REVLON, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS —(Continued)
(dollars in millions, except per share data)

mass-market color cosmetics category during 2003 and the first quarter of 2004 was softer than expected. Despite this softness in the U.S. mass-market color cosmetics category, based upon the Company's belief that its continued implementation of its plan is proving effective, the Company intends to continue to support its plan. To help fund the costs and expenses of the continued implementation of the Company's plan, in July 2003, MacAndrews Holdings agreed to make available to Products Corporation in 2003 the full $65 under the Mafco $65 million line of credit, $25 of which was scheduled to become available on January 1, 2004. Additionally, MacAndrews & Forbes has provided Products Corporation with the 2004 Mafco $125 million term loan, which is on terms that are substantially the same as the Mafco $100 million term loan (the latter of which was fully converted into equity in connection with the Revlon Exchange Transactions). As of May 3, 2004, Products Corporation had drawn $270.0 under the Credit Agreement, none of the Mafco $65 million line of credit and none of the 2004 Mafco $125 million term loan. (See Note 10 to the Unaudited Consolidated Condensed Financial Statements for important information concerning the Mafco $100 million term loan, Mafco $65 million line of credit and the 2004 Mafco $125 million term loan). The Credit Agreement, the Mafco $65 million line of credit and the 2004 Mafco $125 million term loan are intended to continue to help fund the continued implementation of, and refinement to, the Company's plan and to decrease the risk that would otherwise exist if the Company were to fail to meet its debt and ongoing obligations as they become due in 2004 and 2005. However, there can be no assurance that such funds will be sufficient to meet the Company's cash requirements on a consolidated basis. If the Company's anticipated level of revenue growth is not achieved because, for example, of decreased consumer spending in response to weak economic conditions or weakness in the cosmetics category, increased competition from the Company's competitors or the Company's marketing plans are not as successful as anticipated, or if the Company's expenses associated with the continued implementation of, and refinement to, the Company's plan exceed the anticipated level of expenses, the Company's current sources of funds may be insufficient to meet the Company's cash requirements. Additionally, in the event of a decrease in demand for Products Corporation's products or reduced sales or lack of increases in demand and sales as a result of the continued implementation of, and refinement to, the Company's plan, such development, if significant, could reduce Products Corporation's operating revenues and could adversely affect Products Corporation's ability to achieve certain financial covenants under the Credit Agreement and in such event the Company could be required to take measures, including reducing discretionary spending. If the Company is unable to satisfy such cash requirements from these sources, the Company could be required to adopt one or more alternatives, such as delaying the implementation of or revising aspects of its plan, reducing or delaying purchases of wall displays or advertising or promotional expenses, reducing or delaying capital spending, delaying, reducing or revising restructuring programs, restructuring indebtedness, selling assets or operations, seeking additional capital contributions or loans from MacAndrews & Forbes, the Company's other affiliates and/or third parties, selling additional equity or debt securities of Revlon, Inc. or reducing other discretionary spending. The Company will have substantial debt maturing in 2005, which will require refinancing, consisting of $309.9 (assuming the maximum amount is borrowed) under the Credit Agreement and $363.0 of 12% Senior Secured Notes, as well as any amounts borrowed under the Mafco $65 million line of credit and the 2004 Mafco $125 million term loan. (See Note 10 to the Unaudited Consolidated Condensed Financial Statements for important information concerning recent amendments to the Credit Agreement). (See Note 12 to the Unaudited Consolidated Condensed Financial Statements).

Products Corporation's EBITDA, as defined in the Credit Agreement, was approximately $144.4 for the four quarters ended December 31, 2003. As a result, Products Corporation would not have been in compliance with the Credit Agreement's EBITDA and leverage ratio covenants, had they been in effect at that time. The Company expects that Products Corporation will need to seek a further amendment to the Credit Agreement or a waiver of the EBITDA and leverage ratio covenants under the Credit Agreement prior to the expiration of the existing waiver on January 31, 2005 because the Company does not expect that its operating results, including after giving effect to various actions under the Company's

29

REVLON, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS —(Continued)
(dollars in millions, except per share data)

plan, will allow Products Corporation to satisfy those covenants for the four consecutive fiscal quarters ending December 31, 2004. The minimum EBITDA required to be maintained by Products Corporation under the Credit Agreement was $230 for each of the four consecutive fiscal quarters ending on December 31, 2003 (which covenant was waived through January 31, 2004 and thereafter eliminated for the four quarters ending March 31, 2004, June 30, 2004 and September 30, 2004) and $250 for any four consecutive fiscal quarters ending December 31, 2004 and thereafter (which covenant was waived through January 31, 2005). The leverage ratio covenant under the Credit Agreement will permit a maximum ratio of 1.10:1.00 for any four consecutive fiscal quarters ending on or after December 31, 2003 (which limit was eliminated for the four quarters ending March 31, 2004, June 30, 2004 and September 30, 2004 and waived through January 31, 2005 for the four fiscal quarters ending December 31, 2004). In addition, after giving effect to the January 2004 Bank Amendment, the Credit Agreement also contains a $20 minimum liquidity covenant. While the Company expects that Products Corporation's bank lenders will consent to such amendment or waiver, there can be no assurance that they will or that they will do so on terms that are favorable to the Company. If the Company is unable to obtain such amendment or waiver, it could be required to refinance the Credit Agreement or repay it with proceeds from the sale of assets or operations, or additional capital contributions and/or loans from MacAndrews & Forbes, the Company's other affiliates and/or third parties or the sale of additional equity or debt securities of Revlon, Inc. In the event that Products Corporation is unable obtain such a waiver or amendment and Products Corporation were not able to refinance or repay the Credit Agreement, Products Corporation's inability to meet the financial covenants for the four consecutive fiscal quarters ending December 31, 2004 would constitute an event of default under Products Corporation's Credit Agreement, which would permit the bank lenders to accelerate the Credit Agreement, which in turn would constitute an event of default under the indentures governing Products Corporation's 12% Senior Secured Notes, 9% Senior Notes, 8 1/8% Senior Notes and 8 5/8% Senior Subordinated Notes if the amount accelerated exceeds $25.0 and such default remains uncured within 10 days of notice from the trustee under the applicable indenture. Further, the lenders under Products Corporation's Credit Agreement could proceed against the collateral securing indebtedness under the Credit Agreement. If these lenders were to foreclose upon this collateral, which includes the capital stock of Products Corporation, the value of Revlon, Inc.'s Common Stock would be substantially diminished or eliminated. (See "The 2004 Debt Reduction Transactions" above and Note 12 to the Unaudited Consolidated Condensed Financial Statements).

There can be no assurance that the Company would be able to complete the 2004 Refinancing Transactions or would be able to take any of the actions referred to in the preceding two paragraphs because of a variety of commercial or market factors or constraints in the Company's debt instruments, including, for example, Products Corporation's inability to reach agreement with its bank lenders on refinancing terms that are acceptable to the Company before the waiver of its financial covenants expires on January 31, 2005, market conditions being unfavorable for an equity or debt offering, or that the transactions may not be permitted under the terms of the Company's various debt instruments then in effect, because of restrictions on the incurrence of debt, incurrence of liens, asset dispositions and related party transactions. In addition, such actions, if taken, may not enable the Company to satisfy its cash requirements if the actions do not generate a sufficient amount of additional capital.

Revlon, Inc., as a holding company, will be dependent on the earnings and cash flow of, and dividends and distributions from, Products Corporation to pay its expenses and to pay any cash dividend or distribution on Revlon, Inc.'s Class A Common Stock that may be authorized by the Board of Directors of Revlon, Inc. The terms of the Credit Agreement, the Mafco $65 million line of credit, the 2004 Mafco $125 million term loan, the 12% Senior Secured Notes, the 8 5/8% Senior Subordinated Notes, the 8 1/8% Senior Notes and the 9% Senior Notes generally restrict Products Corporation from paying dividends or making distributions, except that Products Corporation is permitted to pay dividends and make distributions to Revlon, Inc., among other things, to enable Revlon, Inc. to pay expenses incidental to

30

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REVLON, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS —(Continued)
(dollars in millions, except per share data)

being a public holding company, including, among other things, professional fees such as legal and accounting fees, regulatory fees such as Commission filing fees and other miscellaneous expenses related to being a public holding company and, subject to certain limitations, to pay dividends or make distributions in certain circumstances to finance the purchase by Revlon, Inc. of its Class A Common Stock in connection with the delivery of such Class A Common Stock to grantees under the Revlon, Inc. Stock Plan.

As a result of the closing of the Revlon Exchange Transactions, as of the end of the day on March 25, 2004, Revlon Inc., Products Corporation and its U.S. subsidiaries were no longer included in the Mafco Group for federal income tax purposes. The Code and the Treasury regulations issued thereunder govern both the calculation of the amount and allocation to the members of the Mafco Group of any CNOLs that will be available to offset the Company's taxable income and the taxable income of its U.S. subsidiaries for the taxable years beginning after March 25, 2004. It is impossible to estimate accurately the amount of CNOLs that will be allocated to the Company as of December 31, 2004 because various factors could increase or decrease or eliminate these amounts. These factors include, but are not limited to, the amount and nature of the income, gains or losses that the other members of the Mafco Group recognize in the 2004 taxable year because any CNOLs are, pursuant to Treasury regulations, used to offset the taxable income of the Mafco Group for the entire consolidated return year ending December 31, 2004. Only the amount of any CNOLs that the Mafco Group does not absorb by December 31, 2004 will be available to be allocated to the Company and its U.S. subsidiaries for the Company's taxable years beginning on March 26, 2004. Subject to the foregoing, it is currently estimated that the Company would have approximately $330 in U.S. federal net operating losses and nil for alternative minimum tax losses available to the Company as of March 25, 2004. Any losses that the Company and its U.S. subsidiaries may generate after March 25, 2004 will be available to the Company for its use and its U.S. subsidiaries' use and will not be available for the use of the Mafco Group. Following the closing of the Revlon Exchange Transactions, Revlon, Inc. became the parent of a new consolidated group for federal income tax purposes and Products Corporation's federal taxable income and loss will be included in such group's consolidated tax returns. Accordingly, Revlon, Inc. and Products Corporation entered into a new tax sharing agreement pursuant to which Products Corporation will be required to pay to Revlon, Inc. amounts equal to the taxes that Products Corporation would otherwise have had to pay if Products Corporation were to file separate federal, state or local income tax returns, limited to the amount, and payable only at such times, as Revlon, Inc. will be required to make payments to the applicable taxing authorities.

