Section 4.    Representations and Warranties of the Company.    The Company represents and warrants to the Investor as of the date hereof as follows:

4.1    Organization. The Company (a) is duly organized, validly existing and in good standing under the laws of the State of Delaware, (b) is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of each jurisdiction where the nature of the property owned or leased by it or the nature of the business conducted by it makes such qualification or license necessary, except where the failure to be so qualified or licensed would not reasonably be expected to either prevent or materially delay its ability to perform its obligations hereunder, and (c) has all corporate power and authority to carry on its business as it now is being conducted and to consummate the transactions contemplated by this Agreement, including the issuance of the Class A Common Stock.

4.2    Due Authorization. The Company has the requisite corporate power and authority to enter into, execute and deliver this Agreement, including the issuance of the Class A Common Stock and to perform its obligations hereunder, and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of this Agreement, including the issuance of the Class A Common Stock.

4.3    Due Execution; Enforceability. This Agreement has been duly and validly executed and delivered by the Company and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

4.4    Consents.    Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, federal securities laws, applicable state securities or blue sky laws and the rules and regulations of the NYSE or the need to obtain an exemption, if required, from the DOL (which may be obtained on a retroactive basis) with respect to the issuance of the Rights or otherwise, to its best knowledge, neither the execution, delivery or performance of this Agreement, including the issuance of the Class A Common Stock, by it, nor the consummation by it of its obligations and the transactions contemplated by this Agreement, including the issuance of the Class A Common Stock requires any consent of, authorization by, exemption from, filing with, or notice to any governmental entity or any other Person (other than the consent of Fidelity pursuant to the Stockholders Agreement which consent has been obtained).

4.5    No Conflicts.    The execution, delivery and performance of this Agreement, including the issuance of the Class A Common Stock and the consummation of the transactions contemplated hereunder will not (a) conflict with or result in any breach of any provision of its certificate of incorporation or by-laws, (b) except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, federal securities laws, applicable state securities or blue sky laws and the rules and regulations of the NYSE or the need to obtain an exemption, if required, from the DOL (which may be obtained on a retroactive basis) with respect to the issuance of the Rights or otherwise, conflict with or result in the breach of the terms, conditions or provisions of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, acceleration or cancellation under, any material agreement, lease, mortgage, license, indenture, instrument or other contract to which it is a party or by which any of its properties or assets are bound (other than the consent of Fidelity pursuant to the Stockholders Agreement which consent has been obtained), or (c) except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, federal securities laws, applicable state securities or blue sky laws and the rules and regulations of the NYSE or the need to obtain an exemption, if required, from the DOL (which may be obtained on a retroactive basis) with respect to the issuance of the Rights or otherwise, result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, federal and state securities laws and regulations) applicable to it or by which any of its properties or assets are bound or affected, except in the case of clauses (b) or (c), where such conflicts or violations would not prevent or materially delay its ability to consummate the transactions contemplated by this Agreement, including the issuance of the Class A Common Stock.

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4.6    Due Issuance and Authorization of Capital Stock.    No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of any or all of the stockholders of the Company. The shares of Class A Common Stock to be issued and delivered to the Investor pursuant to the terms hereof will be, upon issuance, duly authorized, validly issued, fully paid and non-assessable, and will not be subject to preemptive rights or other similar rights of any or all stockholders of the Company and will not impose personal liability upon the Investor thereof.

Section 5.    Additional Covenants.    The Company and the Investor hereby agree to do the following:

5.1    Listing Obligation.    So long as the Company has Class A Common Stock listed on the NYSE or any other stock exchange, the Company will take all reasonable steps necessary, and pay all reasonable fees required, to list, prior to consummating the Rights Offering, all of the shares of Class A Common Stock acquired by the Investor hereunder and the Rights Shares on the NYSE or such other stock exchanges on which the Class A Common Stock then is listed. Following the initial listing of such shares, the Company, consistent with the Board of Directors’ fiduciary duties, will use its commercially reasonable best efforts to maintain the listing of such shares whenever the Class A Common Stock is listed on any such exchange.

5.2    Cooperation with the Rights Offering and Related Matters.    M&F will, and will cause its Affiliates to, cooperate with the Company and use its commercially reasonable efforts and take, or cause to be taken, all commercially reasonable actions in order to facilitate the successful consummation of the Rights Offering. In particular, the Company is undertaking the Rights Offering in reliance on the Investor’s commitment under Sections 2.1 and 2.4 hereof to provide the Company with funds up to the Backstopped Amount as contemplated by this Agreement and the 2004 Investment Agreement, including, without limitation, Sections 2.1 and 2.4 hereof. The Company will cooperate with the Investor and use its commercially reasonable efforts and take all commercially reasonable actions in order to facilitate the successful consummation of the Rights Offering.

