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

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FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: April 26, 2012
(Date of earliest event reported: April 26, 2012)

Revlon, Inc.
(Exact Name of Registrant as Specified in its Charter)

(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))

Item 2.02.     Results of Operations and Financial Condition.

On April 26, 2012 Revlon, Inc. issued a press release (the "Press Release") announcing its earnings for the fiscal quarter ended March 31, 2012.

A copy of the Press Release is attached to this Form 8-K as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

In accordance with General Instruction B.2 to the Form 8-K, the information under this Item 2.02 and the Press Release shall be deemed to be "furnished" to the SEC and not deemed to be "filed" with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.

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Item 9.01.          Financial Statements and Exhibits.

(d)       Exhibits

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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.

EXHIBIT INDEX

Exhibit 99.1

Revlon Reports First Quarter 2012 Results

NEW YORK--(BUSINESS WIRE)--April 26, 2012--Revlon, Inc. (NYSE: REV) today announced results for the first quarter ended March 31, 2012.

First quarter 2012 results compared to first quarter 2011:

• Net sales of $330.7 million compared to $333.2 million. Excluding the unfavorable impact of foreign currency fluctuations of $4.0 million, first quarter 2012 net sales increased $1.5 million.
• Operating income of $44.3 million compared to $44.7 million.
• Income before income taxes of $19.5 million compared to $18.1 million.
• Net income of $8.5 million, or $0.16 per diluted share, compared to $10.4 million, or $0.20 per diluted share.
• Adjusted EBITDA^a of $60.0 million compared to $60.7 million.
• Net cash used in operating activities of $20.4 million compared to net cash provided by operating activities of $24.1 million; free cash flow^b was negative $23.9 million compared to positive free cash flow of $21.7 million. The first quarter of 2012 was impacted primarily by the renewal and partial prepayment of certain multi-year insurance programs; higher sales returns and allowances as expected and previously accrued for by the Company in the fourth quarter of 2011; and other changes in working capital.

Commenting on today’s announcement, Revlon President and Chief Executive Officer, Alan T. Ennis, said, “We continue to focus on driving top-line profitable growth and, in the first quarter of 2012, we grew net sales and delivered competitive margins. We remain focused on building our strong brands by launching and appropriately supporting innovative new products and we are pleased with our new product launches so far this year.”

First Quarter 2012 Results

Net sales in the first quarter of 2012 were $330.7 million compared to $333.2 million in the first quarter of 2011. Excluding unfavorable foreign currency fluctuations of $4.0 million, net sales increased $1.5 million, or 0.5% compared to the first quarter of 2011. The first quarter of 2012 benefited from higher net sales of Revlon color cosmetics and Revlon ColorSilk hair color, and the inclusion of the net sales of SinfulColors for a full quarter. These increases were partially offset by lower net sales of Almay color cosmetics and fragrances, as well as lower net sales in Venezuela due to the June 2011 fire at the Company’s local facility. In 2011, the results of operations from the SinfulColors acquisition were included in the consolidated financial statements commencing on the date of acquisition, March 17, 2011.

In the United States, net sales in the first quarter of 2012 were $184.7 million, a decrease of $1.5 million, or 0.8%, as compared to $186.2 million in the same period last year. Lower net sales of Almay color cosmetics and Revlon beauty tools were partially offset by the inclusion of the net sales of SinfulColors for a full quarter in 2012.

In Asia Pacific, net sales in the first quarter of 2012 were $56.1 million, an increase of $3.0 million, or 5.6%, compared to $53.1 million in the same period last year. Excluding the favorable impact of foreign currency fluctuations, net sales increased $1.2 million, or 2.3%, primarily due to higher net sales of Revlon color cosmetics in certain distributor markets.

In Europe, Middle East and Africa, net sales in the first quarter of 2012 were $45.8 million, a decrease of $3.9 million, or 7.8%, compared to $49.7 million in the same period last year. Excluding the unfavorable impact of foreign currency fluctuations, net sales decreased $0.8 million, or 1.6%, primarily due to lower net sales of fragrances in Italy and certain distributor markets, partially offset by higher net sales of Revlon color cosmetics in certain distributor markets.

