SecProbe.io

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Mail Stop 7010

October 6, 2005

Via U.S. mail and facsimile

Mr. Robert K. Kretzman, Esq.
Revlon Consumer Products Corporation
237 Park Avenue
New York, NY 10017

Re: 	Revlon Consumer Products Corporation
Registration Statement on Form S-4
Filed September 9, 2005
File No. 333-128217

Dear Mr. Kretzman:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. If you intend to rely on the position the staff has taken in
Exxon
Capital Holdings Corporation (May 13, 1988) and subsequent related
no-action letters, please provide us with a supplemental letter
stating that you are registering your exchange offer in reliance
on
our position contained in these letters and include the
representations contained in Morgan Stanley & Co., Inc. (June 5,
1991) and Shearman & Sterling (July 2, 1993).
Summary, page 1

2. Please move the second and third introductory paragraphs to a
more
appropriate location in your prospectus.

3. The information in your summary is very detailed and lengthy
and
provides too much information for summary disclosure.  In
particular,
we note the disclosure in the sections entitled "Investment
Highlights," "Our Plan," and "Recent Developments."  We also note
that much of your remaining disclosure under the heading "Our
Company" repeats entire portions of the Business section.  If you
believe that some of this disclosure is necessary, please reduce
the
disclosure to a bullet point presentation and balance the
disclosure
with the associated risks facing the company.  The summary should
provide a brief overview of the most important aspects of your
business and the key aspects of your offering.

Risk Factors, page 22

4. Some of your risk factors use language like "we cannot assure"
or
"there can be no assurance."  Please revise this language; the
real
risk is not your inability to offer assurance, but the condition
described.  Please see risk factors five, seven, nine, 12, 15, 16,
17, 18, 19 and 22.

5. Please include risk factor disclosure that discusses your
history
of net losses and the impact this could have on your business and
your ability to service your debt.

Our substantial indebtedness could adversely affect..., page 22

6. Please quantify your debt service costs.

We depend on a limited number of customers..., page 29

7. Please disclose, if true, that your material customers are not
obligated to continue purchasing products from you in the future.

In the course of assessing its internal control over financial
reporting..., page 33

8. Please address any risks of relying on the financial statements
contained in your registration statement due to the material
weakness
in your internal control over financial reporting.

MacAndrews & Forbes Holdings has the power to direct..., page 35

9. Please revise this risk factor to disclose the actual risk to
an
investor, namely the risk that your controlling security holder
could
prevent or frustrate any attempts to effect a transaction that is
in
the best interests of minority security holders.

Selected Historical and Unaudited Pro Forma Financial Data, page
45

10. We note your disclosure of historical depreciation and
amortization for each period for which you present a statement of
operations.  Please reconcile for us the amounts presented for the
six months ended June 30, 2004 and 2005 with the amounts reflected
on
your unaudited consolidated statements of cash flows on page F-54.

11. We note the pro forma adjustments explained in your footnote
(h).
Please provide us with a more detailed explanation of how the pro
forma 2004 refinancing transactions result in a decrease in your
amortization of debt issuance costs for the year ended December
31,
2004 when compared to your historical results.  In this regard, we
note that your pro forma financial data presents these
transactions
as though they had occurred on January 1, 2004.

Management`s Discussion and Analysis of Financial Condition and
Results..., page 49

Disclosure About Contractual Obligations, page 73

12. We note the disclosure in footnote (d) of the table.  Please
revise to quantify the impact of the changes on your contractual
obligations.  See Instruction 7 to Item 303(b) of Regulation S-K.

Business, page 80

Patents, Trademarks and Proprietary Technology, page 86

13. Please disclose when your material intellectual property
rights
will terminate.

Executive Compensation, page 91

14. Please revise the table to include the compensation
information
for the CEO and the four most highly paid executive officers other
than the chief executive officer.

Security Ownership of Certain Beneficial Owners and Management,
page
105

15. It appears that current members of management hold stock
options
that should be reflected in the beneficial ownership table.
Please
advise.

Description of Notes, page 116

16. Please remove the statement in the first sentence of the third
paragraph of this section that the description is qualified by
reference to the indenture and notes, as it is inconsistent with
Rule
411 of Regulation C.  In addition, please clarify that the
description summarizes the material terms of the indenture and
notes.

17. Please revise the fourth sentence of the third paragraph of
this
section to remove the implication that investors do not have
rights
relating to the description of the notes in your prospectus.

Certain Definitions, page 135

18. We note that "Issue Date" is defined as March 16, 2005.
Please
revise this section so that it is consistent with the issuance of
notes currently being registered.