5.3    Legends.    The Investor agrees with the Company that the certificates evidencing the shares of Class A Common Stock to be purchased by the Investor hereunder will bear the following legends:

‘‘THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE SECURITIES ARE SOLD AND TRANSFERRED IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.’’

‘‘PLEASE BE ADVISED THAT THESE SHARES ARE HELD BY AN ‘‘AFFILIATE’’ FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEREFORE, ANY PROSPECTIVE TRANSFEREE OF THE SHARES EVIDENCED BY THE CERTIFICATE SHOULD OBTAIN THE NECESSARY OPINION OF COUNSEL PRIOR TO ACQUIRING THESE SHARES.’’

5.4    Registration Rights.    The Company and the Investor acknowledge that the purchase of shares of Class A Common Stock by the Investor hereunder will result in the issuance to the Investor of ‘‘Registrable Securities’’ as defined in that certain Registration Rights Agreement dated as of March 5, 1996, as amended.

5.5    Further Assurances.    From time to time after the date of this Agreement, the parties hereto shall execute, acknowledge and deliver to the other parties such other instruments, documents, and certificates and will take such other actions as the other parties may reasonably request in order to consummate the transactions contemplated by this Agreement and the 2004 Investment Agreement.

Section 6.    Miscellaneous.

6.1    Notices.    Any notice or other communication required or which may be given pursuant to this Agreement will be in writing and either delivered personally to the addressee, telecopied to the

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addressee, sent via electronic mail or mailed, certified or registered mail, postage prepaid, and will be deemed given when so delivered personally, telecopied, or sent via electronic mail, or, if mailed, five (5) days after the date of mailing, as follows:

(i)    if to the Investor, to:

MacAndrews & Forbes Holdings Inc. 35 East 62nd Street New York, NY 10021 Attention: General Counsel Facsimile: 212-572-5056

(ii)    if to the Company, to:

Revlon, Inc. 237 Park Avenue New York, NY 10017 Attention: General Counsel Facsimile: 212-527-5693 Email: robert.kretzman@revlon.com

6.2    Survival of Representations and Warranties, etc.    All representations and warranties made in, pursuant to or in connection with this Agreement will survive the execution and delivery of this Agreement indefinitely, notwithstanding any investigation at any time made by or on behalf of any party hereto; and all statements contained in any certificate, instrument or other writing delivered by or on behalf of any party hereto required to be made pursuant to the terms of this Agreement or required to be made in connection with or in contemplation of the transactions contemplated by this Agreement will constitute representations and warranties by such party pursuant to this Agreement.

6.3    Assignment.    This Agreement will be binding upon and inure to the benefit of each and all of the parties to this Agreement, and, except as set forth below, neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned by any of the parties to this Agreement without the prior written consent of the other parties. This Agreement, or the Investor’s rights and obligations hereunder, may be assigned, delegated or transferred, in whole or in part, by the Investor to any Affiliate of the Investor over which the Investor or any of its Affiliates exercises investment authority, including, without limitation, with respect to voting and dispositive rights; provided, any such assignee assumes the rights and obligations of the Investor hereunder and agrees in writing to be bound by the terms of this Agreement in the same manner as the Investor. Notwithstanding the foregoing, no such assignment shall relieve the Investor of its obligations hereunder if such assignee fails to perform such obligations. Notwithstanding the provisions of this Section 6.3, the Investor may satisfy its obligations under Sections 2.1, 2.2, or 2.4 hereof by causing an Affiliate of the Investor to satisfy its obligations under such Sections.

6.4    Entire Agreement.    This Agreement and the 2004 Investment Agreement contain the entire agreement by and between the Company and the Investor with respect to the transactions contemplated by this Agreement and the 2004 Investment Agreement and supersede all prior agreements and representations, written or oral, with respect thereto.

6.5    Waivers and Amendments.    This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions of this Agreement may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. The rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any party otherwise may have at law or in equity.

6.6    Governing Law; Jurisdiction; Venue; Process.    THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW

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YORK WITHOUT REGARD TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. Any legal or equitable action or proceeding arising out of or in connection with this Agreement or in any certificate, report or other instrument delivered under or pursuant to any term of this Agreement will be brought only in the courts of the State of New York, in the County and City of New York or of the United States District Court for the Southern District of New York, and by execution and delivery of this Agreement, each of the parties hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. Each of the parties hereby irrevocably waives any objection which it may now or hereafter have to laying of jurisdiction or venue of any actions or proceedings arising out of or in connection with this Agreement or in any certificate, report or other instrument delivered under or pursuant to any term of this Agreement brought in the courts referred to above and hereby further irrevocably waive and agree, not to plead or claim in any such court that any such action or proceeding has been brought in an inconvenient forum. Each of the parties further agrees that the mailing by certified or registered mail, return receipt requested, of any process required by any such court will constitute valid and lawful service of process against it, without necessity for service by any other means provided by statute or rule of court. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

6.7    Counterparts.    This Agreement may be executed in two or more counterparts, which may be by facsimile, each of which will be deemed an original but all of which together will constitute one and the same instrument. All such counterparts will be deemed an original, will be construed together and will constitute one and the same instrument.