As a result of dealing with suppliers and vendors in a number of foreign countries, Products Corporation enters into foreign currency forward exchange contracts and option contracts from time to time to hedge certain cash flows denominated in foreign currencies. There were foreign currency forward exchange contracts with a notional amount of $60.8 outstanding at March 31, 2004. The fair value of foreign currency forward exchange contracts outstanding at March 31, 2004 was $(0.4).

31

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REVLON, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS —(Continued)
(dollars in millions, except per share data)

Disclosures about Contractual Obligations and Commercial Commitments

There have been no material changes (with the exception of the elimination of approximately $804 in debt in conjunction with the Revlon Exchange Transactions) outside the ordinary course of the Company's business to the Company's total contractual cash obligations which are set forth in the table included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003. (See Note 10 to the Unaudited Consolidated Condensed Financial Statements). The following table reflects the materially reduced long-term debt obligations after the Revlon Exchange Transactions:

Payments Due by Period (dollars in millions)

Contractual Obligations As of March 31, 2004

Total

Less than 1 year

1-3 years

4-5 years

After 5 years

Long-term Debt

$

1,103.6

Nil

$

776.6

$

327.0

Nil

Off-Balance Sheet Transactions

The Company does not maintain any off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Effect of Proposed Accounting Standard

In April 2003, the FASB announced it will require all companies to expense the fair value of employee equity-based awards. The FASB issued an exposure draft in the first quarter of 2004 that could become effective in 2005. Until a new statement is issued, the provisions of APB Opinion No. 25 and SFAS No. 123 will remain in effect. The Company will evaluate the impact of any new statement regarding employee equity-based awards when a new statement is issued.

32

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REVLON, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS —(Continued)
(dollars in millions, except per share data)

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

The Company has exposure to market risk both as a result of changing interest rates and movements in foreign currency exchange rates. The Company's policy is to manage market risk through a combination of fixed and floating rate debt, the use of derivative financial instruments and foreign exchange forward and option contracts. The Company does not hold or issue financial instruments for trading purposes. The qualitative and quantitative information presented in Item 7A of the Company's Annual Report on Form 10-K for the year ended December 31, 2003 ("Item 7A") describes significant aspects of the Company's financial instrument programs that have material market risk as of December 31, 2003. The following table presents the information required by Item 7A as of March 31, 2004:

				Expected maturity date for the year ended December 31,																								Total				Fair Value March 31, 2004
				2004				2005				2006				2007				2008				Thereafter
				(dollars in millions)
Debt
Short-term variable rate (various currencies)				$	29.8																							$	29.8			$	29.8
Average interest rate (a)					3.4	%
Long-term fixed rate – third party ($US)								$	357.1			$	191.7							$	327.0								875.8				870.7
Average interest rate									12.0	%			8.5	%							8.6	%
Long-term variable rate – third party ($US)									224.4	*																			224.4				224.4
Average interest rate (a)									6.7	%
Long-term variable rate – third party (various currencies)									3.4	*																			3.4				3.4
Average interest rate (a)									9.5	%
Total debt				$	29.8			$	584.9			$	191.7			$	—			$	327.0			$	—			$	1,133.4			$	1,128.3

Forward Contracts				Average Contractual Rate $/FC												Original US Dollar Notional Amount				Contract Value March 31, 2004				Fair Value March 31, 2004
Sell Hong Kong Dollars/Buy USD					0.1287											$	0.2			$	0.2			$	—
Buy Euros/Sell USD					1.2152												4.1				4.1				—
Sell British Pounds/Buy USD					1.7999												6.4				6.4				—
Sell Australian Dollars/Buy USD					0.7531												12.6				12.7				0.1
Sell Canadian Dollars/Buy USD					0.7515												20.0				19.8				(0.2	)
Sell South African Rand/Buy USD					0.1431												6.9				6.5				(0.4	)
Buy Australian Dollars/Sell New Zealand Dollars					1.1219												4.9				5.0				0.1
Buy British Pounds/Sell Euros					0.6737												5.7				5.7				—
Total forward contracts																$	60.8			$	60.4			$	(0.4	)

(a)	Weighted average variable rates are based upon implied forward rates from the yield curves at March 31, 2004.

*	Represents Products Corporation's Credit Agreement which matures in May 2005.

Item 4.    Controls and Procedures

(a)    Disclosure Controls and Procedures. The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the fiscal period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of

33

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REVLON, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS —(Continued)
(dollars in millions, except per share data)

the end of such period, the Company's disclosure controls and procedures are effective in recording, processing, summarizing and reporting information required to be disclosed by the Company in the reports it files or submits under the Exchange Act within the time periods specified in the Commission's rules and forms.

(b)    Internal Control Over Financial Reporting. There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Forward-Looking Statements

This Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, as well as other public documents and statements of the Company, contain forward-looking statements that involve risks and uncertainties. The Company's actual results may differ materially from those discussed in such forward-looking statements. Such statements include, without limitation, the Company's expectations and estimates (whether qualitative or quantitative) as to:

(i)

the Company's plans to update its retail presence and improve the marketing effectiveness of its retail wall displays by installing newly-reconfigured wall displays and reconfiguring existing wall displays at its retail customers (and its estimates of the costs of such wall displays, the effects of such plans on the accelerated amortization of existing wall displays and the estimated amount of such amortization);

(ii)	the Company's plans to increase its advertising and media spending and improve the effectiveness of its advertising;

(iii)	the Company's plans to introduce new products and further strengthen its new product development process;

(iv)	the Company's plans to streamline its product assortment and reconfigure product placement on its wall displays and selectively adjust prices on certain of its products;

(v)	the Company's plans to implement comprehensive programs to develop and train its employees;

(vi)	the Company's future financial performance, including the Company's belief that its plan is proving effective and that it has strengthened its organizational capability (and its expectation to do so in 2004) and that it has strengthened its relationships with its key retailers in the U.S.;

(vii)	the effect on sales of political and/or economic conditions, political uncertainties, military actions, terrorist activities, adverse currency fluctuations, competitive activities and category weakness;

(viii)	the charges and the cash costs resulting from implementing and refining the Company's plan and the timing of such costs, as well as the Company's expectations as to improved revenues and achieving profitability over the long term as a result of such phase of its plan and the Company's plans to continue to fund brand support;

(ix)	the Company's plans regarding the continued growth momentum and accelerated growth phase of its plan, with the objective of improving its operating profit margins;

(x)	the Company's plans to further improve the new product development and implementation process;

(xi)	the Company's plans to continue to increase the effectiveness and reduce the cost of its display walls;

34

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REVLON, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS —(Continued)
(dollars in millions, except per share data)

(xii)	the Company's plans to drive efficiencies across its overall supply chain, including reducing manufactory costs by streamlining components and sourcing strategically;

(xiii)	the Company's plans to optimize the effectiveness of its marketing and promotions and merchandiser coverage;

(xiv)	restructuring activities, restructuring costs, the timing of restructuring payments and annual savings and other benefits from such activities;

(xv)

operating revenues, cash on hand and availability of borrowings under the Mafco $65 million line of credit, the 2004 Mafco $125 million term loan, Products Corporation's Credit Agreement and other permitted lines of credit being sufficient to satisfy the Company's cash requirements in 2004, and the availability of funds from Products Corporation's Credit Agreement, the Mafco $65 million line of credit, the 2004 Mafco $125 million term loan and other permitted lines of credit, restructuring indebtedness, selling assets or operations, capital contributions and/or loans from MacAndrews & Forbes, the Company's other affiliates and/or third parties and/or the sale of additional equity or debt securities of Revlon, Inc.;

(xvi)

the Company's uses of funds, including amounts required for the payment of operating expenses, including expenses in connection with the continued implementation of, and refinement to, the Company's plan, such as the purchase and reconfiguration of wall displays and increases in advertising and media, capital expenditure requirements, including charges and costs in connection with the ERP System, payments in connection with the Company's restructuring programs and debt service payments, and its estimates of operating expenses, working capital expenses, wall display costs, capital expenditures, restructuring costs and debt service payments (including payments required under Products Corporation's debt instruments);

(xvii)	matters concerning the Company's market-risk sensitive instruments;

(xviii)	the effects of the Company's adoption of certain accounting principles;

(xix)	Products Corporation obtaining a further waiver or amendment of various provisions of its Credit Agreement, including the EBITDA and leverage ratio covenants, or refinancing or repaying such debt before January 31, 2005 in the event such waiver or amendment is not obtained;

(xx)	the Company's plan to refinance certain of Products Corporation's debt and the amounts and timing of such transactions and the estimated impact of such transactions on the Company's financial performance; and

(xxi)	the Company's plan to efficiently manage its cash and working capital, including, among other things, by carefully managing and reducing inventory levels, centralizing purchasing to secure discounts and efficiencies in procurement, and providing additional discounts to U.S. customers for more timely payment of receivables and carefully managing accounts payable.

Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as "believes," "expects," "estimates," "projects," "forecast," "may," "will," "should," "seeks," "plans," "scheduled to," "anticipates" or "intends" or the negative of those terms, or other variations of those terms or comparable language, or by discussions of strategy or intentions. 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 statements, whether as a result of new information, future events or otherwise. Investors are advised, however, to consult any additional disclosures the

35

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REVLON, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS —(Continued)
(dollars in millions, except per share data)

Company makes in its Quarterly Reports on Form 10-Q filed in 2004 and Current Reports on Form 8-K filed with the Commission in 2004 (which, among other places, can be found on the Commission's website at http://www.sec.gov, as well as on the Company's website at www.revloninc.com). The information available from time to time on such websites shall not be deemed incorporated by reference into this Quarterly Report on Form 10-Q. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. In addition to factors that may be described in the Company's filings with the Commission, including this filing, the following factors, among others, could cause the Company's actual results to differ materially from those expressed in any forward-looking statements made by the Company:

(i)	difficulties or delays or unanticipated costs associated with improving the marketing effectiveness of the Company's wall displays;

(ii)	difficulties or delays in, or unanticipated costs associated with, developing and/or presenting the Company's increased advertising programs and/or improving the effectiveness of its advertising;

(iii)	difficulties or delays in, or unanticipated costs associated with, developing and introducing new products or failure of the Company's customers to accept new product offerings and/or in further strengthening the Company's new product development process;

(iv)	difficulties or delays in, or unanticipated costs associated with, implementing the Company's plans to streamline its product assortment and reconfigure product placement on its wall displays and selectively adjust prices on certain of its products;

(v)	difficulties or delays in, or unanticipated costs associated with, implementing comprehensive programs to train the Company's employees;