In Latin America, net sales in the first quarter of 2012 were $26.3 million, a decrease of $0.7 million, or 2.6%, compared to $27.0 million in the same period last year. Excluding the unfavorable impact of foreign currency fluctuations, net sales increased $1.7 million, or 6.3%. The increase was primarily due to higher net sales of Revlon color cosmetics and Revlon ColorSilk hair color, partially offset by lower net sales in Venezuela, where the Company had not fully resumed business since the June 2011 fire that destroyed the Company’s local facility.

In Canada, net sales in the first quarter of 2012 were $17.8 million, an increase of $0.6 million, or 3.5%, compared to $17.2 million in the same period last year. Excluding the unfavorable impact of foreign currency fluctuations, net sales increased $0.9 million, or 5.2%, primarily due to higher net sales of Revlon color cosmetics and Revlon beauty tools.

Operating income in the first quarter of 2012 was $44.3 million, compared to $44.7 million in the same period last year. Adjusted EBITDA in the first quarter of 2012 was $60.0 million, compared to $60.7 million in the same period last year. Lower gross profit, as a result of lower net sales and higher cost of sales in the period, was largely offset by the benefit of lower SG&A expenses. SG&A expenses decreased versus the first quarter of 2011 primarily due to lower advertising expenses as a result of the timing of advertising campaigns in 2012 compared to 2011.

Interest expense, including preferred stock dividends, decreased $2.6 million to $21.6 million in the first quarter of 2012 compared to the same period last year, primarily due to refinancing the Company’s term loan credit facility in May 2011 at lower interest rates.

Income before income taxes was $19.5 million in the first quarter of 2012, as compared to $18.1 million in the same period last year. The provision for income taxes was $11.0 million compared to $7.7 million in the same period last year. Cash paid for income taxes, net of refunds, in the first quarter of 2012 was $3.4 million compared to $2.2 million in the same period last year.

Net income in the first quarter of 2012 was $8.5 million, or $0.16 per diluted share, compared to net income of $10.4 million, or $0.20 per diluted share, in the same period last year.

Net cash used in operating activities in the first quarter of 2012 was $20.4 million, compared to net cash provided by operating activities of $24.1 million in the same period last year. Free cash flow was negative $23.9 million, compared to positive free cash flow of $21.7 million in the same period last year. The first quarter of 2012 was impacted primarily by the renewal and partial prepayment of certain multi-year insurance programs; higher sales returns and allowances as expected and previously accrued for by the Company in the fourth quarter of 2011; and other changes in working capital.

Net cash used in investing activities in the first quarter of 2012 was $3.5 million, compared to $41.4 million in the same period last year. The first quarter of 2011 included $39.0 million paid for the SinfulColors acquisition.

Adjusted EBITDA and free cash flow are non-GAAP measures that are defined in the footnotes to this release and are reconciled to their most directly comparable GAAP measures, respectively, in the accompanying financial tables.

Company Strategy

The Company continues to execute its business strategy: (i) build our strong brands; (ii) develop our organizational capability; (iii) drive our company to act globally; (iv) increase our operating profit and cash flow; and (v) improve our capital structure.

First Quarter 2012 Results and Conference Call

The Company will host a conference call with members of the investment community on April 26, 2012 at 9:30 A.M. EDT to discuss First Quarter 2012 results. Access to the call is available to the public at www.revloninc.com.

About Revlon

Revlon is a global color cosmetics, hair color, beauty tools, fragrances, skincare, anti-perspirant deodorants and beauty care products company whose vision is Glamour, Excitement and Innovation through high-quality products at affordable prices. Revlon® is one of the strongest consumer brand franchises in the world. Revlon’s global brand portfolio includes Revlon® color cosmetics, Almay® color cosmetics, SinfulColors® color cosmetics, Revlon ColorSilk® hair color, Revlon® beauty tools, Charlie® fragrances, Mitchum® anti-perspirant deodorants, and Ultima II® and Gatineau® skincare. Websites featuring current product and promotional information can be reached at www.revlon.com, www.almay.com and www.mitchum.com. Corporate and investor relations information can be accessed at www.revloninc.com.

