August 31, 2009

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

Attn:		David L. Orlic, Esq. Attorney-Advisor Office of Mergers and Acquisitions

Ladies and Gentlemen:

     Reference is made to your letter dated August 21, 2009 (the “Comment Letter”) relating to the Schedule 13E-3/TO-I (the “Schedule 13E-3/TO”) filed by the Revlon, Inc. (“Revlon”) and MacAndrews & Forbes Holdings Inc. (“MacAndrews & Forbes”) on August 10, 2009, as amended (File No. 005-49483).

     Per your request, each of Revlon, MacAndrews & Forbes and Ronald O. Perelman acknowledges that:

•		it or he is responsible for the adequacy and accuracy of the disclosure in the filing;
•		staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
•		it or he may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.