(vi)

unanticipated circumstances or results affecting the Company's financial performance, including decreased consumer spending in response to weak economic conditions or weakness in the category, changes in consumer preferences, such as reduced consumer demand for the Company's color cosmetics and other current products, and actions by the Company's competitors, including business combinations, technological breakthroughs, new products offerings, promotional spending and marketing and promotional successes, including increases in market share;

(vii)	the effects of and changes in political and/or economic conditions, including inflation, monetary conditions, military actions and terrorist activities, and in trade, monetary, fiscal and tax policies in international markets;

(viii)	unanticipated costs or difficulties or delays in completing projects associated with the continued implementation of, and refinement to, the Company's plan or lower than expected revenues or inability to achieve profitability over the long term as a result of such plan;

(ix)	difficulties, delays or unanticipated costs in implementing the Company's plans regarding the accelerated growth phase of its plan, with the objective of improving its operating profit margins;

(x)	difficulties, delays or unanticipated costs in implementing the Company's plans to further improve the new product development and implementation process;

(xi)	difficulties, delays or unanticipated costs in implementing the Company's plans to continue to increase the effectiveness and reduce the cost of its display walls;

(xii)	difficulties, delays or unanticipated costs in implementing the Company's plans to drive efficiencies across its overall supply chain, including reducing manufactory costs by streamlining components and sourcing strategically;

36

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REVLON, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS —(Continued)
(dollars in millions, except per share data)

(xiii)	difficulties, delays or unanticipated costs in implementing the Company's plans to optimize the effectiveness of its marketing and promotions or merchandiser coverage;

(xiv)	difficulties, delays or unanticipated costs or less than expected savings and other benefits resulting from the Company's restructuring activities;

(xv)	lower than expected operating revenues, the inability to secure capital contributions or loans from MacAndrews & Forbes, the Company's other affiliates and/or third parties, or the unavailability of funds under Products Corporation's Credit Agreement, the Mafco $65 million line of credit, the 2004 Mafco $125 million term loan or other permitted lines of credit;

(xvi)	higher than expected operating expenses, sales returns, working capital expenses, wall display costs, capital expenditures, restructuring costs or debt service payments;

(xvii)	interest rate or foreign exchange rate changes affecting the Company and its market sensitive financial instruments;

(xviii)	unanticipated effects of the Company's adoption of certain new accounting standards;

(xix)	difficulties, delays or inability to obtain a further waiver or amendment of the EBITDA and leverage ratio covenants under the Credit Agreement or refinancing or repaying such debt on or before January 31, 2005 in the event such waiver or amendment is not obtained;

(xx)

difficulties, delays or the inability of the Company to refinance certain of Products Corporation's debt including the inability to issue equity or debt securities, including Revlon, Inc. Class A Common Stock, for cash or in exchange for indebtedness of Products Corporation and difficulties, delays or the inability of the Company to consummate the remaining Debt Reduction Transactions and to secure any required Board, stockholder, lender or regulatory approvals; and

(xxi)	difficulties, delays or the inability of the Company to efficiently manage its cash and working capital.

Factors other than those listed above could also cause the Company's results to differ materially from expected results. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.

Website Availability of Reports and Other Corporate Governance Information

In January 2004, the Company adopted a comprehensive corporate governance program, including Corporate Governance Guidelines for the Board, Board Guidelines for Assessing Director Independence and new charters for the Company's Audit and Compensation Committees. The Company maintains a corporate investor relations website, www.revloninc.com, where stockholders and other interested persons may review, among other things, the Company's corporate governance materials and certain SEC filings (such as the Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, annual reports, Section 16 reports reflecting certain changes in the stock ownership of Revlon, Inc.'s directors and Section 16 executive officers, and certain other documents filed with the Commission), each of which are generally available on such site on the same business day as the filing date with the Commission. In addition, under the section of the website entitled, "Corporate Governance," the Company posts the latest versions of its Corporate Governance Guidelines, Board Guidelines for Assessing Director Independence, charters for the Company's Audit Committee, Nominating Committee and Compensation Committee, as well as the Company's Code of Business Conduct, which includes the Company's Code of Ethics for Senior Financial Officers, each of which the Company will provide in print, without charge, upon written request to Robert K. Kretzman, Executive Vice President and Chief Legal Officer, Revlon, Inc., 237 Park Avenue, New York NY, 10017.

37

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REVLON, INC. AND SUBSIDIARIES

PART II — OTHER INFORMATION

Item 2.    Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities.

Changes in Securities

Immediately prior to the consummation of the Revlon Exchange Transactions, Revlon amended its certificate of incorporation to increase the number of authorized shares of Class A Common Stock from 350 million to 900 million and, accordingly, to increase the total number of authorized shares of capital stock from 570 million to 1,120 million. The availability of additional authorized shares of Class A Common Stock will provide Revlon with greater flexibility to issue Class A Common Stock for a variety of corporate purposes, without the delay and expense associated with convening a special stockholders' meeting. Any future issuance of additional authorized shares of Class A Common Stock could, among other things, dilute the earnings per share of the Class A Common Stock and the equity and voting rights of those stockholders holding Class A Common Stock at the time additional shares, if any, are issued.

Recent Sales of Unregistered Securities

As described above, on March 25, 2004, Revlon, Inc. consummated the Revlon Exchange Transactions. As a result of the consummation of these transactions, approximately $133.8 principal amount of the 8 1/8% Senior Notes, approximately $174.5 principal amount of the 9% Senior Notes and approximately $322.9 principal amount of the 8 5/8% Senior Subordinated Notes were exchanged for an aggregate of 224,133,372 shares of Class A Common Stock, including such shares issued in exchange for accrued interest on the Revlon Exchange Notes. This issuance was conducted pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").

MacAndrews & Forbes also exchanged approximately $109.7 of existing indebtedness (including principal and accrued interest) under the Mafco $100 million term loan for 43,860,730 shares of Class A Common Stock, approximately $38.9 of existing indebtedness (including principal and accrued interest) under the 2004 Mafco $125 million term loan for 15,579,882 shares of Class A Common Stock and approximately $24.1 of indebtedness under certain subordinated promissory notes payable to MacAndrews & Forbes for 7,226,176 shares of Class A Common Stock. REV Holdings exchanged all of Revlon, Inc.'s previously outstanding Series A Preferred Stock for 8,736,000 shares of Class A Common Stock and converted all of its shares of Revlon, Inc.'s previously outstanding Series B Preferred Stock into 433,333 shares of Class A Common Stock. This issuance of the 75,836,121 shares referred to in this paragraph, in the aggregate, was conducted pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The investors were all "accredited investors" as defined in Rule 501 of Regulation D. A Notice on Form D with respect to this issuance was timely filed with the Commission.

Item 4.    Submission of Matters to a Vote of Security Holders.

On March 3, 2004 Revlon, Inc. filed with the Commission a Schedule 14C Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended, notifying stockholders of record of Revlon, Inc. of an action taken by the written consent of Revlon, Inc.'s majority stockholders to authorize the following matters: (i) the issuance of a minimum of approximately 265 million and a maximum of approximately 486 million shares of Revlon, Inc.'s Class A Common Stock in connection with the Debt Reduction Transactions; (ii) an amendment to Revlon, Inc.'s certificate of incorporation to increase the number of authorized shares of Class A Common Stock from 350 million to 900 million; and (iii) an amendment to Revlon, Inc.'s certificate of incorporation to eliminate its shares of Series A Preferred Stock, which occurred upon Revlon, Inc.'s consummation of the Revlon Exchange Transactions. The written consent of Revlon, Inc.'s majority stockholders effecting the foregoing matters became effective on March 23, 2004 and the Revlon Exchange Transactions were consummated on March 25, 2004.

38

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REVLON, INC. AND SUBSIDIARIES

Item 6.    Exhibits and Reports on Form 8-K.

        (a)    Exhibits

3.1				Restated Certificate of Incorporation of Revlon, Inc. dated April 30, 2004. Filed herewith.
3.2				Amended and Restated By-laws of Revlon, Inc. dated as of March 22, 2004. Filed herewith.
10.27				Tax Sharing Agreement, dated as of March 26, 2004, by and among Revlon, Inc., Products Corporation and certain subsidiaries of Products Corporation (incorporated by reference to Exhibit 10.25 to the Quarterly Report on Form 10-Q of Products Corporation for the quarterly period ended March 31, 2004).
31.1				Section 302 CEO certification. Filed herewith.
31.2				Section 302 CFO certification. Filed herewith.
32.1				Section 906 CEO certification. Furnished herewith.
32.2				Section 906 CFO certification. Furnished herewith.

        (b)    Reports on Form 8-K

On January 29, 2004, the Company filed with the Commission a current report on Form 8-K disclosing under Item 5, "Other Events and Regulation FD Disclosure" a press release announcing the January 2004 amendment of Products Corporation's Credit Agreement which included copies of Products Corporation's Third Amendment and Second Waiver Agreement dated as of January 28, 2004 to its Credit Agreement and its $125 Million Senior Unsecured Multiple-Draw Term Loan Agreement dated as of January 28, 2004 with MacAndrews Holdings.

On February 12, 2004, the Company filed with the Commission a current report on Form 8-K disclosing under Item 12, "Results of Operations and Financial Condition" the Company's press release announcing its earnings for the fiscal quarter and fiscal year ended December 31, 2003.

On February 12, 2004, the Company filed with the Commission a current report on Form 8-K disclosing under Item 5, "Other Events and Regulation FD Disclosure" the Company's press release announcing its Debt Reduction Transactions and which included copies of certain related documents.

On February 18, 2004, the Company filed with the Commission a current report on Form 8-K disclosing under Item 9, "Regulation FD Disclosure" certain information that was previously non-public information.

On February 19, 2004, the Company filed with the Commission a current report on Form 8-K disclosing under Item 9, "Regulation FD Disclosure" certain material, non-public information provided to the public at an Investors Conference held by the Company on February 18, 2004, advance notice of which was publicly announced via a press release on February 12, 2004.

On February 23, 2004, the Company filed with the Commission a current report on Form 8-K disclosing under Item 5, "Other Events and Regulation FD Disclosure" the Amendment dated as of February 20, 2004 to the Support Agreement, dated as of February 11, 2004, between Revlon, Inc. and Mafco Holdings, the Amendment dated as of February 20, 2004, to the Support Agreement, dated as of February 11, 2004, between the Company and Fidelity, the Stockholders Agreement, dated as of February 20, 2004 between the Company and Fidelity and the Investment Agreement, dated as of February 20, 2004, between the Company and Mafco Holdings.