6.8    Headings.    The headings in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement.

6.9    No Third Party Beneficiaries.    No Person other than the parties hereto and their successors and permitted assigns is intended to be a beneficiary of this Agreement.

[Execution Page Follows]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

			REVLON, INC.
			By:			/s/ Robert K. Kretzman
						Name:			Robert K. Kretzman
						Title:			Executive Vice President, Chief Legal Officer and General Counsel
			MACANDREWS & FORBES HOLDINGS INC.
			By:			/s/ Barry F. Schwartz
						Name:			Barry F. Schwartz
						Title:			Executive Vice President and General Counsel

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Exhibit 99.1

Revlon Announces Subscription Price and Offering Terms for its $100 Million Rights Offering

NEW YORK — (BUSINESS WIRE) — Dec. 18, 2006 — Revlon, Inc. (NYSE: REV) (‘‘Revlon’’), in conjunction with its previously-announced $100 million rights offering, today announced the subscription price and the number of shares of Revlon Class A common stock that can be purchased pursuant to each subscription right.

Pursuant to the rights offering, Revlon will distribute, at no charge, one transferable subscription right for each share of Class A common stock and Class B common stock held by each stockholder of record as of 5:00 p.m. New York City time, on December 11, 2006 (the ‘‘Record Date’’). Each subscription right will enable rights holders to purchase 0.2308 of a share of Revlon’s Class A common stock. Fractional shares of Class A common stock will not be issued. The subscription price for each share of Class A common stock is $1.05 per share.

In addition, the subscription rights include an over-subscription privilege pursuant to which each rights holder that exercises its basic subscription privilege in full (as described in the prospectus supplement being mailed on or about December 18, 2006 to stockholders of record as of the Record Date) may also subscribe for additional shares at the same subscription price of $1.05 per share, to the extent that other rights holders (other than MacAndrews & Forbes, defined below) do not exercise their subscription rights in full. If a sufficient number of shares are not available to fully satisfy the over-subscription privilege requests, the available shares will be sold pro-rata among subscription rights holders who exercised their over-subscription privilege, based on the number of shares each subscription rights holder subscribed for under the basic subscription privilege.

Approximately $50 million of the proceeds from the rights offering are expected to be used to redeem approximately $50 million principal amount of the 8 5/8% Senior Subordinated Notes due 2008 of Revlon Consumer Products Corporation, Revlon’s wholly-owned operating subsidiary (‘‘RCPC’’), with the remainder of such proceeds expected to be used to repay indebtedness outstanding under RCPC’s $160 million multi-currency revolving credit facility, without any permanent reduction in that commitment, after paying fees and expenses incurred in connection with the rights offering.

While Revlon cannot provide assurances that a trading market will develop, the subscription rights are expected to trade on the NYSE under the symbol ‘‘REV RT’’ beginning approximately December 20, 2006 until January 18, 2007, the last business day prior to the scheduled January 19, 2007 expiration date of the rights offering (subject to Revlon’s right to extend the rights offering subscription period).

MacAndrews & Forbes Holdings, Inc. and its affiliates other than Revlon (together ‘‘MacAndrews & Forbes’’), which is Revlon’s parent company and which is wholly-owned by Ronald O. Perelman, has agreed not to exercise its basic subscription privilege. Instead, pursuant to a Stock Purchase Agreement between MacAndrews & Forbes and Revlon, MacAndrews & Forbes has agreed to purchase, in a private placement directly from Revlon, its pro rata share of the $100 million of Class A common stock covered by the rights offering, which share MacAndrews & Forbes would otherwise have been entitled to subscribe for in the rights offering pursuant to its basic subscription privilege (equal to approximately 60% of the shares available for purchase under the subscription rights distributed in the rights offering, or approximately $60 million).

MacAndrews & Forbes 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 pursuant to their over-subscription privilege. However, pursuant to its existing backstop obligation, if any shares remain following the exercise of the basic subscription privilege and the over-subscription privilege by other rights holders, MacAndrews & Forbes will backstop $75 million of the rights offering by purchasing, also in a private placement directly from Revlon, such number of remaining shares of Class A common stock offered but not purchased by other rights holders as is sufficient to ensure that the aggregate gross proceeds from (i) this rights offering, (ii) MacAndrews & Forbes’ purchase of the shares that it would otherwise have been entitled to subscribe for pursuant to its basic subscription privilege and (iii) if necessary, the backstop, total $75 million.

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The rights offering materials, including a prospectus supplement and the subscription rights certificates, are being mailed on or about December 18, 2006 to stockholders of record as of the Record Date. The prospectus supplement will contain important information about the rights offering. Stockholders are urged to read the prospectus supplement when it becomes available. The expiration date of the rights offering will be January 19, 2007, unless extended by Revlon.

