factors include, among others, the following:general economic and business conditions in our markets, including social, economic, political and competitive uncertainties in Latin America, Asia Pacific, Central and Eastern Europe and the Middle East; our ability to implement our business, cash management and tax strategies, our multi-year restructuring initiatives and our ability to achieve anticipated benefits from such initiatives; our ability to achieve anticipated cost savings and our profitability and growth targets, particularly in our largest markets; our ability to implement appropriate product mix and pricing strategies; the impact of changes in consumer spending patterns and preferences, particularly given the global nature of our business; our ability to replace lost sales attributable to the repositioning of the U.S. Beyond Beauty business; the impact of substantial currency fluctuations on the results of our foreign operations and the cost of sourcing foreign products and the success of our foreign currency hedging and risk management strategies; our ability to implement our Sales Leadership program globally, to increase Representative productivity and recruit Representatives; our ability to implement our enterprise resource planning project; the impact of possible pension funding obligations and increased pension expense on our cash flow and results of operations; the impact of stock option expense pursuant to Statement of Financial Accounting Standards No. 123(R); our ability to successfully transition our business in China in connection with the anticipated resumption of direct selling in that market; the effect of legal, regulatory and tax proceedings, as well as restrictions imposed on us, our operations or our Representatives by foreign governments; our ability to successfully identify new business opportunities; our access to financing; and our ability to attract and retain key personnel and executives. Additional information identifying such factors is contained in our Annual Report on Form 10-K for the year ended December 31, 2004, filed with the U.S. Securities and Exchange Commission. We undertake no obligation to update any such forward-looking statements.

EX-99.2

Exhibit 99.2

Your Questions Underscore Today's Agenda 1. What happened in 2005? 2. What course of action is the management team taking to sustain performance over the medium term? 3. Are Avon's strategy and business model fundamentals still sound? 4. What outlook does management have for renewed growth?

Key Messages o In the aftermath of strong historical growth rates, our global performance in 2005 has been disappointing o Our performance decline was driven by internal as well as external issues o Our initial evaluation has yielded clear priorities in the areas of: - Brand competitiveness - Commercial edge - Organization effectiveness - Cost structure

Key Messages o We continue to be confident in our underlying strategic direction and business model o 2006 will be a transition year, with recovery beginning in 2007, and over time, renewal of sustainable growth in top-line and EPS

2005 Deceleration on Heels of Strong Five-Year Growth Avon Total Revenue Growth (LC)

2005 Performance Deceleration Was Widespread o Deceleration across our international portfolio; U.S. performance not yet turned around o Slowing rate of Representative growth in all regions o Flat unit volume o Increasing cost base o Operating profit and margins below expectations

Macro Factors Added to Our Challenge o Soft consumer environment in Developed Markets o Step-up in Beauty innovation and investment by mass competitors o Heightened focus by Beauty and Direct Selling competitors in Developing Markets While Our Business Model Is Unique, We Recognize the Impact of High Competitor Intensity

o Avon-Specific Issues Weakened Performance o Failure to invest ahead of growth in Beauty marketing o Additional negative effects from resourcing historical growth levels that did not materialize in 2005 o Slow transition to Sales Leadership model o Earnings opportunity under pressure in Developing Markets o Organization capabilities and effectiveness were challenged o Cost structure and margin targets limited investment flexibility

Our Four-Point Turnaround Plan o Commit to Brand Competitiveness o Win with Commercial Edge o Elevate Organization Effectiveness o Radically Transform the Cost Structure

Significant Recalibration of Financial Targets o Revenue Growth (LC) o Long-term, on average, mid-single-digit LC growth o 2006 will be a transition year at flat to slightly up, LC o Operating Margin Expansion o Modest improvement after the benefits of restructuring and higher consumer investment beginning in 2007 o 2006 will be a transition year with heavy restructuring expense

Our Four-Point Turnaround Plan 1. Commit to Brand Competitiveness 2. Win with Commercial Edge 3. Elevate Organization Effectiveness 4. Radically Transform the Cost Structure

A Worldwide Leader in Beauty 90+% brand awareness in most major markets Commanding 30+% share of global CFT Direct Selling Beauty market Fourth-largest global CFT player Largest Cosmetics, Fragrance and Skin Care player in Developing Markets

Avon Beauty Lost Ground in 2005 Avon Beauty Growth Indexed Against Global CFT Growth (LC)