On February 24, 2004, the Company filed with the Commission a current report on Form 8-K disclosing under Item 9 "Regulation FD Disclosure" the Company's press release announcing the commencement of its offer to exchange any and all of Products Corporation's 8 1/8% Senior Notes, 9%

39

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REVLON, INC. AND SUBSIDIARIES

Senior Notes and 8 5/8% Senior Subordinated Notes (the "Notes Exchange Offers") pursuant to the Offering Circular dated February 20, 2004. A copy of such Offering Circular and certain ancillary documents were also attached thereto.

On March 23, 2004, the Company filed with the Commission a current report on Form 8-K disclosing under Item 5, "Other Events and Regulation FD Disclosure" a press release announcing the expiration and the results of the Notes Exchange Offers.

On March 26, 2004, the Company filed with the Commission a current report on Form 8-K disclosing under Item 5, "Other Events and Regulation FD Disclosure" a press release announcing, among other things, the consummation of the Revlon Exchange Transactions and certain ancillary transactions related thereto.

On April 19, 2004, the Company filed with the Commission a current report on Form 8-K disclosing under Item 9, "Regulation FD Disclosure" the Company's press release announcing the commencement by Products Corporation of cash tender offers to purchase any and all of Products Corporation's outstanding 12% Senior Secured Notes, 8 1/8% Senior Notes and 9% Senior Notes.

On April 29, 2004, the Company filed with the Commission a current report on Form 8-K disclosing under Item 5, "Other Events and Regulation FD Disclosure" a press release announcing Products Corporation's intent to conduct a private placement of $400 in aggregate principal amount of senior unsecured notes due 2011. The press release also announced that Products Corporation expected to enter into a new amended and restated credit agreement, to replace its existing Credit Agreement.

On April 29, 2004, the Company filed with the Commission a current report on Form 8-K disclosing under Item 12, "Results of Operation and Financial Condition" the Company's press release announcing its earnings for the fiscal quarter ended March 31, 2004.

On April 30, 2004, the Company filed with the Commission a current report on Form 8-K disclosing under Item 5, "Other Events and Regulation FD Disclosure" a press release announcing that approximately 97% of the total issued and outstanding principal amount of Products Corporation's 12% Senior Secured Notes had been tendered in connection with Products Corporation's tender offer and consent solicitation commenced on April 16, 2004 and announcing the termination of withdrawal rights and the extension of the period to receive the consent payment through May 14, 2004 at 5:00 p.m. EDT.

On May 3, 2004, the Company filed with the Commission a current report on Form 8-K disclosing under Item 9, "Regulation FD Disclosure" certain financial and other information that Products Corporation provided to certain institutions.

On May 3, 2004, the Company filed with the Commission a current report on Form 8-K disclosing under Item 9, "Regulation FD Disclosure" certain financial and other information provided by Products Corporation in connection with presentations being made to certain institutions by Products Corporation.

40

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REVLON, INC. AND SUBSIDIARIES

S I G N A T U R E S

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 17, 2004

REVLON, INC.
Registrant

By: /s/ Thomas E. McGuire				By: /s/ John F. Matsen, Jr.
Thomas E. McGuire				John F. Matsen, Jr.
Executive Vice President				Senior Vice President and
and Chief Financial Officer				Corporate Controller

41

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                                                                     Exhibit 3.1

                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  REVLON, INC.

         Revlon, Inc. (the "Corporation"), a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "GCL"), does
hereby certify as follows:

         (1) The present name of the Corporation is Revlon, Inc. The Corporation
was originally incorporated under the name "New Revlon, Inc." and its original
certificate of incorporation was filed with the office of the Secretary of State
of the State of Delaware on April 24, 1992 (as amended, supplemented and/or
restated to date, the "Certificate of Incorporation").

         (2) This Restated Certificate of Incorporation was duly adopted in
accordance with Section 245 of the GCL.

         (3) This Restated Certificate of Incorporation only restates and does
not further amend the provisions of the Certificate of Incorporation and there
is no discrepancy between those provisions and the provisions of this Restated
Certificate of Incorporation.

         (4) The text of the Certificate of Incorporation is restated in its
entirety as follows:

         FIRST : The name of the Corporation is REVLON, INC.

         SECOND : The address of the registered office of the Corporation in the
State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington,
County of New Castle. The name of its registered agent at that address is The
Prentice-Hall Corporation System, Inc.

         THIRD : The purpose of the Corporation is to engage in any lawful act
or activity for which a corporation may be organized under the GCL.

         FOURTH: Authorized Capital Stock. The Corporation is authorized to
issue 1,120,000,000 shares of capital stock, of which 900,000,000 shares shall
be shares of Class A Common Stock, $.01 par value ("Class A Common Stock"),
200,000,000 shares shall be shares of Class B Common Stock, $.01 par value
("Class B Common Stock" and, together with the Class A Common Stock, the "Common
Stock"), and 20,000,000 shares shall be shares of Preferred Stock, $.01 par
value ("Preferred Stock").

         (a) The powers, preferences and rights, and the qualifications,
limitations and restrictions of each class of the Common Stock are as follows:

         (1) Voting. At each annual or special meeting of stockholders, in the
case of any written consent of stockholders in lieu of a meeting and for all
other purposes, each holder of record of shares of Class A Common Stock on the
relevant record date shall be entitled to one (1) vote for each share of Class A
Common Stock standing in such person's name on the stock



transfer records of the Corporation, and each holder of record of Class B Common
Stock on the relevant record date shall be entitled to ten (10) votes for each
share of Class B Common Stock standing in such person's name on the stock
transfer records of the Corporation. Except as otherwise required by law, and
subject to the rights of holders of the Series A Preferred Stock, par value $.01
per share (the "Series A Preferred Stock"), of the Corporation or any other
series of Preferred Stock of the Corporation that may be issued from time to
time, the holders of shares of Class A Common Stock and of shares of Class B
Common Stock shall vote as a single class on all matters with respect to which a
vote of the stockholders of the Corporation is required under applicable law,
the Certificate of Incorporation of the Corporation, or the By-Laws of the
Corporation, or on which a vote of stockholders is otherwise duly called for by
the Corporation, including, but not limited to, the election of directors,
matters concerning the sale, lease or exchange of all or substantially all of
the property and assets of the Corporation, mergers or consolidations with
another entity or entities, dissolution of the Corporation and amendments to the
Certificate of Incorporation of the Corporation. Except as provided in this
Article FOURTH or by applicable law, whenever applicable law, the Certificate of
Incorporation of the Corporation or the By-Laws of the Corporation provide for
the necessity of an affirmative vote of the stockholders entitled to cast at
least a majority (or any other greater percentage) of the votes which all
stockholders are entitled to cast thereon, or a "majority (or any other greater
percentage) of the voting stock," or language of similar effect, any and all
such language shall mean that the holders of shares of Class A Common Stock and
the holders of shares of Class B Common Stock shall vote as one class and that a
majority (or any other greater percentage) consists of a majority (or such other
greater percentage) of the total number of votes entitled to be cast in
accordance with the provisions of this Article FOURTH.

         (i) Neither the holders of shares of Class A Common Stock nor the
holders of shares of Class B Common Stock shall have cumulative voting rights.

         (ii) The Corporation may, as a condition to counting the votes cast by
any holder of shares of Class B Common Stock at any annual or special meeting of
stockholders, in the case of any written consent of stockholders in lieu of a
meeting, or for any other purpose, require the furnishing of such affidavits or
other proof as it may reasonably request to establish that the shares of Class B
Common Stock held by such holder have not, by virtue of the provisions of
subparagraphs (b)(6) or (7) of this Article FOURTH, been converted into shares
of Class A Common Stock.

         (2) Dividends; Stock Splits. Subject to the rights of the holders of
shares of any series of Preferred Stock, and subject to any other provisions of
the Certificate of Incorporation of the Corporation, holders of shares of Class
A Common Stock and shares of Class B Common Stock shall be entitled to receive
such dividends and other distributions in cash, stock or property of the
Corporation as may be declared thereon by the Board of Directors of the
Corporation (hereinafter referred to as the "Board") from time to time out of
assets or funds of the Corporation legally available therefore. If at any time a
dividend or other distribution in cash or other property (other than dividends
or other distributions payable in shares of Common Stock or other voting
securities or options or warrants to purchase shares of Common Stock or other
voting securities or securities convertible into or exchangeable for

                                       2



shares of Common Stock or other voting securities) is paid on the shares of
Class A Common Stock or shares of Class B Common Stock, a like dividend or other
distribution in cash or other property shall also be paid on shares of Class B
Common Stock or shares of Class A Common Stock, as the case may be, in an equal
amount per share. If at any time a dividend or other distribution payable in
shares of Common Stock or options or warrants to purchase shares of Common Stock
or securities convertible into or exchangeable for shares of Common Stock is
paid on shares of Class A Common Stock or Class B Common Stock, a like dividend
or other distribution shall also be paid on shares of Class B Common Stock or
Class A Common Stock, as the case may be, in an equal amount per share; provided
that, for this purpose, if shares of Class A Common Stock or other voting
securities, or options or warrants to purchase shares of Class A Common Stock or
other voting securities or securities convertible into or exchangeable for
shares of Class A Common Stock or other voting securities, are paid on shares of
Class A Common Stock and shares of Class B Common Stock or voting securities
identical to the other securities paid on the shares of Class A Common Stock
(except that the voting securities paid on the Class B Common Stock may have ten
(10) times the number of votes per share as the other voting securities to be
received by the holders of the Class A Common Stock) or options or warrants to
purchase shares of Class B Common Stock or such other voting securities or
securities convertible into or exchangeable for shares of Class B Common Stock
or such other voting securities, are paid on shares of Class B Common Stock, in
an equal amount per share of Class A Common Stock and Class B Common Stock, such
dividend or other distribution shall be deemed to be a like dividend or other
distribution. In the case of any split, subdivision, combination or
reclassification of shares of Class A Common Stock or Class B Common Stock, the
shares of Class B Common Stock or Class A Common Stock, as the case may be,
shall also be split, subdivided, combined or reclassified so that the number of
shares of Class A Common Stock and Class B Common Stock outstanding immediately
following such split, subdivision, combination or reclassification shall bear
the same relationship to each other as did the number of shares of Class A
Common Stock and Class B Common Stock outstanding immediately prior to such
split, subdivision, combination or reclassification.