Footnotes to Press Release

^a Adjusted EBITDA is a non-GAAP financial measure that is reconciled to net income, its most directly comparable GAAP measure, in the accompanying financial tables. Adjusted EBITDA is defined as income from continuing operations before interest, taxes, depreciation, amortization, gains/losses on foreign currency fluctuations, gains/losses on the early extinguishment of debt and miscellaneous expenses. In calculating Adjusted EBITDA, the Company excludes the effects of gains/losses on foreign currency fluctuations, gains/losses on the early extinguishment of debt, results of and gains/losses on discontinued operations and miscellaneous expenses because the Company's management believes that some of these items may not occur in certain periods, the amounts recognized can vary significantly from period to period and these items do not facilitate an understanding of the Company's operating performance. The Company's management utilizes Adjusted EBITDA as an operating performance measure in conjunction with GAAP measures, such as net income and gross margin calculated in accordance with GAAP.

The Company's management uses Adjusted EBITDA as an integral part of its reporting and planning processes and as one of the primary measures to, among other things --

(i) monitor and evaluate the performance of the Company's business operations;

(ii) facilitate management's internal comparisons of the Company's historical operating performance of its business operations;

(iii) facilitate management's external comparisons of the results of its overall business to the historical operating performance of other companies that may have different capital structures and debt levels;

(iv) review and assess the operating performance of the Company's management team and, together with free cash flow and other operational objectives, as a measure in evaluating employee compensation and bonuses;

(v) analyze and evaluate financial and strategic planning decisions regarding future operating investments; and

(vi) plan for and prepare future annual operating budgets and determine appropriate levels of operating investments.

The Company's management believes that Adjusted EBITDA is useful to investors to provide them with disclosures of the Company's operating results on the same basis as that used by the Company's management. Additionally, the Company's management believes that Adjusted EBITDA provides useful information to investors about the performance of the Company's overall business because such measure eliminates the effects of unusual or other infrequent charges that are not directly attributable to the Company's underlying operating performance. Additionally, the Company's management believes that because it has historically provided Adjusted EBITDA in previous press releases, that including such non-GAAP measure in its earnings releases provides consistency in its financial reporting and continuity to investors for comparability purposes. Accordingly, the Company believes that the presentation of Adjusted EBITDA, when used in conjunction with GAAP financial measures, is a useful financial analysis tool, used by the Company's management, as described above, that can assist investors in assessing the Company's financial condition, operating performance and underlying strength. Adjusted EBITDA should not be considered in isolation or as a substitute for net income / (loss) prepared in accordance with GAAP. Other companies may define EBITDA differently. Also, while EBITDA is defined differently than Adjusted EBITDA for the Company's credit agreement, certain financial covenants in its borrowing arrangements are tied to similar measures. Adjusted EBITDA, as well as the other information in this press release, should be read in conjunction with the Company's financial statements and footnotes contained in the documents that the Company files with the U.S. Securities and Exchange Commission.

^b Free cash flow is a non-GAAP measure that is reconciled to net cash provided by operating activities, its most directly comparable GAAP measure, in the accompanying financial tables. Free cash flow is defined as net cash provided by operating activities, less capital expenditures for property, plant and equipment, plus proceeds from the sale of certain assets. Free cash flow excludes proceeds on sale of discontinued operations. Management uses free cash flow (i) to evaluate its business and financial performance and overall liquidity; (ii) in strategic planning; and (iii) to review and assess the operating performance of the Company's management team and, together with Adjusted EBITDA and other operational objectives, as a measure in evaluating employee compensation and bonuses. Management believes that free cash flow is useful for investors because it provides them with an important perspective on the cash available for debt repayment and other strategic measures, after making necessary capital investments in property and equipment to support the Company's ongoing business operations, and provides them with the same measures that management uses as the basis for making resource allocation decisions. Free cash flow does not represent the residual cash flow available for discretionary expenditures, as it excludes certain expenditures such as mandatory debt service requirements, which for the Company are significant. The Company does not intend for free cash flow to be considered in isolation or as a substitute for the related GAAP measures. Other companies may define free cash flow or similarly titled measures differently.