The Exchange Offer, page 153

19. Please apply the comments on this section set forth below to
the
section entitled "Summary of the Exchange Offer" and to Exhibit
99.1,
as appropriate.

Terms of the Exchange Offer; Period for Tendering Old Notes, page
154

20. We note the disclosure in the last paragraph of this section.
Please advise us as to how oral notice of any extension is
reasonably
calculated to reach registered holders of the outstanding notes or
otherwise satisfies the requirements of Rule 14e-1(d).

21. We note that you have reserved the right to amend the terms of
your exchange offer.  Please revise to indicate that, in the event
of
a material change in your exchange offer, including the waiver of
a
material condition, you will extend your exchange offer period if
necessary so that at least five business days remain in your
exchange
offer following notice of the material change.

Procedure for Tendering Old Notes, page 154

22. We note the disclosure in the third paragraph that you have
reserved the right to waive conditions to the exchange offer after
the expiration date.  Please revise to state that all offer
conditions, except those related to the receipt of government
regulatory approvals necessary to consummate the offer, must be
satisfied or waived prior to the expiration of the offer.

Acceptance of Old Notes for Exchange; Delivery of New Notes, page
156

23. We note the disclosure in the first sentence of this section
that
you will issue the new notes promptly after acceptance of the old
notes.  Rule 14e-1(c) under the Exchange Act requires that you
exchange the notes "promptly" upon expiration or termination of
your
exchange offer.  Please revise here and throughout your filing
accordingly.

Conditions to the Exchange Offer, page 158

24. We note that one of the conditions to your exchange offer is
that
your exchange offer does not violate any applicable law or
applicable
interpretation of the staff of the SEC.  Please confirm your
understanding that "applicable law" and SEC staff interpretations
are
not regulatory approvals, and that conditions relating to those
items
must be satisfied or waived prior to the expiration of your
exchange
offer.

Financial Statements for the Year Ended December 31, 2004

General

25. To the extent applicable, please apply all comments on your
financial statements to the financial statements of Revlon, Inc.
and
REV Holdings LLC.

Note 1-Significant Accounting Policies-Cash and Cash Equivalents,
page F-7

26. We note that you are required to maintain compensating
balances
of cash to support certain of your short-term borrowings.  We also
note that you refer to your cash excluding these compensating
balances as "unrestricted" cash, and that your discussion of
liquidity in MD&A refers to these compensating balances as
"restricted" cash.  Please tell us how you determined that you did
not need to separately disclose these compensating balances as
restricted cash on the face of your balance sheet and in your cash
flow statement.  If appropriate, please revise your financial
statements accordingly within your Form S-4 and in future filings.
Exhibit 5.01

27. The legality opinion must opine as to the state law governing
the
indenture.  We note that your legality opinion references the laws
of
the State of New York, but only to the extent that counsel deems
them
"in [its] experience, [to be] normally applicable to transactions
of
the type contemplated by the Exchange Offer..."  We have the
following comments:

* Please have counsel delete the qualification "in our experience"
as
it is too vague and inherently subjective.

* Please have counsel delete the qualification regarding laws that
are normally applicable to "transactions" and instead address
those
laws applicable to the securities governed by the indenture.  In
this
regard, we note that paragraph (b)(5) to Item 601 of Regulation S-
K
requires an opinion of counsel as to the legality of the
securities
being registered.

Exhibit 25.1

28. Please advise us as to the authority you relied upon to
include
the disclaimer set forth under the heading "Note" on page 3.

29. We note that the exhibits incorporated by reference are not
filed
as exhibits to the referenced registration statement, but rather
are
themselves incorporated by reference to a previously filed
registration statement.  You may not incorporate documents by
reference that are themselves incorporated by reference.  Please
revise accordingly.

Exhibit 99.1

30. Please delete the language in the letter of transmittal
requiring
the note holder to acknowledge or certify that he/she has
"reviewed"
the prospectus.

*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of its registration statement,
it
should furnish a letter, at the time of such request,
acknowledging
that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act and the Exchange Act as
they relate to the proposed public offering of the securities
specified in the above registration statement.  We will act on the
request and, pursuant to delegated authority, grant acceleration
of
the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Jennifer Thompson, Staff Accountant, at
(202)
551-3737 or, in her absence, John Cash, Accounting Branch Chief,
at
(202) 551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Andrew
Schoeffler, Staff Attorney, at (202) 551-3748 or, in his absence,
Chris Edwards, Special Counsel, at (202) 551-3742 with any other
questions.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Ms. Stacy J. Kanter, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036-6522
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Mr. Robert K. Kretzman, Esq.
Revlon Consumer Products Corporation
October 6, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
  CORPORATION FINANCE

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