         (3) Liquidation, Dissolution, etc. In the event of any liquidation,
dissolution or winding up (either voluntary or involuntary) of the Corporation,
the holders of shares of Class A Common Stock and the holders of shares of Class
B Common Stock shall be entitled to receive the assets and funds of the
Corporation available for distribution, after payments to creditors and to the
holders of any Preferred Stock of the Corporation that may at the time be
outstanding, in proportion to the number of shares held by them, respectively,
without regard to class.

         (4) Mergers, etc. In the event of any corporate merger, consolidation,
purchase or acquisition of property or stock, or other reorganization in which
any consideration is to be received by the holders of shares of Class A Common
Stock or the holders of shares of Class B Common Stock, the holders of shares of
Class A Common Stock and the holders of shares of Class B Common Stock shall
receive the same consideration of a per share basis; provided that, if such
consideration shall consist in any part of voting securities (or of options or
warrants to purchase, or of securities convertible into or exchangeable for,
voting securities), the holders of shares of Class B Common Stock may receive,
on a per share basis, voting securities

                                       3



with ten (10) times the number of votes per share as those voting securities to
be received by the holders of shares of Class A Common Stock (or options or
warrants to purchase, or securities convertible into or exchangeable for, voting
securities with ten (10) times the number of votes per share as those voting
securities issuable upon exercise of the options or warrants to be received by
the holders of the shares of Class A Common Stock, or into which the convertible
or exchangeable securities to be received by the holders of the shares of Class
A Common Stock may be converted or exchanged).

         (5) No Preemptive or Subscription Rights. No holder of shares of Class
A Common Stock or Class B Common Stock shall be entitled to preemptive or
subscription rights.

         (6) Transfer Restriction; Change of Control of Holders. Except as
provided in subparagraph (b)(6)(iv) of this Article FOURTH, no person holding
record ownership of shares of Class B Common Stock (hereinafter called a "Class
B Holder") may transfer, and the Corporation shall not register the transfer of,
such shares of Class B Common Stock, except to a Permitted Transferee of such
Class B Holder. For the purposes hereof, a "Permitted Transferee" shall mean:

             (1) In the case of Class B Holder who is a natural person, such
Class B Holder's "Permitted Transferee" means (A) the present or former spouse
of such Class B Holder, a lineal descendant of such Class B Holder or any
ancestor of any such lineal descendant, or a lineal descendant of the present or
former spouse of such Class B Holder, or (B) the trustee of a trust (including a
voting trust) principally for the benefit of such Class B Holder and/or persons
who are Permitted Transferees of such Class B Holder; provided that such trust
may grant a general or special power of appointment to such Class B holder
and/or any persons who are Permitted Transferees of such Class B Holder, and may
permit trust assets to be used to pay taxes, legacies and other obligations of
the trust or the estate of such Class B Holder and/or any persons who are
Permitted Transferees of such Class B Holder, payable by reason of the death of
such Class B Holder and/or any persons who are Permitted Transferees of such
Class B Holder, and (C) the executor, administrator, guardian or personal
representative of the estate of such Class B Holder.

             (2) In the case of any Class B Holder, such Class B Holder's
"Permitted Transferee" means, in addition to any other Permitted Transferee
hereunder, (A) a corporation, limited liability company or partnership
controlled by such Class B Holder and/or persons who are Permitted Transferees
of such Class B Holder; provided that if control of such a corporation, limited
liability company or partnership (or of any survivor of a merger or
consolidation of such a corporation, limited liability company or partnership),
is acquired by any person who is not within such class of persons, each share of
Class B Common Stock then held by such corporation, limited liability company or
partnership, as the case may be, shall be deemed, without further act on the
part of the holder thereof or the Corporation, to be converted into one share of
Class A Common Stock, and stock certificates formerly representing each share of
Class B Common Stock shall thereupon and thereafter be deemed to represent such
number of shares of Class A Common Stock as equals the number of shares of Class
A Common Stock into

                                       4



which such shares of Class B Common Stock could be converted pursuant to the
terms hereof, and (B) the estate of a bankrupt or insolvent Class B Holder.

         (3) In the case of a Class B Holder which is a trustee pursuant to a
trust, such Class B Holder's "Permitted Transferee" means (A) the person who
contributed the shares of Class B Common Stock in question to such trust
(provided that there has been no change in control of such person other than to
a Permitted Transferee of such person), and (B) a Permitted Transferee of the
person (provided that there has been no change in control of such person other
than to a Permitted Transferee of such person) who contributed the shares of
Class B Common Stock in question to such trust.

         (4) In the case of a Class B Holder which is a corporation or limited
liability company, such Class B Holder's "Permitted Transferee" means any (A)
direct or indirect controlling stockholder of such corporation or member of such
limited liability company (but not any other stockholder of such corporation or
member of such limited liability company), and (B) any Permitted Transferee of
such controlling stockholder or member (as if such controlling stockholder or
member were a Class B Holder), and the survivor of any merger or consolidation
of such corporation or limited liability company; provided that, if control of
such a corporation or limited liability company (or of any survivor of a merger
or consolidation of such a corporation or limited liability company) is acquired
by any person who is not within such class of persons, whether as a result of a
merger or consolidation or otherwise, each share of Class B Common Stock then
held by such corporation or limited liability company shall be deemed, without
further act on the part of the holder thereof or the Corporation, to be
converted into one share of Class A Common Stock, and stock certificates
formerly representing such shares of Class B Common Stock shall thereupon and
thereafter be deemed to represent such number of shares of Class A Common Stock
as equals the number of shares of Class A Common Stock into which such shares of
Class B Common Stock could be converted pursuant to the terms hereof.

         (5) In the case of a Class B Holder which is a partnership, such Class
B Holder's "Permitted Transferee" means (A) any direct or indirect controlling
partner of such partnership (but not any other partner of such partnership), and
any Permitted Transferee of such controlling partner (as if such controlling
partner were a Class B Holder), and (B) the survivor of a merger or
consolidation of such partnership; provided that if control of such a
partnership (or of any survivor of a merger or consolidation of such a
partnership) is acquired by any person who is not within such class of persons,
whether as a result of a merger or consolidation or otherwise, each share of
Class B Common Stock then held by such partnership shall be deemed, without
further act on the part of the holder thereof or the Corporation, to be
converted into one share of Class A Common Stock, and stock certificates
formerly representing each share of Class B Common Stock shall thereupon and
thereafter be deemed to represent such number of shares of Class A Common Stock
as equals the number of shares of Class A Common Stock into which such shares of
Class B Common Stock could be converted pursuant to the terms hereof.

         (6) In the case of a Class B Holder which is the estate of a deceased
Class B

                                       5



Holder, or which is the estate of a bankrupt or insolvent Class B
Holder, such Class B Holder's "Permitted Transferee" means a Permitted
Transferee of such deceased, bankrupt or insolvent Class B Holder.

             (7) In the case of any Class B Holder, such Class B Holder's
"Permitted Transferee" means, without limitation of the foregoing, any direct or
indirect Permitted Transferee of a Permitted Transferee of such Class B Holder.

         (ii) Notwithstanding anything to the contrary set forth herein, but
subject to the provisions of subparagraph (b)(6)(iv) of this Article FOURTH, in
the event of any direct or indirect transfer of beneficial ownership of any
shares of Class B Common Stock which, had such transfer also been a transfer of
record ownership of such shares of Class B Common Stock, would not have been to
a Permitted Transferee, each share of Class B Common Stock transferred shall be
deemed, without further act on the part of the holder thereof or the
Corporation, to be converted into one share of Class A Common Stock, and stock
certificates formerly representing each share of Class B Common Stock shall
thereupon and thereafter be deemed to represent such number of shares of Class A
Common Stock as equals the number of shares of Class A Common Stock into which
such shares of Class B Common Stock could be converted pursuant to the terms
hereof.

         (iii) Notwithstanding anything to the contrary set forth herein, any
event which would result in the automatic conversion of shares of Class B Common
Stock into shares of Class A Common Stock shall not result in such conversion
if, after such event, the record holder of such shares of Class B Common Stock
is a corporation, limited liability company or partnership as to which, with
respect to the shares of Class B Common Stock held by such corporation, limited
liability company or partnership, any Permitted Transferee of the Class B Holder
prior to such event has, directly or indirectly, both investment power (which
includes the power to dispose, or direct the disposition of, such shares of
Class B Common Stock) and voting power (which includes the power to vote, or
direct the voting of, such shares of Class B Common Stock); provided that no
transaction or event intended to avoid the automatic conversion provision of
this subparagraph (b)(6) of Article FOURTH shall in any event be entitled to the
benefit of this subparagraph (b)(6)(iii) of Article FOURTH.

         (iv) Notwithstanding anything to the contrary set forth herein, any
Class B Holder may pledge such Class B Holder's shares of Class B Common Stock
to a pledgee pursuant to a bona fide pledge of such shares as collateral
security for any indebtedness or other obligation of any person; provided that,
even if such shares are registered in the name of the pledgee or its nominee
(which registration is hereby expressly permitted and shall not be considered a
transfer hereunder), such shares shall remain subject to the provisions of this
subparagraph (b)(6) of Article FOURTH. In the event that such pledged shares of
Class B Common Stock (the "Pledged Stock") are foreclosed upon, each share of
such Pledged Stock shall be deemed, without further act on the part of the
holder thereof or the Corporation, to be converted into one share of Class A
Common Stock, and stock certificates formerly representing one share of Class B
Common Stock shall thereupon and thereafter be deemed to represent such number
of shares of Class A Common Stock as equals the number of shares of Class A
Common Stock into which such shares of Class B Common Stock could be converted
pursuant to the



                                       6


terms hereof upon the earlier of (i) if the pledgor is contesting the
foreclosure on such shares of Pledged Stock, 30 days after the date on which the
foreclosure on such Pledged Stock becomes final and non-appealable or (ii) if
the pledgor is not contesting the foreclosure on such shares of Pledged Stock,
30 days after the date on which such Pledged Stock is foreclosed upon; provided
that the Pledged Stock shall not be automatically converted as provided in this
subparagraph (b)(6)(iv) of Article FOURTH hereof as a result of such foreclosure
if, prior to expiration of either such 30-day period, the Pledged Stock shall be
transferred by the pledgee or the purchaser in such foreclosure to a Class B
Holder or one or more Permitted Transferees of a Class B Holder.