We Did Not Keep Pace with Competition o Competitors raised the bar dramatically, especially in Avon's anti-aging stronghold - U.S. Facial Skin Care launches up 220% in 1H'05 - Greater competitive innovation at price points below Anew - Top 3 U.S. Facial Skin Care competitors increased advertising spend by 45% in the first half of this year o Competitors also turned Developing Markets into battlegrounds - Facial Skin Care and Color advertising spend up 80% in top 6 Developing Markets

We Under-Resourced Beauty o Product pipeline over-weighted toward restages and promotionals vs. breakthrough innovation o Under-invested in 2005 media spend vs. competitive reality - Increased media spend outside the U.S. by 40%, but relative share of voice declined - Reduced U.S. 2005 media spend by 50% o Heightened competitive activity particularly challenged our mid-tier brands - Significant gaps in innovation and awareness drove share loss in Avon Solutions and Avon Color

Brand Competitiveness - Key Actions

Step-Up a Culture of Innovation o Opened $100 million world-class R&D facility o Fueling existing "speed-to-market" with enhanced creativity and collaboration

Focus R&D Resources on Breakthrough Innovation Super Hits Major New Restages Total Revenue 2004 100 100 100 (Indexed) 2006E 125 250 13

Advertising is a Powerful Lever for Avon o First-time quantitative analysis shows strong Avon U.S. media pay-backs, in excess of CPG averages o Demonstrated ability to support new product innovation and sustained brand-building beyond launch o Strong halo effect across the Avon store o Illustrative Example - Source of Sales Change

More than Doubling Advertising Spend by 2008 o Immediately reinstating U.S. advertising levels to historical highs o Projected advertising spend up 2-3X globally in 2008 o Increasing advertising against mid-tier brands to build awareness o Leveraging marketing intelligence to optimize our mix and return o Extend innovation lifecycle across categories and brands

o Move From "Launch and Abandon"- Avon Lip Sales in Constant US$, Millions Note: Gross sales data in constant USD and excludes samples and trial sizes.

o ... To Resourcing Mega Brands Which Last Anew Sales in Constant US$, Millions US$ Millions o Note: Gross sales data in constant USD and excludes samples and trial sizes.

o Fortify Mid-Tier Brands with Added Innovation and Marketing Investment

o Revitalize Avon Solutions o Launching Ageless Results franchise in Q2 2006 o Nutrient-enriched Skin Care fortified with Anew trickledown technology o $12-15 price point o Increased advertising, page and front cover allocation and Representative marketing o High purchase intent among mass retail brand users

o Establish Strong Brand Alternative in Every Tier Skin Care Brand Segmentation - U.S. Example Price Tiers Industry Sales Avon Index Premium more than $18 Anew 51% 131 Mass Avon Solutions 43% 58 $6-$18 Value Naturals/Basics 6% 133 less than $6

o Strengthen Avon Color Issues o Weak product innovation vs. competition o Lacks distinct voice o Minimal resourcing o Heavy discounting eroding brand equity o Key Actions o Increase investment in first-to-market product and package innovation o Establish competitive brand positioning o Increase consumer advertising to reinforce brand equity and innovation o Recalibrate pricing strategy

o Strengthen Avon Color o Greater Innovation at the Right Price o Instant Manicure Superfull Mascara Top Secret Lipstick

o Brand Competitiveness - Summary Issues o Weak product pipeline o Under-investment in Beauty media spend o Share loss in mid-tier brands o Key Actions o Focus R&D resources on breakthrough innovation o 2-3X increase in global media spend by 2008 o Fortify mid-tier brands with added innovation and investment

o Steady-State Beauty Growth Objectives o Grow ahead of Beauty market but slower than 2X market growth rate recently achieved o Grow ahead of industry in Developing Markets, at market in Developed countries

o Our Four-Point Turnaround Plan o Commit to Brand Competitiveness o Win with Commercial Edge o Elevate Organization Effectiveness o Radically Transform the Cost Structure

o Avon's Unique Competitive Advantage o World Class Consumer Brand

o Avon's Unique Competitive Advantage World Class Consumer Brand Powerful Consumer Channel

o Avon's Unique Competitive Advantage o World Class Consumer Brand Powerful Consumer Channel

o The Avon Brochure: Our Historical Merchandising Edge o Media power - 35+ million brochures in circulation every 2-3 weeks in our top 5 markets o Cover power - a global billboard in 300 million homes o Channel power - pricing and promotional control direct to the consumer o Cycle power - catalyst for Representative activity and energy

o Historically Successful Merchandising Levers Have Become Fatigued and Lack Innovation o Broad-based product proliferation o Diminishing returns from discounting tactics o Lower ROI on brochure page investment Diminished Shopping Experience

o SKU Count Increased Across Categories Percent Increase in SKU Count 2005E vs. 2003 - U.S. Example

o Discounting Increased Substantially o Percentage of Avon Worldwide Beauty Sales from Discounted Products

o Brochure Page Investment Yielded Diminishing Returns Percent Change 2005E vs. 2004 Top 10 Countries

