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): March 8, 2005 (March 8, 2005)

Revlon Consumer Products Corporation
(Exact Name of Registrant as Specified in its Charter)

Delaware				33-59650				13-3662953
(State or Other Jurisdiction of Incorporation)				(Commission File Number)				(I.R.S. Employer Identification No.)

237 Park Avenue New York, New York				10017
(Address of Principal Executive Offices)				(Zip Code)

(212) 527-4000
(Registrant's telephone number, including area code)

None
(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

    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))

Item 8.01.    Other Events.

On March 8, 2005, Revlon Consumer Products Corporation ("RCPC"), a wholly-owned subsidiary of Revlon, Inc., issued a press release announcing that it intends to privately place $205 million in aggregate principal amount of senior notes due 2011. The offering is expected to be consummated in March 2005, subject to market and other customary conditions. There can be no assurances that any such offering will be consummated.

The net proceeds from the private placement are expected to be used by RCPC (i) to retire all of the $116.2 million aggregate principal amount outstanding of its 8 1/8% Senior Notes due 2006 and all of the $75.5 million aggregate principal amount outstanding of its 9% Senior Notes due 2006 and (ii) to pay related fees and expenses, including accrued interest and the applicable premium on such notes, and any remaining balance will be available for general corporate purposes.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

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Item 9.01.    Financial Statements and Exhibits.

(c)      Exhibits
Exhibit No.				Description
Exhibit 99.1				Press Release, dated March 8, 2005

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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.

REVLON CONSUMER
PRODUCTS CORPORATION

By:   /s/ Robert K. Kretzman
Robert K. Kretzman
Executive Vice President, Chief
Legal Officer, General Counsel and
Secretary

Date: March 8, 2005

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EXHIBIT INDEX

Exhibit No.				Description
99.1				Press Release, dated March 8, 2005

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EX-99.1

FOR IMMEDIATE RELEASE

Revlon Announces Launch of New Senior Notes Private Placement

NEW YORK, March 8, 2005 – Revlon Consumer Products Corporation ("RCPC") announced today that it intends to privately place $205 million in aggregate principal amount of senior notes due 2011. The offering is expected to be consummated in March 2005, subject to market and other customary conditions. There can be no assurances that the offering will be consummated.

The net proceeds from the private placement are expected to be used by RCPC (i) to retire all of the $116.2 million aggregate principal amount outstanding of its 8 1/8% Senior Notes due 2006 and all of the $75.5 million aggregate principal amount outstanding of its 9% Senior Notes due 2006 and (ii) to pay related fees and expenses, including accrued interest and the applicable premium on such notes, and any remaining balance will be available for general corporate purposes. This press release does not constitute a call for redemption of the 8 1/8% Senior Notes or the 9% Senior Notes.

The notes will be sold only to qualified institutional buyers in reliance on Rule 144A, and outside the United States in compliance with Regulation S under the Securities Act of 1933, as amended. The proposed issuance of the new RCPC notes will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities mentioned in this press release in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About Revlon

Revlon Consumer Products Corporation is a wholly-owned subsidiary of Revlon, Inc., a worldwide cosmetics, skin care, fragrance, and personal care products company. The Company's vision is to become the world's most dynamic leader in global beauty and skin care. Websites featuring current product and promotional information can be reached at www.revlon.com and www.almay.com. Corporate investor relations information can be accessed at www.revloninc.com. The Company's brands, which are sold worldwide, include Revlon®, Almay®, Ultima®, Charlie®, Flex®, and Mitchum®.

Forward-Looking Statements

Statements in this press release which are not historical facts, including statements about plans, strategies, beliefs and expectations of Revlon, Inc. and RCPC (together, the "Company"), are forward-looking and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as of the date they are made, and, except for the Company's ongoing obligations under U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Such forward-looking statements include, without limitation, the Company's expectations and estimates about future events, including RCPC's plans to conduct the proposed issuance and to retire all of the 8 1/8% Senior Notes and 9% Senior Notes outstanding. Actual results may differ materially from such forward-looking statements for a number of reasons, including those set forth in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 that the Company will be filing with the SEC in March 2005, 2004 Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC during 2004 and 2005 (which may be viewed on the SEC's website at http://www.sec.gov or on Revlon, Inc.'s website at http://www.revloninc.com), as well as reasons including difficulties, delays, unexpected costs or the inability of RCPC to consummate the proposed issuance or to retire all of the 8 1/8% Senior Notes and 9% Senior Notes outstanding. Factors other than those referred to above could also cause the Company's results to differ materially from expected results.

Investor Relations Contact:				Media Contact:
Maria A. Sceppaguercio (212) 527-5230				Catherine Fisher (212) 527-5727