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): February 17, 2006
                                                 (February 15, 2006)


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


            Delaware                      33-59650               13-3662953
- --------------------------------------------------------------------------------
(State or Other Jurisdiction            (Commission          (I.R.S. Employer
      of Incorporation)                 File Number)         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))


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ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On February 17, 2006, Revlon Inc. ("Revlon"), the parent company of Revlon
Consumer Products Corporation ("RCPC"), entered into a stock purchase agreement
("Stock Purchase Agreement") with MacAndrews & Forbes Holdings Inc. (together
with its affiliates, "M&F") under which M&F agreed to purchase, in a private
placement directly from Revlon, the shares of the Class A common stock that it
would otherwise have been entitled to subscribe for pursuant to its basic
subscription privilege (approximately 60% of the shares offered or approximately
$66 million) in the $110 million rights offering previously announced by Revlon
on February 1, 2006 and as filed on its Current Report on Form 8-K filed with
the U.S. Securities and Exchange Commission on February 1, 2006. For information
regarding the rights offering, see Item 8.01 below.

     Under the Stock Purchase Agreement, M&F has also agreed not to exercise its
over-subscription privilege in the rights offering, which will maximize the
shares available for purchase by other stockholders. However, if any shares
remain following the exercise of the basic subscription privilege and the
over-subscription privilege by other rights holders, M&F has agreed to back-stop
the rights offering by purchasing, also in a private placement directly from
Revlon, the remaining shares of Class A common stock offered but not purchased
by other rights holders to ensure that Revlon raises $110 million of gross
proceeds in the rights offering.

     A copy of the Stock Purchase Agreement is attached hereto as Exhibit 10.1
and its terms are incorporated by reference herein.

     On February 15, 2006, RCPC entered into an amendment to its Credit
Agreement, dated as of July 9, 2004 (the "Credit Agreement Amendment"), among
RCPC, certain of its subsidiaries as local borrowing subsidiaries, a syndicate
of lenders, and Citicorp USA, Inc., as multi-currency administrative agent, term
loan administrative agent and collateral agent.

     The Credit Agreement Amendment enables RCPC to exclude, from various
financial covenants, certain charges in connection with its previously-announced
organizational realignment, as well as some start-up investment charges incurred
by Revlon in 2005 related to the launch of its new Vital Radiance brand and the
re-launch of Almay.

     A copy of the Credit Agreement Amendment is attached hereto as Exhibit 10.2
and its terms are incorporated by reference herein.

     On February 17, 2006, Revlon entered into a fourth amendment to its
Investment Agreement, dated as of February 20, 2004 (the "Fourth Amendment to
Investment Agreement"), with M&F to facilitate Revlon's plans to issue an
additional $75 million of equity by June 30, 2006.

     Pursuant to Revlon's intention to conduct a further $75 million equity
issuance by June 30, 2006, the Fourth Amendment to Investment Agreement extends
M&F's back-stop of a further $75 million equity issuance from March 31, 2006
until June 30, 2006 to, among other things, provide Revlon with sufficient time
to complete, following the rights



                                        3



offering, an underwritten public offering, the proceeds of which would be
transferred by Revlon to RCPC to be available for general corporate purposes.

     A copy of the Fourth Amendment to Investment Agreement is attached hereto
as Exhibit 10.3 and its terms are incorporated by reference herein.

     On February 17, 2006, RCPC entered into a second amendment to its 2004
Senior Unsecured Line of Credit, dated as of July 9, 2004 ("Amendment No. 2 to
2004 Senior Unsecured Line of Credit"), from MacAndrews & Forbes Inc. The
amendment extends the term of the 2004 Senior Unsecured Line of Credit until the
consummation of Revlon's $75 million equity issuance.

     A copy of Amendment No. 2 to 2004 Senior Unsecured Line of Credit is
attached hereto as Exhibit 10.4 and its terms are incorporated by reference
herein.

ITEM 7.01.  REGULATION FD DISCLOSURE.

     On February 17, 2006, Revlon issued a press release ("Press Release")
announcing, in addition to the entry into the material agreements stated above,
the subscription price and offering terms for its previously-announced $110
million rights offering and the commencement of the rights offering. Revlon
expects that the proceeds from the rights offering, together with available
cash, will be transferred to RCPC and used to redeem approximately $110 million
aggregate principal amount of RCPC's 8 5/8% Senior Subordinated Notes due 2008.

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

ITEM 8.01.  OTHER EVENTS.