Merchandising - Key Actions

o Instill Science into the Art of Merchandising o Beginning analysis of pricing and promotion effectiveness and process control - - Upgrading analytics to measure Avon and competitive price elasticity - - Tightening decision-making control on discount frequency and depth o Using new analytical tools to optimize brochure page investment and allocation

o Reinvigorate Merchandising with Promotional Edge and Strategic Alliances

o Create a Destination Shopping Experience o From To

o Create a Destination Shopping Experience o mark. Example o Right innovation at the right price o Integrated print, TV and online advertising o Innovative event marketing o College campus "ambassadors #2 trend brand in U.S. +40% global sales growth in 2005

o Create a Destination Shopping Experience Issues o Over-reliance on price discounting o Fatigued merchandising levers o Diminished shopping experience Key Actions o Instill science into the art of merchandising o Reinvigorate merchandising with promotional energy o Create stronger branded stores

o Our Four-Point Turnaround Plan o Commit to Brand Competitiveness o Win with Commercial Edge - - Field Growth o Elevate Organization Effectiveness o Radically Transform the Cost Structure

o Direct Selling Channel Highly Relevant in Today's World o Continues to outpace traditional retail in Beauty o Resonates with core consumer values - - Search for high touch - - Yearning for affinity

o Avon is the Channel Leader by a Wide Margin 2004 Direct Seller Net Revenue ($U.S. Billions)

o Field Growth - Key Messages o Slowdown in Active Representative growth was broad-based o Sales Leadership is not the problem - it is a critical growth accelerator o Competitive Representative commission rates and incentives must be reviewed o Productivity gains are proving longer and harder to attain than anticipated o We still believe in longer-term productivity opportunities - but in the near to mid-term, we will focus on renewed coverage growth

o In 2005, Avon Active Representative Growth Dropped in Half o Annual Active Representative Growth Drivers of Downturn o Activity challenges as a result of marketing weakness o Slower U.S. additions o Single-level sales model and earnings under pressure o Smaller contribution from new market pipeline

o U.S. Appointment Growth Stalled in 2005 Number of New Appointments (in Thousands) 1996-1998 -4% CAGR Appointment Growth Declines 1998-2004 +7% CAGR Leadership Reignites Much Needed Growth o 2004-2005 Appointment Growth Stalls

o Sales Leadership Is Not the Issue in the U.S. Significantly Higher Leadership Appointment Volume Offsets... 2005 Appointments YTD (000's) - - Slightly Lower Leadership Productivity 2005YTD Sales Per Representative

o Activity Slowdown Not Leadership Specific YTD U.S. Activity Growth, 2005 vs. 2004

o Restore U.S. Field Growth Issues o Sales Leadership model is not the issue - tactical recalibration slowed appointment growth o Activity rates declined across segments o Key Actions o Adjust thresholds to rebalance recruiting volume o Revive activity through: - - Stronger consumer marketing - - Investment in Representative motivation and recognition - - Representative training and development - - Rigorous analytics and testing to support segmentation

o Earnings Opportunity Under Pressure in Developing Markets Average Representative Earnings as % of Average Income

o Reinvigorate Developing Markets Issues o Earnings opportunity coming under pressure as average incomes rise and competition increases o Single-level model constrains recruiting speed and scale Key Actions o Commit to competitive rewards structure, particularly commissions o Accelerate global Sales Leadership rollout to drive new doors and enhanced career and earnings opportunities

o Capitalize on Untapped Coverage Opportunities Women, 15-64 (millions) 2004 Avon Reps/ 1,000

o Reinforce Global Field Infrastructure and Analytics o Drive global standards and monitor worldwide performance via new centralized sales oversight o Upgrade analytics to drive more efficient and effective Representative programs, segmentation and earnings structure