Forward-Looking Statements

Statements made in this press release, which are not historical facts, including statements about the Company's plans, strategies, focus, beliefs and expectations, 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 and, except for the Company's ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statement, whether to reflect actual results of operations; changes in financial condition; changes in general U.S. or international economic, industry or cosmetics category conditions; changes in estimates, expectations or assumptions; or other circumstances, conditions, developments or events arising after the issuance of this press release. Such forward-looking statements include, without limitation, the Company's following beliefs, expectations, focus and/or plans: (i) continuing to focus on driving top-line profitable growth; (ii) remaining focused on building our strong brands by launching and appropriately supporting innovative new products; and (iii) the Company’s plans to continue to execute its business strategy: (a) build our strong brands, (b) develop our organizational capability, (c) drive our company to act globally, (d) increase our operating profit and cash flow and (e) improve our capital structure. Actual results may differ materially from such forward-looking statements for a number of reasons, including those set forth in our filings with the SEC, including, without limitation, our 2011 Annual Report on Form 10-K that we filed with the SEC in February 2012 and our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we have filed or will file with the SEC during 2012 (which may be viewed on the SEC's website at http://www.sec.gov or on our website at http://www.revloninc.com), as well as reasons including: (i) difficulties, delays, unanticipated costs or our inability to profitably grow our business, including, without limitation, less than expected profitable net sales growth, such as due to the reasons set forth in clause (iii)(a) below; (ii) difficulties, delays, unanticipated costs or our inability to build our strong brands by launching and appropriately supporting innovative new products, such as due to the reasons set forth in clause (iii)(a) below; and (iii) difficulties, delays, unanticipated costs or our inability to continue to execute our business strategy, such as (a) less than expected growth of our strong brands, such as due to difficulties, delays, unanticipated costs or our inability to launch innovative products, such as due to less than effective new product development; less than expected acceptance of our new products by consumers and/or retail customers; less than expected acceptance of our brand communication for such products by consumers and/or retail partners; less than expected levels of advertising and/or promotional activities for our new product launches; less than expected levels of execution with our retail partners; less than anticipated sales of our new products as a result of consumer response to worldwide economic or other conditions; greater than expected volatility in the retail sales environment; more than anticipated returns for such products; actions by our retail customers impacting our sales, including in response to any decreased consumer spending in response to weak economic conditions or weakness in the cosmetics category in the mass retail channel; adverse changes in currency exchange rates and/or currency controls; decreased sales of the Company's products as a result of increased competitive activities by the Company’s competitors; changes in consumer purchasing habits, including with respect to shopping channels; retailer inventory management; greater than expected impact from changes in retailer pricing or promotional strategies; greater than anticipated retailer space reconfigurations or reductions in retailer display space; less than anticipated results from the Company's existing or new products or from its advertising, promotional and/or marketing plans; or if the Company’s expenses, including, without limitation, for advertising, promotions and/or marketing activities or for sales returns related to any reduction of retail space, product discontinuances or otherwise, exceed the anticipated level of expenses, (b) difficulties, delays or the inability to develop our organizational capability, (c) our inability to drive our company to act globally, such as due to higher than anticipated levels of investment required to support and build our brands globally and/or less than anticipated results from our regional and/or multi-national brands, (d) our inability to increase our operating profit and/or cash flow, such as due to less than anticipated sales growth or higher than anticipated operating expenses and/or (e) difficulties, delays, unanticipated costs or our inability to improve our capital structure. Factors other than those listed above could also cause the Company’s results to differ materially from expected results. Additionally, the business and financial materials and any other statement or disclosure on or made available through the Company’s websites or other websites referenced herein shall not be incorporated by reference into this release.

CONTACT:
Revlon, Inc.
Investor Relations:
Elise Garofalo, 212-527-5264
Senior Vice President, Treasurer and Investor Relations