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 6, 2007

Avon Products, Inc.

(Exact name of registrant as specified in 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:

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

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

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

¨ 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 28, 2006, Avon Products, Inc. (the “Company”) entered into a Japanese Yen 11.0 billion Loan Agreement (the “Agreement”) with The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“Lender”), which was filed as Exhibit 10.1 to Avon’s Current Report on Form 8-K filed on August 31, 2006.

On August 6, 2007, the Company entered into Amendment No. 1 to the Agreement with the Lender (the “Amendment”). The Amendment provides for the extension of the Japanese Yen 11.0 billion uncommitted credit facility until August 28, 2008. All other terms of the Agreement remain unchanged.

The uncommitted facility is available for general corporate purposes, including working capital and the repayment of outstanding indebtedness. Amounts may be borrowed, repaid and reborrowed by the Company from time to time on or prior to August 28, 2008. Voluntary prepayments by the Company under the Agreement are permitted at any time without fee, other than customary break funding costs, upon proper notice. Unless otherwise expressly agreed to by the Company and Lender, borrowings under the Agreement bear interest at the Lender’s Yen LIBOR rate plus an applicable margin.

The Agreement includes events of default, which are customary for uncommitted 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 under the Agreement may be accelerated. Also under such provisions, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the Agreement shall automatically become immediately due and payable.

The Lender provides or has provided a variety of financial services to the Company and its affiliates, including investment banking, cash management, credit facilities and interest rate and foreign exchange derivative arrangements.

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

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.

(Page 2 of 4 Pages)

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Amendment No. 1 to Loan Agreement, dated as of August 6, 2007, by and between Avon Products, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd.

(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 7, 2007

(Page 4 of 4 Pages)

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 10.1	Amendment No. 1 to Loan Agreement, dated as of August 6, 2007, by and between Avon Products, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd.

EX-10.1

Exhibit 10.1

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

1251 Avenue of the Americas

New York, New York 10020-1104

August 6, 2007

AVON PRODUCTS, INC.

1345 Avenue of the Americas

New York, New York 10105

Re: Amendment No. 1 to Loan Agreement (this “Amendment”)

Gentlemen:

Reference is made to that certain Loan Agreement, dated August 28, 2006 (as amended from time to time, the “Agreement”), between The Bank of Tokyo-Mitsubishi UFJ, Ltd. (the “Bank”), and Avon Products, Inc. (the “Borrower”). Terms defined in the Agreement are used herein with the same meaning.

The Borrower has requested that the term of the uncommitted credit facility made available pursuant to the Agreement for general corporate purposes be extended for a period of one year, and the Bank hereby agrees to such extension, based upon the terms and conditions set forth herein.

Accordingly, the Agreement is hereby amended as follows:

1. Amendment. In Section 1 of the Agreement, the reference to the date “August 28, 2007” is hereby deleted in its entirety and replaced with the following new date: “August 28, 2008”.

2. Conditions to Effectiveness. This Amendment shall be effective as of the date first above written upon satisfaction of the following conditions precedent: (a) the Bank shall have received: (i) a counterpart signature page of this Amendment duly executed by the Borrower, and (ii) corporate resolutions of the Borrower authorizing the execution and delivery of this Amendment, (b) no Events of Default under Section 16 of the Agreement shall have occurred and be continuing either before or immediately after giving effect to this Amendment, and (c) all representations, warranties and covenants contained in this Agreement shall be true and correct both as of the date hereof and immediately after giving effect to this Amendment.

3. Reference to, and Effect on, Agreement. (a) The Agreement (except as specifically amended herein) shall remain in full force and effect and said Agreement is hereby ratified and confirmed in all respects by each of the parties hereto. (b) The execution, delivery and effectiveness of this Amendment shall not, except as

expressly provided herein, operate as a waiver of any right, power or remedy of the Bank under, nor constitute a waiver of any provision of, the Agreement. (c) To the extent that the consent of any party hereto, in any capacity, is required under the Agreement to any of the amendments set forth herein, such party hereby grants such consent.

4. Miscellaneous. This Amendment shall be binding upon and inure to the benefit of the Borrower and the Bank, and their respective successors and assigns. This Amendment may be executed in any number of counterparts and by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and both of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart hereof by telecopy or other electronic means shall be deemed to be an original. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York (including Section 5-1401-1 of the general obligations law), but without regard to any other conflicts of law provisions thereof. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment or are given any substantive effect.

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

The Bank of Tokyo-Mitsubishi UFJ, Ltd.
By:	/s/ Naomi Saffra
Name:	Naomi Saffra
Title:	Authorized Signatory

Accepted and agreed to as

of the date first written above:

Avon Products, Inc.
By:	/s/ Richard J. Valone
Name:	Richard J. Valone
Title:	VP & Treasurer

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