     In connection with the commencement of Revlon's previously-announced $110
million rights offering, Revlon announced that it is mailing rights offering
materials on or about February 17, 2006, including a prospectus supplement and a
subscription rights certificate, setting forth the terms of the rights, to each
holder of record of Revlon's Class A and Class B common stock as of 5:00 p.m.
New York City time on February 13, 2006, the record date for the rights
offering.

     A copy of the Form of Subscription Rights Certificate is attached hereto as
Exhibit 4.1 and is incorporated by reference herein.



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ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

    Exhibit No.      Description
    -----------      -----------
       4.1           Form of Subscription Rights Certificate (incorporated by
                     reference to Exhibit 4.1 to the Current Report on Form 8-K
                     of Revlon, Inc. filed with the Securities and Exchange
                     Commission on February 17, 2006).

      10.1           Stock Purchase Agreement, dated February 17, 2006
                     (incorporated by reference to Exhibit 10.1 to the Current
                     Report on Form 8-K of Revlon, Inc. filed with the
                     Securities and Exchange Commission on February 17, 2006).

      10.2           Amendment to Credit Agreement, dated February 15, 2006.

      10.3           Fourth Amendment to Investment Agreement, dated February
                     17, 2006 (incorporated by reference to Exhibit 10.3 to the
                     Current Report on Form 8-K of Revlon, Inc. filed with the
                     Securities and Exchange Commission on February 17, 2006).

      10.4           Amendment No. 2 to 2004 Senior Unsecured Line of Credit,
                     dated February 17, 2006.

      99.1           Press Release, dated February 17, 2006 (incorporated by
                     reference to Exhibit 99.1 to the Current Report on Form 8-K
                     of Revlon, Inc. filed with the Securities and Exchange
                     Commission on February 17, 2006).



                                       5


                                    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/ Michael T. Sheehan
                                           ----------------------
                                       Michael T. Sheehan
                                       Vice President and Deputy General Counsel







Date: February 17, 2006



                                       6


                                  EXHIBIT INDEX

    Exhibit No.      Description
    -----------      -----------

       4.1           Form of Subscription Rights Certificate (incorporated by
                     reference to Exhibit 4.1 to the Current Report on Form 8-K
                     of Revlon, Inc. filed with the Securities and Exchange
                     Commission on February 17, 2006).

      10.1           Stock Purchase Agreement, dated February 17, 2006
                     (incorporated by reference to Exhibit 10.1 to the Current
                     Report on Form 8-K of Revlon, Inc. filed with the
                     Securities and Exchange Commission on February 17, 2006).

      10.2           Amendment to Credit Agreement, dated February 15, 2006.

      10.3           Fourth Amendment to Investment Agreement, dated February
                     17, 2006 (incorporated by reference to Exhibit 10.3 to the
                     Current Report on Form 8-K of Revlon, Inc. filed with the
                     Securities and Exchange Commission on February 17, 2006).

      10.4           Amendment No. 2 to 2004 Senior Unsecured Line of Credit,
                     dated February 17, 2006.

      99.1           Press Release, dated February 17, 2006 (incorporated by
                     reference to Exhibit 99.1 to the Current Report on Form 8-K
                     of Revlon, Inc. filed with the Securities and Exchange
                     Commission on February 17, 2006).



                                       7

EX-10.2

                                 AMENDMENT NO. 1

                  AMENDMENT NO. 1, dated as of February 15, 2006 (this
"Amendment"), by and among Revlon Consumer Products Corporation (the "Company"),
Citicorp USA, Inc., as administrative agent for the Term Loan Lenders (in such
capacity, the "Term Loan Administrative Agent"), and Citicorp USA, Inc., as
administrative agent for the Multi-Currency Lenders (in such capacity, the
"Multi-Currency Administrative Agent" and, together with the Term Loan
Administrative Agent, the "Administrative Agents").

                              W I T N E S S E T H:

                  WHEREAS, the Company and the Administrative Agents are parties
to that certain Credit Agreement, dated as of July 9, 2004 (the "Credit
Agreement"), among the Company and the Local Borrowing Subsidiaries, as
borrowers, the Lenders and Issuing Lenders party thereto, the Term Loan
Administrative Agent, the Multi-Currency Administrative Agent and Citicorp USA,
Inc., as collateral agent for the Secured Parties; and

                  WHEREAS, the Company has requested that the Administrative
Agents, on behalf of the Lenders, enter into this Amendment to amend the Credit
Agreement as set forth herein;

                  NOW, THEREFORE, in consideration of the foregoing, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

                  1.    Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Credit Agreement.

