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): January 25, 2006

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 January 25, 2006, a committee of the Board of Directors of Avon Products, Inc., as authorized by the Board, approved an amendment to the Avon Products, Inc. Compensation Plan for Non-Employee Directors to discontinue the payment of directors’ fees in the form of stock options and substitute a comparable increase in directors’ fees in the form of cash and restricted stock.

     The foregoing does not constitute a complete summary of the terms of the Agreement, and reference is made to the complete text of the amendment, which is attached hereto as Exhibit 10.1

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1 Fourth Amendment to the Avon Products, Inc. Compensation Plan for Non-Employee Directors, dated as of January 25, 2006, by Avon Products, Inc.

(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: January 31, 2006

(Page 3 of 3 Pages)

EXHIBIT INDEX

Exhibit No.		Description
	10.1	Fourth Amendment to the Avon Products, Inc. Compensation Plan for Non-Employee Directors, dated as of January 25, 2006, by Avon Products, Inc.

EX-10.1

FOURTH AMENDMENT
TO THE
AVON PRODUCTS, INC. COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS

The Avon Products, Inc. Compensation Plan for Non-Employee Directors (the “Plan”) is hereby amended effective January 25, 2006, as follows:

1.	Section 2.1 of the Plan is revised in its entirety to read as follows:
	“2.1 Annual Retainer. Effective as of January 1, 2006, each non- employee director shall be entitled to receive an annual retainer consisting of (a) $50,000 in cash and (b) Restricted Stock having a value as of the date of grant of approximately $100,000. The cash portion shall be payable in quarterly installments of $12,500 each.”
2.	Section 2.2 of the Plan is revised in its entirety to read as follows:
	“2.2 Annual Restricted Stock Award. Effective as of January 1, 2006, as part of the Annual Retainer compensation, each non-employee director will receive an award of shares of Restricted Stock immediately following each Annual Meeting of Shareholders. The number of shares so granted each year will be determined by dividing the sum of $100,000 by the closing price of a share of the Company’s Common Stock on the New York Stock Exchange averaged over 10 consecutive trading days, ending with the trading day immediately preceding the Annual Meeting. All grants of Restricted Stock shall be subject to the terms and conditions set forth in Article IV below.”
3.	Section 3.1 of the Plan is revised to add the following new sentence at the end of the section to read as follows:

	“Effective as of January 1, 2006, there will be no additional annual grants of stock options.”
4.	Section 4.1 of the Plan is revised in its entirety to read as follows:
	“4.1 Annual Retainer Grants of Restricted Stock. At the close of business on the date of each Annual Meeting of Shareholders, each non- employee director who then continues as a director (whether or not re- elected at any such meeting) shall be granted shares of Restricted Stock. The number of shares of Restricted Stock to be granted will have a Fair Market Value of $100,000 on the date of grant. The Fair Market Value per share shall be deemed to be the closing price of a share of Company Common Stock as reported on the New York Stock Exchange averaged over the ten trading days next preceding the grant date. A fractional share

     resulting from such calculation will be rounded to the nearest whole share.”

Except as hereby amended, the Plan shall continue in full force and effect.

      IN WITNESS WHEREOF, the Company has caused this Fourth Amendment of the plan to be executed as of this 25th day of January, 2006.

AVON PRODUCTS, INC.
By:	/s/ Andrea Jung
	Andrea Jung
	Chief Executive Officer

ATTEST:

/s/ Kim K. Azzarelli

Secretary