Revlon also announced that RCPC has entered into a third amendment to its existing $87.0 million 2004 Senior Unsecured Line of Credit from MacAndrews & Forbes (which is currently undrawn and which would otherwise have terminated pursuant to its terms upon the consummation of the rights offering) which provides that, upon the consummation of the rights offering, $50.0 million of the line of credit will continue through January 31, 2008 on substantially the same terms.

About Revlon

Revlon is a worldwide cosmetics, skin care, fragrance, and personal care products company. The Company’s vision is to deliver the promise of beauty through creating and developing the most consumer preferred brands. Websites featuring current product and promotional information can be reached at www.revlon.com, www.almay.com and www.mitchumman.com. Corporate and investor relations information can be accessed at www.revloninc.com. The Company’s brands, which are sold worldwide, include Revlon(R), Almay(R), Ultima(R), Charlie(R), Flex(R), and Mitchum(R).

Forward-Looking Statements

Statements in this press release which are not historical facts, including statements about plans, strategies, beliefs and expectations of Revlon, Inc. (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. Accordingly, except for the Company’s ongoing obligations under U.S. federal securities laws, the Company does not intend to update or otherwise revise the forward-looking information to reflect actual results of operations, changes in financial condition, changes in estimates, expectations or assumptions, changes in general economic, industry or cosmetic category conditions or other circumstances arising and/or existing since the preparation of this press release or to reflect the occurrence of any unanticipated events. Such forward-looking statements include, without limitation, the Company’s expectations and estimates about future events, including the Company’s plans to conduct the rights offering and private placement and to use the proceeds therefrom to redeem approximately $50 million of RCPC’s outstanding 8 5/8% Senior Subordinated Notes, with the remainder of such proceeds to be used to repay indebtedness under RCPC’s revolving credit facility, without any permanent reduction in that commitment, after paying fees and expenses incurred in connection with the rights offering. 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, 2005 and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC during 2006 and 2007 (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 difficulties, delays, unexpected costs associated with or the Company’s inability to consummate, in whole or in part, the rights offering and private placement and/or to use the proceeds therefrom to redeem approximately $50 million of RCPC’s outstanding 8 5/8% Senior Subordinated Notes or the remainder of such proceeds to repay indebtedness under RCPC’s revolving credit facility, without any permanent reduction in that commitment, after paying fees and expenses incurred in connection with the rights offering and/or the availability of the proceeds of this rights offering, in whole or in part.

The information available from time to time on any websites referred to in this press release shall not be deemed incorporated by reference into this press release.

SOURCE: Revlon, Inc.

CONTACT:	Calandra Matthews 212-527-6463

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Exhibit 99.2

SELECTED HISTORICAL AND UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL DATA

The selected historical financial and other data for the year ended December 31, 2005 have been derived from the audited consolidated financial statements of Revlon, Inc. and its subsidiaries, including Products Corporation (defined below) (collectively, the Company). The selected historical financial and other data for the nine months ended September 30, 2005 and 2006 have been derived from the Company’s unaudited consolidated financial statements. Results for the nine months ended September 30, 2006 are not necessarily indicative of the results that may be expected for the entire year. The Pro Forma Statement of Operations Data for the year ended December 31, 2005 gives pro forma effect as described below to the following transactions as if such transactions had been consummated on January 1, 2005:

	•	Revlon Consumer Products Corporation’s (‘‘Products Corporation’s’’) March 2005 issuance of $310.0 million aggregate principal amount of 9½% Senior Notes due 2011 (referred to in this Current Report on Form 8-K as the March 2005 9½% Senior Notes) and Products Corporation’s use of the proceeds of such issuance to (i) redeem all of the $116.2 million aggregate principal amount outstanding of Products Corporation’s 8 1/8% Senior Notes due 2006 (referred to in this Current Report on Form 8-K as the 8 1/8% Senior Notes) and all of the $75.5 million aggregate principal amount of Products Corporation’s 9% Senior Notes due 2006 (referred to in this Current Report on Form 8-K as the 9% Senior Notes), plus applicable accrued interest in each case and plus the applicable premium in the case of the 9% Senior Notes and (ii) prepay $100.0 million under the term loan facility of Products Corporation’s 2004 bank credit agreement, together with accrued interest and the associated $5.0 million prepayment fee (and the payment of fees and expenses incurred in connection with such transactions and the exchange offer related to the March 2005 9½% Senior Notes) (referred to in this Current Report on Form 8-K as the Spring 2005 Refinancing Transactions);