         (v) Notwithstanding anything to the contrary herein, the Corporation
shall not register the transfer of any shares of Class B Common Stock, unless
the transferee and the transferor of such Class B Common Stock have furnished
such affidavits and other proof as the Corporation may reasonably request to
establish that such proposed transferee is a Permitted Transferee. In addition,
upon any purported transfer of shares of Class B Common Stock not permitted
hereunder, each share of Class B Common Stock purported to be so transferred
shall be deemed, without further act on the part of the holder thereof or the
Corporation, to be converted into one share of Class A Common Stock, and stock
certificates formerly representing one share of Class B Common Stock shall
thereupon and thereafter be deemed to represent such number of shares of Class A
Common Stock as equals the number of shares of Class A Common Stock into which
such shares of Class B Common Stock could be converted pursuant to the terms
hereof, and the Corporation shall register such shares of Class A Common Stock
in the name of the person to whom such shares of Class B Common Stock were
purported to be transferred.

         (vi) The Corporation shall include on the certificates for shares of
Class B Common Stock a legend referring to the restrictions on transfer and
registration of transfer imposed by this subparagraph (b)(6) of Article FOURTH.

         (7) Automatic Conversion. In the event the aggregate number of shares
of Class B Common Stock and Class A Common Stock held by the Class B Holder and
its Permitted Transferees at any time shall constitute less than ten percent
(10%) of the total number of shares of Common Stock issued and outstanding at
such time, then, without any further act on the part of the holder thereof or
the Corporation, each share of Class B Common Stock then issued and outstanding
shall be deemed to be converted into one share of Class A Common Stock, and
stock certificates formerly representing each share of Class B Common Stock
shall thereupon and thereafter be deemed to represent such number of shares of
Class A Common Stock as equals the number of shares of Class A Common Stock into
which such shares of Class B Common Stock could be converted pursuant to the
terms hereof. For purposes of the immediately preceding sentence, any shares of
Class A Common Stock and Class B Common Stock repurchased or otherwise acquired
by the Corporation and not subsequently sold or otherwise transferred by the
Corporation shall no longer be deemed "outstanding" from and after the date of
repurchase. Any event set forth in subparagraph (b)(6) or (7) of this Article
FOURTH pursuant to which shares of Class B Common Stock have been automatically



                                       7


converted into shares of Class A Common Stock are hereinafter referred to as an
"Event of Automatic Conversion."

         (i) Conversion pursuant to an Event of Automatic Conversion shall be
deemed to have been effected at the time the Event of Automatic Conversion
occurred (such time being the "Conversion Time"). The person entitled to receive
the shares of Class A Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder of such shares of Class A Common
Stock at and as of the Conversion Time, and the rights of such person as a
holder of shares of Class B Common Stock with respect to the shares of Class B
Common Stock that have been converted, shall cease and terminate at and as of
the Conversion Time.

         (8) Voluntary Conversion. Each share of Class B Common Stock shall be
convertible, at the option of its record holder, into one validly issued, fully
paid and non-assessable share of Class A Common Stock at any time. At the time
of a voluntary conversion, the record holder of shares of Class B Common Stock
shall deliver to the principal office of the Corporation or any transfer agent
for shares of the Class A Common Stock (i) the certificate or certificates
representing the shares of Class B Common Stock to be converted, duly endorsed
in blank or accompanied by proper instruments of transfer, and (ii) written
notice to the Corporation specifying the number of shares of Class B Common
Stock to be converted into shares of Class A Common Stock and stating the name
or names (with addresses) and denominations in which the certificate or
certificates representing the shares of Class A Common Stock issuable upon such
conversion are to be issued and including instructions for the delivery thereof.
Conversion shall be deemed to have been effected at the time when delivery is
made to the Corporation of both such written notice and the certificate or
certificates representing the shares of Class B Common Stock to be converted or
such later time as may be specified in such written notice, and as of such time
each person named in such written notice as the person to whom a certificate
representing shares of Class A Common Stock is to be issued shall be deemed to
be the holder of record of the number of shares of Class A Common Stock to be
evidenced by that certificate. Delivery of such certificates and such written
notice shall obligate the Corporation to issue such shares of Class A Common
Stock, and thereupon the Corporation or its transfer agent shall promptly issue
and deliver at such stated address to such record holder of shares of Class A
Common Stock a certificate or certificates representing the number of shares of
Class A Common Stock to which such record holder is entitled by reason of such
conversion, and shall cause such shares of Class A Common Stock to be registered
in the name of such record holder.

         (9) Unconverted Shares; Notice Required. In the event of the conversion
of less than all of the shares of Class B Common Stock evidenced by a
certificate surrendered to the Corporation in accordance with the procedures of
subparagraphs (b)(6), (7) or (8) of this Article FOURTH hereof, the Corporation
shall execute and deliver to or upon the written order of the holder of such
unconverted shares, without charge to such holder, a new certificate evidencing
the number of shares of Class B Common Stock not converted.

                                       8


         (10) Reservation. The Corporation hereby reserves and shall at all
times reserve and keep available, out of its authorized and unissued shares of
Class A Common Stock, for the purposes of effecting conversions, such number of
duly authorized shares of Class A Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding shares of Class B Common
Stock. The Corporation covenants that all of the shares of Class A Common Stock
so issuable shall, when so issued, be duly and validly issued, fully paid and
non-assessable, and free from liens and charges. The Corporation shall take all
action as may be necessary to ensure that all such shares of Class A Common
Stock may be so issued without violation of any applicable law or regulation, or
of any requirements of any national securities exchange upon which the shares of
Class A Common Stock are or may be listed, or of any inter-dealer quotation
system of a registered national securities association upon which the shares of
Class A Common Stock are or may be listed.

         (11) Power to Sell and Purchase Shares. Subject to applicable law, the
Corporation shall have the power to issue and sell all or any part of any shares
of any class of stock herein or hereafter authorized to such persons, and for
such consideration, as the Board shall from time to time, in its discretion,
determine, whether or not greater consideration could be received upon the issue
or sale of the same number of shares of another class, and as otherwise
permitted by law. The Corporation shall have the power to purchase any shares of
any class of stock herein or hereafter authorized from such persons, and for
such consideration, as the Board shall from time to time, in its discretion,
determine, whether or not less consideration could be paid upon the purchase of
the same number of shares of another class, and as otherwise permitted by law.

         (12) Rights Otherwise Identical. Except as expressly set forth herein,
the rights of the holders of Class A Common Stock and the rights of the holders
of Class B Common Stock shall be in all respects identical.

         (13) For purposes of this Article FOURTH:

         (i) The relationship of any person that is derived by or through legal
adoption shall be considered a natural one.

         (ii) Each joint owner of shares of Class B Common Stock shall be
considered a "Class B Holder" of such shares.

         (iii) A minor for whom shares of Class B Common Stock are held pursuant
to a Uniform Gifts to Minors Act or similar law shall be considered a "Class B
Holder" of such shares.

         (iv) The term "beneficial ownership" (including, with a correlative
meaning, the term "beneficially own") shall have the meaning assigned such term
in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended,
except that a person shall be deemed to have "beneficial ownership" of all
shares that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time.

                                       9


         (v) Unless otherwise specified, the term "person" means both natural
persons and legal entities.

         (vi) The term "transfer" means any direct or indirect transfer
(including, by sale, assignment, gift, bequest, appointment or otherwise), and
shall also include, with respect to any Class B Holder, any direct or indirect
change in control of such person.

         (vii) The term "control" (including with correlative meanings, the
terms "controlling, "controlled by" and "under common control with"), as applied
to any person, means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of that person or
entirety, whether through the ownership of voting securities, by contract or
otherwise.

         (b) Preferred Stock. The Board is expressly authorized to provide for
the issuance of all or any shares of the Preferred Stock in one or more classes
or series, and to fix for each such class or series such voting powers, full or
limited, or no voting powers, and such designations, preferences and relative,
participating, optional or other special rights and such qualifications,
limitations or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions adopted by the Board providing for the issuance of
such class or series, including, without limitation, the authority to provide
that any such class or series may be (i) subject to redemption at such time or
times and at such price or prices, (ii) entitled to receive dividends (which may
be cumulative or non-cumulative) at such rates, on such conditions, and at such
times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or any other series, (iii) entitled to
such rights upon the dissolution of, or upon any distribution of the assets of,
the Corporation; or (iv) convertible into, or exchangeable for, shares of any
other class or classes of stock, or of any other series of the same or any other
class or classes of stock, of the Corporation at such price or prices or at such
rates of exchange and with such adjustments; all as may be stated in such
resolution or resolutions.

         FIFTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

             (1) The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors.

             (2) The directors shall have concurrent power with the stockholders
to adopt, amend, or repeal the By-Laws of the Corporation.

             (3) The number of directors of the Corporation shall be as from
time to time fixed by, or in the manner provided in, the By-Laws of the
Corporation. Election of directors need not be by written ballot unless the
By-Laws so provide.

             (4) No director shall be personally liable to the Corporation or
any of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for



                                       10


liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the GCL or (iv) for any transaction from which the
director derived an improper personal benefit. Any repeal or modification of
this Article FIFTH by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification with respect to acts or omissions occurring
prior to such repeal or modification.

             (5) In addition to the powers and authority hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation, subject, nevertheless, to the provisions of the GCL,
this Certificate of Incorporation and any By-Laws adopted by the stockholders;
provided, however, that no By-Laws hereafter adopted by the stockholders shall
invalidate any prior act of the directors which would have been valid if such
By-Laws had not been adopted.

             (6) The Corporation shall not be governed by Section 203 of the
GCL.

         SIXTH: Meetings of stockholders may be held within or without the State
of Delaware, as the By-Laws may provide. The books of the Corporation may be
kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board or in the By-Laws of the Corporation.

         SEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed in this Certificate of Incorporation, the
By-Laws or the laws of the State of Delaware and all rights herein conferred
upon stockholders are granted subject to such reservation.

         IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be duly executed this 30th day of April, 2004.


                                 REVLON, INC.


                                 By  ROBERT K. KRETZMAN
                                     ----------------------------------------
                                     Name:  Robert K. Kretzman
                                     Title: Executive Vice President, General
                                     Counsel and Chief Legal Officer




                                       11

                                                 Exhibit 3.2




                              AMENDED AND RESTATED




                                     BY-LAWS




                                       OF




                                  REVLON, INC.



























