SecProbe.io

CORRESP
1
filename1.htm

November 15,
2005

Ms. Pamela A. Long
Assistant
Director
Division of Corporation Finance
Securities and
Exchange Commission
Station Place
100 F Street,
N.E.
Washington, DC 20549-7010

Re:
Revlon Consumer Products
Corporation
Amendment No. 2 to Registration Statement on Form
S-4
Filed November 15, 2005
File No. 333-128217

Dear Ms. Long:

On behalf of our client, Revlon
Consumer Products Corporation (the
"Company"), enclosed please find four copies
of Amendment No. 2 ("Amendment No. 2") to the
Registration Statement on Form S-4 (the "Registration
Statement") which was filed today via EDGAR with the
Securities and Exchange Commission (the
"Commission"). Also enclosed are four copies
of Amendment No. 2 marked to show changes from Amendment No. 1 to the
Registration Statement filed with the Commission on October 19, 2005.
The changes in Amendment No. 2 include those made in response to the
comments of the staff of the Commission (the
"Staff") set forth in your letter dated
November 2, 2005 (the "Comment Letter"). The
disclosure and financial information in Amendment No. 2 have also been
updated to conform to the  Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2005, which  the
Company  filed with the Commission on November 9, 2005.

Set forth below are the Company's responses to the comments
raised in the Comment Letter. For the convenience of the Staff, each
comment in the Comment Letter is reprinted in bold and italics and is
followed by the corresponding response of the Company. Unless otherwise
indicated, page numbers in the responses refer to pages of Amendment
No. 2. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in Amendment No. 2.

General

1.
We
read the response to comment 2 of our letter dated October 6, 2005.
Please relocate the sections set forth on page ii of your prospectus to
more appropriate locations in your prospectus. The forepart of your
prospectus should consist of only the cover page and the summary and
risk factors sections.

In response to the Staff's comment,
the Company has deleted entirely the disclosure regarding the
Company's financial statements that appeared under the heading
"Certain Definitions" on page ii of Amendment
No. 1 to the Registration Statement and has made conforming changes to
the document such that the terms used in that paragraph are not
capitalized or used as a defined term. The paragraph that appeared
immediately under the heading "Certain
Definitions" on page ii of Amendment No. 1 to the
Registration Statement has been moved to page 1 of Amendment No. 2. The
disclosure which appeared under the heading "Market Share
Data" in Amendment No. 1 has been moved to page i of
Amendment No. 2, directly under the Table of Contents. While the
Company understands that the forepart of the prospectus should be
limited to items set forth in Item 501 of Regulation S-K, the Company
respectfully submits that the forepart of the prospectus is a customary
location for disclosure regarding market share or other third party
data that is used throughout a prospectus and that will be helpful to
investors in understanding the Company's disclosure.

Risk Factors, page 17 (Page 16 of Amendment No.
2)

Our substantial indebtedness and our history of
net losses ..., page 17 (Page 16 of Amendment No.
2)

2.
We note the disclosure in
the fourth sentence of the first paragraph of this risk factor. Please
quantify the effect of interest rate changes on your debt service
requirements. For example, what would be the effect of a 1%
increase in your interest rates?

1

Ms. Pamela A. Long
November 15,
2005
Page 2

In response to the Staff's comment, the
Company has revised the fourth sentence of the first paragraph of this
risk factor on page 16 of Amendment No. 2.

Selected
Historical and Unaudited Pro Forma Financial Data, page 42
(Page 39 of Amendment No.
2)

3.
We note your response to
comment 11 from our letter dated October 6, 2005. It appears from
footnote (e) that your calculation of the loss on early extinguishment
of debt properly considers the net carrying amount of the extinguished
debt, including any unamortized debt issuance costs. We assume that the
extinguishment date reflected in your pro forma financial data would
result in a higher balance of unamortized debt issuance costs at the
pro forma date of extinguishment, when compared to your historical
results, which would result in a lower net carrying value for the debt
and a lower loss on early extinguishment of the debt. Please help us to
understand why your pro forma financial data does not appear to
indicate that the loss on early extinguishment of debt has changed when
compared to your historical results.

The Company applied the
guidance in the SEC Staff Training Manual which states that
"pro forma financial information should illustrate only
the isolated and objectively measurable (based on historically
determined amounts) effects of a particular transaction, while
excluding effects of highly judgmental estimates." In
preparing the pro forma information the Company concluded it would not
be appropriate to include a pro forma adjustment to the loss on early
extinguishment of debt that was reflected in the historical results.
The resulting presentation is that pro forma amortization of debt
issuance costs that will affect the Company's ongoing financial
statements reflects the expected annual amortization after all of the
related transactions have occurred and the loss on early extinguishment
that will not affect the Company's ongoing financial statements
reflects the actual loss rather than a hypothetical amount that might
have been reported under various scenarios.

In reaching this
conclusion and in preparing the Company's pro forma information,
the Company adhered to the aforementioned guidance in the SEC Staff
Training Manual because in order to pro forma the loss on early
extinguishment of debt due to the terms of the Revlon Exchange
Transactions would have required the Company to make several highly
judgmental estimates regarding the following debt holder alternatives
that might or might not have occurred at the pro forma date of
extinguishment (January 1, 2004): (a) participating in the transaction,
(b) converting their debt to cash, or (c) converting their debt to
common stock. In addition, the Company considered that the conversion
ratio set by the Company and the decision of the debt holders to
participate in the transaction would be based on the market price of
the Company's common stock at the date of the exchange offer. As
a result, if the Company were to attempt to compute the hypothetical
loss on the extinguishment on debt, as if it had occurred on January 1,
2004, it would have had to be changed based on the assumptions about
the decisions debt holders would have made who participated in the
Revlon Exchange Transactions (as discussed above) and the
extinguishment of the Company's 12% Senior Secured Notes
due in 2005 (i.e., the effect of early tender of debt holders on the
premium calculation). This would have required the Company to make a
number of assumptions based on debt holders options in order to
determine the pro forma loss on extinguishment of debt, none of which
were objectively determinable and, even if they were, none would have
been particularly relevant since the actual decisions were known at the
time that the pro forma financial information was prepared and already
was reflected in the historical financial statements as an unusual item
on a separate line in the income statement. It also is unlike other
situations discussed in the SEC Staff Training Manual in which pro
formas are presented showing a range of possible outcomes.

Business, page 80 (Page 78 of Amendment No.
2)

Patents, Trademarks and Proprietary Technology,
page 86 (Page 84 of Amendment No.
2)

4.
Please disclose whether the
expiration or termination of your rights with respect to any patent or
trademark or multiple patents or trademarks may occur over the next
several years and whether such expiration or termination, individually
or in the aggregate, may adversely affect your business.

2

In response to the Staff's comment,
the Company has revised the disclosure on page 84 of Amendment No.
2.

Ms. Pamela A. Long
November 15, 2005
Page
3

Exhibit
25.1

5.
We read your response
to comment 29 of our letter dated October 6, 2005 and reissue the
comment. In this regard, we note that Exhibit 3 does not appear to have
been filed as an exhibit to the referenced registration statement;
rather it appears to be incorporated by reference.

In response
to the Staff's comment, Exhibit 25.1 has been revised to include,
rather than incorporate, each of the exhibits to Exhibit 25.1.

* * * *

3

Ms. Pamela A. Long
November 15,
2005
Page 4

If you have any questions regarding the responses
to the comments of the Staff, or require additional information, please
contact the undersigned at (212) 735-3497.

Very truly
yours,

/s/ Stacy J. Kanter

cc:    Mr. Robert K. Kretzman,
        Revlon
Consumer Products Corporation

4