	•	Products Corporation’s August 2005 issuance of $80.0 million aggregate principal amount of 9½% Senior Notes due 2011 (referred to in this Current Report on Form 8-K as the August 2005 9½% Senior Notes and, together with the March 2005 9½% Senior Notes, as the 9½% Senior Notes) and Products Corporation’s use of the proceeds of such issuance to help fund investments in certain of its brand initiatives and for general corporate purposes and to pay fees and expenses in connection with the issuance of the August 2005 9½% Senior Notes and the exchange offer related to the August 2005 9½% Senior Notes (referred to in this Current Report on Form 8-K as the August 2005 Transactions and, together with the Spring 2005 Transactions, the 2005 Previous Transactions);

	•	the March 2006 $110 million rights offering and the related private placement to MacAndrews & Forbes, which consisted of the issuance of 39,285,714 shares of Revlon, Inc.’s Class A common stock, including 15,885,662 shares subscribed for by public shareholders (other than MacAndrews & Forbes) and 23,400,052 shares issued to MacAndrews & Forbes in a private placement directly from Revlon, Inc., in each case at a subscription price of $2.80 per share, and the use of the proceeds of such transactions, together with available cash, to (i) redeem approximately $110 million aggregate principal amount of Products Corporation’s 8 5/8% Senior Subordinated Notes, plus applicable accrued interest on the 8 5/8% Senior Subordinated Notes and (ii) pay other fees and expenses associated with such rights offering and redemption (referred to in this Current Report on Form 8-K as the March 2006 Rights Transactions);

	•	Products Corporation’s July 2006 amendment to its 2004 bank credit agreement to increase the term loan facility from $700 million to $800 million (referred to in this Current Report on Form 8-K as the July 2006 Credit Agreement Amendment, and, together with the March 2006 Rights Transactions, as the 2006 Previous Financing Transactions) (The 2005 Previous Transactions and the 2006 Previous Transactions are referred to in this Current Report on Form 8-K collectively as the Previous Financing Transactions);

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	•	Products Corporation’s entry into the 2006 Credit Facilities, which are expected to consist of Products Corporation’s replacement of the existing approximately $800 million term loan facility under its 2004 bank credit agreement with a new 5-year $840 million 2006 Term Loan Facility and an amendment to the existing $160 million multi-currency revolving credit facility under its 2004 bank credit agreement and the extension of its maturity through the same 5-year period (referred to in this Current Report on Form 8-K as the 2006 Revolving Credit Facility) and the expected use of proceeds of such transactions to (i) repay in full the approximately $800 million of outstanding indebtedness under the term loan facility of the 2004 bank credit agreement (plus accrued interest, which was approximately $10.5 million at September 30, 2006 and an $8.0 million prepayment fee) and (ii) pay approximately $7.2 million of fees and expenses incurred in connection with consummating the 2006 Credit Facilities, with the balance of such proceeds expected to be available for general corporate purposes (referred to in this Current Report on Form 8-K as the December 2006 Credit Agreement Transactions); and

	•	this $100 million rights offering and the related private placement to MacAndrews & Forbes and the use of the proceeds of such transactions to (i) redeem approximately $50 million aggregate principal amount of Products Corporation’s outstanding 8 5/8% Senior Subordinated Notes (plus accrued interest, which was approximately $0.7 million at September 30, 2006) and (ii) repay indebtedness outstanding under Products Corporation’s 2006 Revolving Credit Facility, without any permanent reduction in that commitment, after paying approximately $2.0 million of fees and expenses incurred in connection with this rights offering and the redemption (referred to in this Current Report on Form 8-K as the December 2006 Rights Transactions and together with the December 2006 Credit Agreement Transactions, as the December 2006 Financing Transactions) (The 2006 Previous Financing Transactions and the December 2006 Financing Transactions are referred to in this Current Report on Form 8-K collectively as the 2006 Financing Transactions and the Previous Financing Transactions and the December 2006 Financing Transactions are referred to in this Current Report on Form 8-K collectively as the Financing Transactions).

The Pro Forma Statement of Operations Data for the year ended December 31, 2005 first shows the pro forma effect of the Previous Financing Transactions described in the bullets above and then shows the pro forma effect of such Previous Financing Transactions together with the incremental pro forma effect of the December 2006 Financing Transactions, in each case, as if such transactions had been consummated on January 1, 2005.

The Pro Forma Statement of Operations Data for the nine months ended September 30, 2006 first shows the pro forma effect of the 2006 Previous Financing Transactions and then shows the pro forma effect of such 2006 Previous Financing Transactions together with the incremental pro forma effect of the December 2006 Financing Transactions, in each case, as if such transactions had been consummated on January 1, 2006. The Pro Forma Statement of Operations Data for the nine months ended September 30, 2006 do not include adjustments for the pro forma effect of the 2005 Previous Transactions as these transactions are reflected in the historical results.

The Pro Forma Balance Sheet Data as of September 30, 2006 give pro forma effect to the December 2006 Financing Transactions as if such transactions had occurred on September 30, 2006. No adjustments to give pro forma effect to the Previous Financing Transactions are necessary in the Pro Forma Balance Sheet Data as of September 30, 2006 as such transactions are reflected in the historical Balance Sheet Data as of September 30, 2006.