                  2.    Amendment. Effective as of the Effective Date (as
defined below) and subject to the terms and conditions set forth herein, the
definition of "EBITDA" in Section 1.1 (Defined Terms) of the Credit Agreement is
hereby amended by (a) replacing the word "and" at the end of clause (b)(xiv)
thereof with ",", (b) adding the word "and" at the end of clause (b)(xv) thereof
and (c) adding the following as a new clause (b)(xvi) thereof:

                        "(xvi) non-recurring restructuring charges recorded
         in the fiscal quarters ending September 30, 2005, December 31, 2005 and
         March 31, 2006 (specifically identified and itemized by the Company at
         the time taken, whether or not characterized as a restructuring charge
         in accordance with GAAP) in an aggregate amount not to exceed the
         lesser of (A) $50,000,000 and (B) the cumulative one-time charges
         associated with the restructuring announced by the Company on February
         1, 2006 and the non-recurring costs in the fiscal quarters ending
         September 30, 2005 and December 31, 2005 associated with the launch of
         the Company's Vital Radiance brand and the re-launch of the Almay
         brand".

                  3.    Conditions to Effectiveness of this Amendment. This
Amendment shall become effective as of the date the following conditions
precedent have been satisfied (the "Effective Date"):





                  (a)    The Administrative Agent shall have received (i) this
Amendment, duly executed and delivered by the Company, (ii) the Consent and
Affirmation, in the form attached hereto as Annex A, duly executed and delivered
by each of the Guarantors, and (iii) Lender Consents, in the form attached
hereto as Annex B (the "Lender Consent"), duly executed and delivered by Lenders
constituting the Required Lenders.

                  (b)    (i) The Term Loan Administrative Agent shall have
received from the Company, for the ratable benefit of the Term Loan Lenders that
have delivered a Lender Consent on or prior to the Effective Date, an amendment
fee equal to 0.25% of each such Term Loan Lender's Term Loan Percentage of the
aggregate principal amount of Term Loans outstanding on the Effective Date and
(ii) the Multi-Currency Administrative Agent shall have received from the
Company, for the ratable benefit of the Multi-Currency Lenders that have
delivered a Lender Consent on or prior to the Effective Date, an amendment fee
equal to 0.125% of each such Multi-Currency Lender's Multi-Currency Percentage
of the Aggregate Multi-Currency Commitment as of the Effective Date.

                  (c)    Prior to and after giving effect to this Amendment,
each of the representations and warranties made by any Loan Party in or pursuant
to the Loan Documents shall be true and correct in all material respects on and
as of the date hereof, as if made on and as of such date, except to the extent
such representations and warranties expressly relate to an earlier date, in
which case such representations and warranties shall be true and correct in all
material respects as of such earlier date.

                  (d)    No Default or Event of Default shall have occurred and
be continuing on the date hereof prior to or after giving effect to this
Amendment.

                  4.    Representations and Warranties. The Company hereby
represents and warrants to the Administrative Agents and the Lenders, on and as
of the date hereof, both prior to and after giving effect to this Amendment,
that:

                  (a)   (i) The Company has taken all necessary action to
authorize the execution, delivery and performance of this Amendment, (ii) this
Amendment has been duly executed and delivered by the Company and (iii) this
Amendment is the legal, valid and binding obligation of the Company, enforceable
against it in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles.

                  (b)   Each of the representations and warranties made by any
Loan Party in or pursuant to the Loan Documents is true and correct in all
material respects on and as of the date hereof, as if made on and as of such
date, except to the extent such representations and warranties expressly relate
to an earlier date, in which case such representations and warranties are true
and correct in all material respects as of such earlier date.

                  (c)   No Default or Event of Default has occurred and is
continuing.

                  5.    Continuing Effect. Except as expressly set forth in this
Amendment, all of the terms and provisions of the Credit Agreement are and shall
remain in full force and effect and the Company shall continue to be bound by
all of such terms and provisions. This




                                       2




Amendment is limited to the specific provisions of the Credit Agreement
specified herein and shall not constitute an amendment of, or an indication of
the Administrative Agents' or the Lenders' willingness to amend or waive, any
other provisions of the Credit Agreement or the same provisions for any other
date or purpose.

                  6.    Expenses. The Company agrees to pay and reimburse each
Administrative Agent for all its reasonable out-of-pocket costs and expenses
incurred in connection with the negotiation, preparation, execution and delivery
of this Amendment, and all other documents prepared in connection herewith, and
the transactions contemplated hereby, including, without limitation, reasonable
fees and disbursements and other charges of counsel to the Administrative
Agents.

