SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* PERELMAN RONALD O (Last) (First) (Middle) 35 EAST 62ND STREET (Street) NEW YORK NY 10021 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol REVLON INC /DE/ [ REV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/18/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Commitment to purchase(1)(2)	$1.05	12/18/2006		P		57,390,623(1)(2)		12/18/2006	01/19/2007	Class A Common Stock, par value $0.01 per share	57,390,623	(1)(2)	57,390,623(1)(2)	I	Owned through wholly owned corporations

Explanation of Responses:

1. MacAndrews & Forbes Holdings Inc. ("Holdings"), a corporation wholly-owned by Ronald O. Perelman, committed to purchase from Revlon, Inc. (the "Company") in a private placement, pursuant to a Stock Purchase Agreement by and among Holdings and the Company, dated December 18, 2006, the full number of shares of the Company's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), that it would otherwise have been entitled to subscribe for in the Company's rights offering (the "Rights Offering"), at a price of $1.05 per share, in accordance with Holdings' basic subscription privilege (continued in footnote (2)).

2. (Continued from footnote (1)) Based upon Holdings' share ownership on the record date for the Rights Offering, the Company determined that Holdings would otherwise have been entitled to purchase 57,390,623 shares of Class A Common Stock in accordance with Holdings' basic subscription privilege, with the result that Holdings would beneficially own 276,359,793 shares of Class A Common Stock (including 3,035,000 shares and options to purchase 1,525,000 shares in each case held directly by Mr. Perelman) and all of the outstanding 31,250,000 shares of the Company's Class B Common Stock following the exercise of its commitment to purchase such shares pursuant to the Stock Purchase Agreement described above. The Company commenced the Rights Offering on December 18, 2006 and may cancel it at any time prior to its consummation.

	/s/ Barry F. Schwartz for Ronald O. Perelman pursuant to a Power of Attorney	12/18/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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