The pro forma adjustments are based upon available information and certain assumptions that the Company’s management believes are reasonable. The pro forma financial data do not purport to represent the Company’s results of operations or the Company’s financial position that actually would have occurred had such transactions been consummated on the aforementioned dates. The pro forma financial data is not intended to indicate the results that may be expected for any future period.

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The information provided in this Exhibit 99.2 should be read in conjunction with ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and the Company’s historical consolidated financial statements and the accompanying notes thereto appearing in the Company’s Form 10-Q for the quarter ended September 30, 2006, filed with the SEC on November 7, 2006, and the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on March 2, 2006.

			Year Ended December 31,						Nine Months Ended September 30,
			2005(a)						2005(a)						2006(b)
									(unaudited)
Historical Statement of Operations Data:
(Dollars in Millions, Except Per Share Data)
Net sales				$	1,332.3					$	894.5					$	952.5
Gross profit					824.2						544.4						548.3
Selling, general and administrative expenses					757.8						577.6						645.3
Restructuring costs and other, net(c)					1.5						1.5						23.3
Operating income (loss)					64.9						(34.7	)					(120.3	)
Interest expense, net					124.2						89.9						108.4
Amortization of debt issuance costs					6.9						5.1						5.6
Foreign currency (gains) losses, net					0.5						(1.4	)					(1.4	)
Loss on early extinguishment of debt(d)					9.0						9.0						0.4
Miscellaneous, net					(0.5	)					1.5						0.5
Loss before income taxes					(75.2	)					(138.8	)					(233.8	)
Provision for income taxes					8.5						9.2						12.0
Net loss				$	(83.7	)				$	(148.0	)				$	(245.8	)
Basic and diluted loss per common share				$	(0.22	)(e)				$	(0.40	)(e)				$	(0.61	)
Weighted average no. of common shares outstanding: Basic and diluted					374,060,951	(e)					373,876,139(e	)					401,260,132
Other Data:
(Dollars in Millions)
Net cash provided (used) in operating activities				$	(139.7	)				$	(115.9	)				$	(124.8	)
Net cash used in investing activities					(15.8	)					(16.0	)					(15.5	)
Net cash provided by financing activities					67.6						92.1						132.7
Ratio of earnings to fixed charges(f)					—						—						—
Capital expenditures				$	25.8					$	16.0					$	15.5
Purchase of permanent displays					69.6						38.7						81.4
Depreciation and amortization(g)					108.9						79.8						96.3

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			Year Ended December 31, 2005												Nine Months Ended September 30, 2006
			Pro Forma Previous Financing Transactions(h)						Pro Forma Financing Transactions(i)						Pro Forma 2006 Previous Financing Transactions(j)						Pro Forma 2006 Financing Transactions(k)
			(unaudited)												(unaudited)
Pro Forma Statement of Operations Data:
(Dollars in Millions, Except Per Share Data)
Operating income (loss)				$	64.9					$	64.9					$	(120.3	)				$	(120.3	)
Interest expense, net					128.9						111.2						112.1						97.9
Amortization of debt issuance costs					7.6						4.4						6.0						3.6
Net loss					(89.1	)					(68.2	)					(249.9	)					(233.3	)
Ratio of earnings to fixed charges					—	(l)					—	(m)					—	(n)					—	(o)
Basic and diluted loss per common share(p)				$	(0.24	)				$	(0.17	)				$	(0.62	)				$	(0.56	)
Weighted average no. of common shares outstanding: Basic and diluted(p)			374,060,951						391,325,303						401,260,132						419,782,671

			December 31, 2005						September 30, 2006
			Actual						Actual						Pro Forma December 2006 Financing Transactions(q)
									(unaudited)
Balance Sheet Data: (Dollars in Millions)
Total assets				$	1,043.7					$	924.6					$	925.7
Total indebtedness					1,422.4						1,465.1						1,407.8
Total stockholders’ deficiency					(1,095.9	)					(1,225.0	)					(1,155.4	)

(a)

Results for the year ended December 31, 2005 and the nine months ended September 30, 2005 include expenses of approximately $44 million and approximately $32 million, respectively, in incremental returns and allowances and approximately $7 million and approximately $4 million, respectively, of accelerated amortization cost of certain permanent displays related to the complete re-stage of the Almay brand.

(b)

Results for the nine months ended September 30, 2006 include charges related to the discontinuance of the Vital Radiance brand totaling approximately $49 million. The charges include approximately $31 million for estimated returns and allowances, approximately $15 million for the write-off of inventories and selling and promotional materials and approximately $3 million for the write-off and acceleration of amortization of displays. Results also include charges of approximately $9 million related to the cessation of the former CEO’s employment in September 2006.