                  7.    Choice of Law. This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.

                  8.    Counterparts. This Amendment may be executed in any
number of counterparts and by different parties and separate counterparts, each
of which when so executed and delivered, shall be deemed an original, and all of
which, when taken together, shall constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this Amendment by
facsimile or e-mail shall be effective as delivery of a manually executed
counterpart of this Amendment.

                  9.    Integration. This Amendment, together with the other
Loan Documents, incorporates all negotiations of the parties hereto with respect
to the subject matter hereof and is the final expression and agreement of the
parties hereto with respect to the subject matter hereof.

                  10.   Severability. In case any provision in this Amendment
shall be invalid, illegal or unenforceable, such provision shall be severable
from the remainder of this Amendment and the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

                  11.   Loan Document. This Amendment is a Loan Document.

                  12.   Waiver of Jury Trial. EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO
THIS AMENDMENT AND ANY OTHER LOAN DOCUMENT.

                            [SIGNATURE PAGES FOLLOW]




                                       3






                  IN WITNESS WHEREOF, the parties have entered into this
Amendment as of the date first above written.

                                       REVLON CONSUMER PRODUCTS CORPORATION


                                       By: /s/ Robert K. Kretzman
                                           ----------------------
                                       Name: Robert K. Kretzman
                                       Title: Executive Vice President, General
                                       Counsel & Chief Legal Officer


















                       [SIGNATURE PAGE TO AMENDMENT NO. 1]




                                       CITICORP USA, INC., as Term Loan
                                       Administrative Agent, Multi-Currency
                                       Administrative Agent and Lender


                                       By: /s/ Paul Sharkey
                                           ----------------
                                       Name: Paul Sharkey
                                       Title: Vice President





















                       [SIGNATURE PAGE TO AMENDMENT NO. 1]

EX-10.4

                               AMENDMENT NO. 2 TO
                 2004 SENIOR UNSECURED LINE OF CREDIT AGREEMENT

     AMENDMENT NO. 2, dated as of February 17, 2006 (the "Amendment"), to the
2004 SENIOR UNSECURED LINE OF CREDIT AGREEMENT, dated as of July 9, 2004 (as
previously amended, the "Line of Credit Agreement"), between REVLON CONSUMER
PRODUCTS CORPORATION (the "Borrower") and MACANDREWS & FORBES INC. (formerly
known as MacAndrews & Forbes Holdings Inc.) (the "Lender").

     NOW THEREFORE, in consideration of the premises and the agreements herein,
the Borrower hereby agrees with the Lender as follows:

     1. Definitions. All terms used herein which are defined in the Line of
Credit Agreement and not otherwise defined herein are used herein as defined
therein.

     2. Amendments.

        (a) The definition of "Termination Date" in Section 1.1 of the Line of
     Credit Agreement is hereby deleted in its entirety and replaced with the
     following:

        "Termination Date" means the date that Revlon consummates an issuance,
        or aggregate issuances, of equity in the amount of $185,000,000 after
        the date hereof, or, if earlier, the date upon which the Commitment
        shall terminate in accordance with the terms hereof.

     3. Condition to Effectiveness. This Amendment shall become effective on and
as of the date first written above.

     4. Continued Effectiveness of the Line of Credit Agreement. Except as
otherwise expressly provided herein, the Line of Credit Agreement is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects except that on and after the date hereof all references in the Line
of Credit Agreement to "this Agreement", "hereto", "hereof", "hereunder" or
words of like import referring to the Line of Credit Agreement shall mean the
Line of Credit Agreement as amended by this Amendment. The execution, delivery
and effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of the Lender under the Line of Credit Agreement.

     5. Counterparts. This Amendment maybe executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement.

     6. Headings. Section headings herein are included for convenience of
reference only and shall not constitute a part of this Amendment for any other
purpose.

     7. Governing Law. This Amendment shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the date first above written.



                           REVLON CONSUMER PRODUCTS CORPORATION


                           By:   /s/ Robert K. Kretzman
                               -----------------------------------------
                               Name:  Robert K. Kretzman
                               Title: Executive Vice President
                                      Chief Legal Officer


                           MACANDREWS & FORBES INC.
                           (f/k/a MacAndrews & Forbes Holdings Inc.)


                           By:  /s/ Todd J. Slotkin
                               -----------------------------------------
                               Name:  Todd J. Slotkin
                               Title: Executive Vice President and
                                      Chief Financial Officer