o Field Growth - Summary Issues o Earnings opportunity under pressure o Single-level model constrains growth o Slower U.S. additions o Smaller contribution from new markets Key Actions o Commit to competitive commissions and incentives o Accelerate Sales Leadership roll-out o Restore U.S. recruiting volume and activity o Fuel new market Representative pipeline

o Advancing Avon's Unique Competitive Advantage Commercial Edge Competitive Career Opportunity o Sales Leadership Competitive Representative Earnings Competitive commissions, incentives and energy Brand Competitiveness Powerful Brand Proposition Innovation and consumer pull

o Our Four-Point Turnaround Plan o Commit to Brand Competitiveness o Win with our Commercial Edge o Elevate Organization Effectiveness o Radically Transform the Cost Structure

o Grew Ahead of Organization Capability o Avon continues to be a highly entrepreneurial company o But our business has become bigger and more complex o We must now catch up to our size: - - Too many layers between key decision-makers and the customer - - Not yet reaping full benefits of functional excellence globally - - Inconsistent bench strength - - Investment in advanced analytics and consumer insights lagged growth

o Build Capabilities o Delayer to get senior management closer to operations

o Build Capabilities o Delayer to get senior management closer to operations o Strengthen functional excellence

o Strengthen Functional Excellence "Vertical" Geographies Asia Pacific o Europe Latin America North America

o Strengthen Functional Excellence o "Vertical" Geographies "Horizontal" Functions Asia Pacific o Europe Latin America North America o Marketing Supply Chain

o Build Capabilities o Delayer to get senior management closer to operations o Strengthen functional excellence o Infuse management talent

o Build Capabilities o Delayer to get senior management closer to operations o Strengthen functional excellence o Infuse management talent o Invest in people development and training

o Build Capabilities o Delayer to get senior management closer to operations o Strengthen functional excellence o Infuse management talent o Invest in people development and training o Upgrade systems, analytics and consumer insights

o Organization Effectiveness - Key Actions Upgrade Systems, Analytics and Consumer Insights o Building organizational capacity o Leveraging more sophisticated analytics and research - - Consumer household panels, including Russia and China - - New product innovation research - - Category attitude and usage studies o Increasing funding by nearly 2X

o Our Four-Point Turnaround Plan o Commit to Brand Competitiveness o Win with Commercial Edge o Elevate Organization Effectiveness o Radically Transform the Cost Structure

o Cost Structure Transformation in a Turnaround Operating Discipline Structural Changes Fuel necessary investment in consumer, Representative, organization and service improvements

o Realign the Cost Structure o Preliminary benchmarking and analysis confirm significant opportunities o Areas identified and to be attacked in the near-term - - Operating discipline o Harmonized processes and business systems o Simplified business systems o SKU reductions o Procurement - process and sourcing o Supply chain costs

o Realign the Cost Structure Preliminary benchmarking and analysis confirm significant opportunities Areas identified and to be attacked in the near-term Operating discipline Harmonized processes and business systems Simplified business systems SKU reductions Procurement - process and sourcing Supply chain costs

o We are Launching a Multi-Year Restructuring Plan o Enhance organizational effectiveness through a substantial downsizing o Implement a global manufacturing strategy through facilities realignment o Secure additional supply chain efficiencies in the areas of procurement and distribution o Streamline transactional and other services through outsourcing and moves to low-cost countries

o Financial Costs of Initial Restructuring Plan o Significant cost to implement, in the range of $300-500 million over the next several years o Large impact in 2006 o Possible EPS impact of $0.04-$0.07 in 2005

o Our Four-Point Turnaround Plan 1. Commit to Brand Competitiveness 2. Win with Commercial Edge 3. Elevate Organization Effectiveness 4. Radically Transform the Cost Structure

o We Are Staying the Course o Core Growth Opportunities o Channel renewal o Brand renewal o Next generation supply chain New Growth Opportunities o New customers o New categories o High potential markets o Portfolio realignment o Future Success Will Require: o Focus on execution o More time and investment o Ramp up in organization capability

o Our Business Model Remains Robust o Elements of Avon's Model o Right Categories o Right Channel o Right Geographies o Right Consumer What It Delivers o New Growth Platforms o High-Margin, Asset-Light Economics o Competitive Edge

o Avon's Many Strengths Build a Foundation for the Future o Iconic brand o Unparalleled global reach o Leading Beauty shares around the world o Strong financial model o Powerful earnings generator for millions of women