(c)

Restructuring expenses incurred during 2005 related to restructuring events (e.g., primarily employee severance costs). Restructuring expenses incurred during the nine months ended September 30, 2006 related primarily to employee severance and other personnel benefits related to the organizational realignment the Company announced in February 2006 and the organizational streamlining the Company announced in September 2006.

(d)

Represents (i) the loss on the early extinguishment of debt of $9.0 million for the year ended December 31, 2005 and for the nine months ended September 30, 2005 related to the Spring 2005 Refinancing Transactions and (ii) the loss on the early extinguishment of debt of $0.4 million for the nine months ended September 30, 2006 related to the March 2006 Rights Transactions and the related redemption of approximately $110 million aggregate principal amount of the 8 5/8% Senior Subordinated Notes with the proceeds of that rights offering.

(e)

Upon consummation of the March 2006 Rights Offering, the fair market value on the NYSE of Revlon, Inc.’s Class A common stock was more than the $2.80 per share subscription price for that rights offering. Accordingly, basic and diluted loss per common share has been restated for the prior periods presented to reflect a stock dividend. The December 31, 2005 and September 30, 2005 weighted average number of common shares as of January 1, 2005 has been adjusted to reflect a stock dividend of 2,928,649 and 2,927,202 shares of Revlon, Inc.’s Class A common stock, respectively.

(f)

Earnings used in computing the ratio of earnings to fixed charges consist of loss before income taxes plus fixed charges. Fixed charges consist of interest expense (including amortization of debt issuance costs, but not losses relating to the early extinguishment of debt) and 33% of rental expense (considered to be representative of the interest factor). Fixed charges exceeded earnings by $75.2 million for the year ended December 31, 2005 and $138.8 million and $233.8 million for the nine months ended September 30, 2005 and 2006, respectively.

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(g)

Includes amortization related to debt issuance costs, debt discount and stock-based compensation of $6.9 million, $0.2 million and $5.8 million, respectively, for the year ended December 31, 2005; $5.1 million, $0.1 million, and $4.4 million, respectively, for the nine months ended September 30, 2005; and $5.6 million, $0.4 million, and $11.7 million, respectively, for the nine months ended September 30, 2006.

(h)

Reflects the pro forma effect of the Previous Financing Transactions for the year ended December 31, 2005. The adjustments include an increase in interest expense and amortization of debt issuance cost of $4.7 million and $0.7 million, respectively, related to (i) an increase in interest expense and amortization of debt issuance costs of $11.3 million and $0.6 million, respectively, in connection with the issuance of the 9½% Senior Notes, offset by a reduction of interest expense and an elimination of amortization of debt issuance costs of $6.5 million and $0.5 million, respectively, in connection with the redemption of the 8 1/8% Senior Notes and the 9% Senior Notes and the $100 million prepayment under the term loan facility of Products Corporation’s 2004 bank credit agreement, (ii) a reduction of interest expense and the elimination of amortization of debt issuance costs of $9.5 million and $0.2 million, respectively, related to the March 2006 Rights Transactions and (iii) an increase in interest expense and amortization of debt issuance costs of $9.4 million and $0.8 million, respectively, related to the July 2006 Credit Agreement Amendment. Such pro forma results do not include a non-recurring charge of $0.4 million for the write-off of debt issuance costs in connection with March 2006 Rights Transactions.

(i)

Reflects the combined pro forma effect of the Previous Financing Transactions as described in footnote (h) and the incremental pro forma effect of the December 2006 Financing Transactions for the year ended December 31, 2005. The incremental adjustments for the December 2006 Financing Transactions include a reduction of interest expense and the elimination of amortization of debt issuance costs of $17.7 million and $3.2 million, respectively, related to (i) a reduction of interest expense and an elimination of amortization of debt issuance costs of $4.6 million and $0.1 million, respectively, in connection with the December 2006 Rights Transactions and (ii) a reduction of interest expense and the elimination of amortization of debt issuance costs of $13.1 million and $3.1 million, respectively, in connection with the December 2006 Credit Agreement Transactions. Such combined pro forma results do not include incremental non-recurring charges for the write-off of debt issuance costs of $15.6 million, consisting of debt issuance costs of $0.2 million and $15.4 million associated with (1) the redemption of approximately $50 million of aggregate principal amount of the 8 5/8% Senior Subordinated Notes and (2) the repayment of the approximately $800 million of indebtedness under the term loan facility of Products Corporation’s 2004 bank credit agreement, respectively, and an $8.0 million prepayment fee in connection with the aforementioned term loan facility repayment.

(j)

Reflects the pro forma effect of the 2006 Previous Financing Transactions for the nine months ended September 30, 2006. The adjustments include an increase in interest expense and amortization of debt issuance costs of $3.7 million and $0.4 million, respectively, related to (i) a reduction of interest expense and the elimination of amortization of debt issuance costs of $2.9 million and $0.1 million, respectively, related to the March 2006 Rights Transactions and (ii) an increase of interest expense and amortization of debt issuance costs of $6.6 million and $0.5 million, respectively, related to the July 2006 Credit Agreement Amendment.