Dated as of March 22, 2004





                                TABLE OF CONTENTS




ARTICLE I  OFFICES

    Section 1.  Registered Office.................................................................................1
    Section 2.  Other Offices.....................................................................................1

ARTICLE II  MEETINGS OF STOCKHOLDERS

    Section 1.  Place of Meetings.................................................................................1
    Section 2.  Annual Meetings...................................................................................1
    Section 3.  Nature of Business at Meetings of Stockholders....................................................2
    Section 4.  Special Meetings..................................................................................4
    Section 5.  Quorum ...........................................................................................4
    Section 6.  Proxies ..........................................................................................5
    Section 7.  Voting ...........................................................................................5
    Section 8.  Organization and Order of Business................................................................5
    Section 9.  Consent of Stockholders in Lieu of Meeting........................................................6
    Section 10. List of Stockholders Entitled to Vote.............................................................6
    Section 11. Stock Ledger......................................................................................7
    Section 12. Record Date.......................................................................................7
    Section 13. Inspectors of Election............................................................................8

ARTICLE III  DIRECTORS

    Section 1.  Number and Election of Directors..................................................................9
    Section 2.  Vacancies ........................................................................................9
    Section 3.  Duties and Powers.................................................................................9
    Section 4.  Organization......................................................................................9
    Section 5.  Resignations and Removals of Directors...........................................................10
    Section 6.  Meetings ........................................................................................10
    Section 7.  First Yearly Meeting.............................................................................11
    Section 8.  Quorum and Manner of Acting......................................................................11
    Section 9.  Action by Written Consent........................................................................11
    Section 10. Meetings by Means of Conference Telephone........................................................11
    Section 11. Compensation.....................................................................................12
    Section 12. Interested Directors.............................................................................12

ARTICLE IV COMMITTEES

    Section 1.  How Constituted and Powers.......................................................................13
    Section 2.  Executive Committee..............................................................................14
    Section 3.  Organization.....................................................................................14
    Section 4.  Meetings ........................................................................................14
    Section 5.  Quorum and Manner of Acting......................................................................14
    Section 6.  General .........................................................................................14



ARTICLE V  OFFICERS

    Section 1.  Officers   ......................................................................................15
    Section 2.  Term of Office and Qualifications................................................................15
    Section 3.  Subordinate Officers.............................................................................15
    Section 4.  Removal .........................................................................................15
    Section 5.  Resignations.....................................................................................15
    Section 6.  Vacancies .......................................................................................16
    Section 7.  Compensation.....................................................................................16
    Section 8.  Chairman of the Board of Directors...............................................................16
    Section 9.  President .......................................................................................17
    Section 10. Vice Presidents..................................................................................17
    Section 11. Treasurer .......................................................................................18
    Section 12. Controller ......................................................................................19
    Section 13. Secretary .......................................................................................20
    Section 14. Duties of Assistant Treasurers, Assistant Secretaries and Other Subordinate Officers ............21
    Section 15. Appointed Officers...............................................................................21

ARTICLE VI  CONTRACTS, VOTING OF STOCK HELD, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

    Section 1.  Execution of Contracts...........................................................................22
    Section 2.  Loans and Loan Guarantees........................................................................22
    Section 3.  Voting of Stock Held.............................................................................23
    Section 4.  Checks, Drafts, etc..............................................................................23
    Section 5.  Deposits   ......................................................................................24

ARTICLE VII  STOCK AND DIVIDENDS

    Section 1.  Form of Certificates.............................................................................24
    Section 2.  Signatures ......................................................................................25
    Section 3.  Lost, Destroyed, Stolen or Mutilated Certificates................................................25
    Section 4.  Transfers .......................................................................................25
    Section 5.  Transfer and Registry Agents.....................................................................26
    Section 6.  Beneficial Owners................................................................................26
    Section 7.  Dividends .......................................................................................26
    Section 8.  Limitations on Transfer..........................................................................27

ARTICLE VIII  NOTICES

    Section 1.  Notices .........................................................................................27
    Section 2.  Waivers of Notice................................................................................28

ARTICLE IX  BOOKS

    Section 1.  Books ...........................................................................................28
    Section 2.  Form of Books....................................................................................29




ARTICLE X  INDEMNIFICATION

    Section 1.  Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in
                  the Right of the Corporation...................................................................29
    Section 2.  Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the
                  Corporation....................................................................................30
    Section 3.  Authorization of Indemnification.................................................................30
    Section 4.  Good Faith Defined...............................................................................31
    Section 5.  Indemnification by a Court.......................................................................32
    Section 6.  Expenses Payable in Advance......................................................................32
    Section 7.  Nonexclusivity of Indemnification and Advancement of Expenses....................................33
    Section 8.  Insurance .......................................................................................33
    Section 9.  Certain Definitions..............................................................................33
    Section 10. Survival of Indemnification and Advancement of Expenses..........................................34
    Section 11. Limitation on Indemnification....................................................................34
    Section 12. Indemnification of Appointed Officers, Employees and Agents......................................35

ARTICLE XI  AMENDMENT OF BY-LAWS

    Section 1.  Amendment of By-Laws.............................................................................35
    Section 2.  Entire Board of Directors........................................................................35

ARTICLE XII  GENERAL PROVISIONS

    Section 1.  Seal ............................................................................................36
    Section 2.  Fiscal Year .....................................................................................36






                                     BY-LAWS

                            (as restated and amended)

                                       OF

                                  REVLON, INC.

                     (hereinafter called the "Corporation")


                                    ARTICLE I

                                     OFFICES

         Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

         Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at any place,
either within or without the State of Delaware as shall be designated from time
to time by the Board of Directors and stated in the notice of the meeting or in
a duly executed waiver of notice thereof.

         Section 2. Annual Meetings. The Annual Meetings of Stockholders shall
be held on such date and at such time as shall be designated from time to time
by the Board of Directors



and stated in the notice of the meeting, at which meetings the stockholders
shall elect a Board of Directors, and transact such other business as may
properly be brought before the meeting. Written notice of the Annual Meeting of
Stockholders stating the place, date and hour of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.

         Section 3. Nature of Business at Meetings of Stockholders. No business
may be transacted at an Annual Meeting of Stockholders, other than business that
is either (a) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors (or a duly authorized
committee thereof), (b) otherwise properly brought before the Annual Meeting, by
or at the direction of the Board of Directors (or any duly authorized committee
thereof) or (c) otherwise properly brought before the Annual Meeting by any
stockholder of the Corporation (i) who is a stockholder of record on the date of
the giving of the notice provided for in this Section 3 and on the record date
for the determination of stockholders entitled to vote at such Annual Meeting
and (ii) who complies with the notice procedures set forth in this Section 3.

         In addition to any other applicable requirements, for business to be
properly brought before an Annual Meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

         To be timely, a stockholder's notice to the Secretary must be delivered
to or mailed and received by the Secretary at the principal executive offices of
the Corporation not less than sixty (60) days nor more than ninety (90) days
prior to the anniversary date of the immediately preceding Annual Meeting of
stockholders; provided, however, that in the event that the Annual Meeting is



                                      -2-


called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the Annual Meeting was mailed or
such public disclosure of the date of the Annual Meeting was made, whichever
first occurs.

         To be in proper written form, a stockholder's notice to the Secretary
must set forth as to each matter such stockholder proposes to bring before such
Annual Meeting (i) a brief description of the business desired to be brought
before such Annual Meeting and the reasons for conducting such business at such
Annual Meeting, (ii) the name and record address of such stockholder, (iii) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by such stockholder, (iv) a description of
all arrangements or understandings between such stockholder and any other person
or persons (including their names) in connection with the proposal of such
business by such stockholder and any material interest of such stockholder in
such business and (v) a representation that such stockholder intends to appear
in person or by proxy at the Annual Meeting to bring such business before the
meeting.

         No business shall be conducted at the Annual Meeting of stockholders
except business brought before the Annual Meeting in accordance with the
procedures set forth in this Section 3; provided, however, that, once business
has been properly brought before the Annual Meeting in accordance with such
procedures, nothing in this Section 3 shall be deemed to preclude discussion by
any stockholder of any such business. If the Chairman of an Annual Meeting
determines that business was not properly brought before the Annual Meeting in
accordance with the foregoing



                                      -3-


procedures, the Chairman shall declare to the meeting that the business was not
properly brought before the meeting and such business shall not be transacted.

         Section 4. Special Meetings. Unless otherwise prescribed by law or by
the Certificate of Incorporation, Special Meetings of Stockholders, for any
purpose or purposes, may be called by either (i) the Board of Directors, (ii)
the Chairman of the Board of Directors, or (iii) the President. Such request
shall state the purpose or purposes of the proposed meeting. Written notice of a
Special Meeting of Stockholders stating the place, date and hour of the meeting
and the purpose or purposes for which the meeting is called shall be given not
less than ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting.

         Section 5. Quorum. Except as otherwise required by law or by the
Certificate of Incorporation, the holders of a majority in total number of votes
of the capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the Chairman of the meeting or the holders of a
majority in number of votes of the capital stock entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the meeting
of the time and place of the adjourned meeting, until a quorum shall be present
or represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed. If the adjournment is for more than thirty




                                      -4-


days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a written notice of the adjourned meeting shall be given to each
stockholder entitled to vote at the meeting not less than ten nor more than
sixty days before the date of the meeting.

         Section 6. Proxies. Any stockholder entitled to vote may do so in
person or by his proxy appointed by an instrument in writing subscribed by such
stockholder or by his attorney thereunto authorized, delivered to the Secretary
of the meeting; provided, however, that no proxy shall be voted or acted upon
after three years from its date, unless said proxy provides for a longer period.
All proxies must be filed with the Secretary of the Corporation at the beginning
of the meeting in order to be counted in any vote at the meeting.

         Section 7. Voting. At all meetings of the stockholders at which a
quorum is present, except as otherwise required by law, the Certificate of
Incorporation or these By-Laws, any question brought before any meeting of
stockholders shall be decided by the affirmative vote of the holders of a
majority of the total number of votes of the capital stock present in person or
represented by proxy and entitled to vote thereat voting as a single class. At
the Annual Meeting of Stockholders, or any Special Meeting of Stockholders at
which directors are to be elected, the directors shall be elected by a plurality
vote.

         Section 8. Organization and Order of Business. At every meeting of
stockholders, the Chairman of the Board of Directors or, in such person's
absence, the President, or in the absence of the two of them, such person as
shall have been designated by the Board of Directors or, if none, by the
Chairman of the Board of Directors, or, if none, by the President, shall act as
Chairman of the meeting. The Secretary or, in such person's absence, an
Assistant Secretary, shall act as Secretary of the meeting. The Chairman of the
meeting shall have the sole authority to prescribe the agenda and rules of order
for the conduct of any Annual or Special Meeting of Stockholders and to
determine all questions arising thereat relating to the order of business and
the



                                      -5-


conduct of the meeting, except as otherwise required by law. Unless otherwise
directed by the Chairman of the meeting, the vote at any meeting of the
stockholders need not be by written ballot. In case none of the officers above
designated to act as Secretary of the meeting shall be present, the Chairman of
the meeting or Secretary of the meeting shall be appointed by vote of a majority
of the total number of votes of the capital stock present in person or
represented by proxy and entitled to vote thereat.