(k)

Reflects the combined pro forma effect of the 2006 Previous Financing Transactions described in footnote (j) and the incremental pro forma effects of the December 2006 Financing Transactions for the nine months ended September 30, 2006. The incremental adjustments for the December 2006 Financing Transactions include a reduction in interest expense and the elimination of amortization of debt issuance costs of $14.2 million and $2.4 million, respectively related to (i) a reduction of interest expense and an elimination of amortization of debt issuance costs of $4.7 million and $0.1 million, respectively in connection with the December 2006 Rights Transactions and (ii) a reduction of interest expense and an elimination of amortization of debt issuance costs of $9.5 million and $2.3 million, respectively, in connection with the December 2006 Credit Agreement Transactions. Such combined pro forma results do not include non-recurring charges for the write-off of debt issuance costs of $20.4 million, consisting of debt issuance costs of $0.1 million and $20.3 million associated with the (1) redemption of approximately $50.0 million of aggregate principal amount of the 8 5/8% Senior Subordinated Notes and (2) the repayment of the approximately $800 million of indebtedness under the term loan facility of Products Corporation’s 2004 bank credit agreement, respectively, and an $8.0 million prepayment fee in connection with the aforementioned term loan facility repayment.

(l)	After giving effect to the adjustments for the Previous Financing Transactions described in footnote (h) above, fixed charges would have exceeded earnings before fixed charges by $80.6 million for the year ended December 31, 2005.

(m)	After giving effect to the adjustments for the Financing Transactions described in footnotes (h) and (i) above, fixed charges would have exceeded earnings before fixed charges by $59.7 million for the year ended December 31, 2005.

(n)	After giving effect to the adjustments for the 2006 Previous Financing Transactions described in footnote (j) above, fixed charges would have exceeded earnings before fixed charges by $237.9 million for the nine months ended September 30, 2006.

(o)	After giving effect to the adjustments for the 2006 Financing Transactions described in footnotes (j) and (k) above, fixed charges would have exceeded earnings before fixed charges by $221.3 million for the nine months ended September 30, 2006.

(p)

If at the time of the consummation of the December 2006 Rights Transactions, the fair market value on the NYSE of Revlon, Inc.’s Class A common stock is more than the $1.05 rights offering subscription price, basic and diluted loss per common share will be restated for all prior periods, similar to a stock dividend. Assuming the $1.05 subscription price, the weighted average number of shares outstanding as of January 1, 2005 would increase by approximately 4.6%, or 17,264,352 shares, the basic and diluted loss per common share would decrease by approximately 4.5% for the year ended December 31, 2005 and the basic and diluted loss per common share would be $(0.21) for the year ended December 31, 2005 and the weighted average number of shares outstanding as of January 1, 2006 would increase by approximately 4.6%, or 18,522,539 shares, the basic and diluted loss per common share would decrease by approximately 3.3% for the nine months-ended September 30, 2006 and the basic and diluted loss per common share would be $(0.59) for the nine months ended September 30, 2006.

(q)	Reflects the pro forma effect of the December 2006 Financing Transactions at September 30, 2006. The adjustments include (i) an increase in total assets of $1.1 million resulting from an increase in cash available for general corporate purposes of

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$14.3 million from proceeds available from the December 2006 Credit Agreement Transactions (including the payment of accrued interest, which was approximately $10.5 million at September 30, 2006), offset by the write-off of $13.2 million of debt issuance costs (reflecting the capitalization of debt issuance costs of $7.2 million, offset by the write-off of debt issuance costs of $0.1 million and $20.3 million associated with (1) the redemption of approximately $50.0 million of aggregate principal amount of the 8 5/8% Senior Subordinated Notes and (2) the repayment of the approximately $800 million of indebtedness under the term loan facility of Products Corporation’s 2004 bank credit agreement, respectively), (ii) a decrease in total indebtedness of $57.3 million resulting from the redemption of $50.0 million aggregate principal amount, of the 8 5/8% Senior Subordinated Notes and the repayment of approximately $47.3 million of indebtedness outstanding under Products Corporation’s 2006 Revolving Credit Facility, with a portion of the proceeds from this $100 million rights offering (after paying accrued interest, which was approximately $0.7 million at September 30, 2006, and fees and expenses of approximately $2.0 million in connection with this rights offering) and the replacement of the existing $800 million term loan under the 2004 bank credit agreement with the $840 million 2006 Term Loan Facility, and (iii) a decrease in total stockholders’ deficiency of $69.6 million principally resulting from net proceeds of $98 million from this rights offering (which is net of $2.0 million of estimated transaction fees and expenses associated with this rights offering) and the issuance of shares of Revlon, Inc.’s Class A common stock pursuant to this rights offering, partially offset by the aforementioned write-off of debt issuance costs of $20.4 million and the $8.0 million prepayment fee.

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