         Section 9. Consent of Stockholders in Lieu of Meeting. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
In the event that the action which is consented to is such as would have
required the filing of a certificate under the General Corporation Law of the
State of Delaware ("DGCL") if such action had been voted on by stockholders at a
meeting thereof, the certificate filed shall state, in lieu of any statement
concerning any vote of stockholders, that written consent and written notice has
been given as provided in this Section 9.

         Section 10. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the



                                      -6-


examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder of the Corporation who is present.

         Section 11. Stock Ledger. The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 10 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

         Section 12. Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to express consent to corporate action
in writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors and which record
date: (1) in the case of determination of stockholders entitled to vote at any
meeting of stockholders or adjournment thereof, shall not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors; and (3) in the case of any other action, shall not be more than sixty
days prior to such other action. If no record date is fixed: (1) the record date
for determining stockholders entitled to notice of or to


                                      -7-


vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; (2) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting when no prior action of
the Board of Directors is required by law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation in accordance with applicable law, or if prior
action by the Board of Directors is required by law, shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action; and (3) the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

         Section 13. Inspectors of Election. The Corporation shall, in advance
of any meeting of stockholders, appoint one or more inspectors of elections to
act at the meeting and make a written report thereof. The Corporation may
designate one or more persons as alternate inspectors to replace any inspector
who fails to act. If no inspector or alternate is able to act at a meeting of
stockholders, the Chairman of the meeting shall appoint one or more inspectors
to act at the meeting. Unless otherwise required by law, inspectors may be
officers, employees or agents of the Corporation. Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his ability. The inspector shall take charge of the
polls and, when the vote is completed, shall make a certificate of the result of
the vote taken and of such other facts as may be required by law.


                                      -8-


                                   ARTICLE III

                                    DIRECTORS

         Section 1. Number and Election of Directors. The Board of Directors
shall consist of not less than three members, the exact number of which shall
from time to time be determined by resolution of the Board of Directors. Except
as provided in Section 2 of this Article, directors shall be elected by the
stockholders at the Annual Meetings of Stockholders, and each director so
elected shall hold office until his successor is duly elected and qualified, or
until his death, or until his earlier resignation or removal. Directors need not
be stockholders.

         Section 2. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, except that any vacancy resulting from the death,
resignation, removal or disqualification of a director elected by the holders of
any class or classes of the stock of the Corporation voting as a class, or from
an increase in the number of directors which such holders are entitled to elect,
may be filled by the affirmative vote of a majority of the directors elected by
such class or classes, or by a sole remaining director so elected, and each
director so chosen shall hold office until his successor is duly elected and
qualified or until his death, or until his earlier resignation or removal, or
disqualification.

         Section 3. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these By-Laws
required to be exercised or done by the stockholders.

         Section 4. Organization. At each meeting of the Board of Directors, the
Chairman of the Board of Directors, or, in his absence a director chosen by a
majority of the directors present, shall act as Chairman. The Secretary of the
Corporation shall act as Secretary at each meeting of



                                      -9-


the Board of Directors. In case the Secretary shall be absent from any meeting
of the Board of Directors, an Assistant Secretary shall perform the duties of
Secretary at such meeting; and in the absence from any such meeting of the
Secretary and all the Assistant Secretaries, the Chairman of the meeting may
appoint any person to act as Secretary of the meeting.

         Section 5. Resignations and Removals of Directors. Any director of the
Corporation may resign at any time, by giving written notice to the Chairman of
the Board of Directors, the President or the Secretary of the Corporation. Such
resignation shall take effect at the time therein specified or, if no time is
specified, immediately; and, unless otherwise specified in such notice, the
acceptance of such resignation shall not be necessary to make it effective.
Except as otherwise required by law, any director or the entire Board of
Directors may be removed, with or without cause, by the affirmative vote or
written consent of a majority in total voting power of the issued and
outstanding capital stock of the Corporation represented and entitled to vote in
the election of directors.

         Section 6. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held at such time
and at such place as may from time to time be determined by the Board of
Directors and, unless required by resolution of the Board of Directors, without
notice. Special meetings of the Board of Directors may be called by the Chairman
of the Board of Directors or a majority of directors then in office. Notice
thereof stating the place, date and hour of the meeting shall be given to each
director either by mail not less than forty-eight hours before the date of the
meeting; by telephone, telecopy or telegram on twenty-four hours notice; or on
such shorter notice as the person or persons calling such meeting may deem
necessary or appropriate in the circumstances.



                                      -10-


         Section 7. First Yearly Meeting. The Board of Directors shall meet for
the purpose of organization, the election of officers and the transaction of
other business, as soon as practicable after each Annual Meeting of
Stockholders, and no notice of such meeting to the existing or newly elected
directors shall be necessary in order to legally constitute the meeting,
provided a quorum is present. Such first meeting may be held at any other time
or place specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or in a waiver of notice thereof.

         Section 8. Quorum and Manner of Acting. Except as otherwise required by
law, the Certificate of Incorporation or these By-Laws, at all meetings of the
Board of Directors, a majority of the entire Board of Directors shall constitute
a quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors. If a quorum shall not be present at any meeting of the
Board of Directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting of the time
and place of the adjourned meeting, until a quorum shall be present.

         Section 9. Action by Written Consent. Unless otherwise required by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

         Section 10. Meetings by Means of Conference Telephone. Unless otherwise
required by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors or such committee by means of
a conference telephone or similar communications



                                      -11-


equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 10 shall
constitute presence in person at such meeting.

         Section 11. Compensation. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary, or such other emoluments, as the Board of Directors shall from time to
time determine. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Each
director who shall serve as a member or Chairman of special or standing
committee may be allowed like compensation for attending committee meetings.

         Section 12. Interested Directors. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers, are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his or their relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the



                                      -12-


Corporation as of the time it is authorized, approved or ratified, by the Board
of Directors, a committee thereof or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transaction.


                                   ARTICLE IV

                                   COMMITTEES


         Section 1. How Constituted and Powers. The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors, designate one
or more committees, each committee to consist of one or more of the directors of
the Corporation, except as otherwise provided in these By-Laws. The Board of
Directors may designate one or more directors as alternate members of any
committee who may replace any absent or disqualified member at any meeting of
any such committee. In the absence or disqualification of a member of a
committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act in the place of any absent or disqualified. Each
committee, to the extent permitted by law, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation as provided in the resolution establishing such
committee.

                                      -13-


         Section 2. Executive Committee. The Board of Directors may, but is not
required to, designate an Executive Committee, to consist of not less than three
members of the Board of Directors, which shall have and may exercise, to the
extent permitted by law, all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation, including, unless
otherwise specified by a resolution or resolutions of the Board of Directors,
the power and authority to declare dividends, to authorize the issuance of stock
and to adopt a certificate of ownership and merger pursuant to Section 253 of
the DGCL.

         Section 3. Organization. The Board of Directors or each such committee
may choose its Chairman and Secretary, and shall keep and record all its acts
and proceedings and report the same from time to time to the Board of Directors.

         Section 4. Meetings. Regular meetings of any such committee, of which
no notice shall be necessary, shall be held at such times and in such places as
shall be fixed by the committee or by the Board of Directors. Special meetings
of any such committee shall be held at the request of any member of the
committee.

         Section 5. Quorum and Manner of Acting. A majority of the members of
any such committee shall constitute a quorum for the transaction of business,
and the act of a majority of those present at any meeting at which a quorum is
present shall be the act of the committee.

         Section 6. General. The Board of Directors shall have the power at any
time to change the members of, fill vacancies in, and discharge or disband any
such committee, either with or without cause.




                                      -14-


                                    ARTICLE V

                                    OFFICERS

         Section 1. Officers. The Board of Directors shall elect a Chairman of
the Board of Directors, a President, one or more Vice Presidents, a Treasurer, a
Controller and a Secretary. The Board of Directors may designate one or more
Vice Presidents as Senior Executive Vice Presidents, Executive Vice Presidents
or Senior Vice Presidents, and may use such other descriptive words as it may
determine to designate the seniority or areas of special competence or
responsibility of the officers. Any two or more offices may be held by the same
person.

         Section 2. Term of Office and Qualifications. Each such officer shall
hold office until such officer's successor shall have been duly chosen and shall
qualify, or until such officer's death, resignation or removal in the manner
hereinafter provided. The Chairman of the Board of Directors shall be chosen
from among the directors, but no other officer need be a director. Each officer
shall have such functions or duties as are provided in these By-Laws, or as the
Board of Directors may from time to time determine.

         Section 3. Subordinate Officers. The Board of Directors may from time
to time elect such other officers or assistant officers as it may deem
necessary, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these By-Laws, or as the Board of
Directors may from time to time determine.

         Section 4. Removal. Any officer may be removed, either with or without
cause, by the Board of Directors, and any officer also may be removed in such
other manner as may be specified by the Board of Directors in the resolution or
resolutions electing such officer. Any officer may be suspended by the Chairman
of the Board of Directors either with or without cause.

         Section 5. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors, the Chairman of the Board of Directors
or the Secretary of the



                                      -15-


Corporation. Any such resignation shall take effect at the time therein
specified or if no time is specified, immediately; and, unless otherwise
specified in such notice, the acceptance of such resignation shall not be
necessary to make it effective.

         Section 6. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these By-Laws for the regular election to that office.

         Section 7. Compensation. Salaries or other compensation of the officers
may be fixed from time to time by the Board of Directors or any duly authorized
committee of directors and shall be so fixed by the Board of Directors or such
committee as to any officer serving the Corporation as a director. No officer
shall be prevented from receiving proper compensation for such officer's
services by reason of the fact that such officer is also a director of the
Corporation.

         Section 8. Chairman of the Board of Directors. The Chairman of the
Board of Directors, if present, shall preside at all meetings of the
stockholders and of the Board of Directors. The Chairman of the Board of
Directors may, with the Treasurer or the Secretary or an Assistant Treasurer or
an Assistant Secretary, sign certificates for stock of the Corporation. The
Chairman of the Board of Directors may enter into and execute in the name of the
Corporation deeds, mortgages, bonds, guarantees, contracts and other
instruments, except in cases where the making and execution thereof shall be
expressly restricted or delegated by the Board of Directors or by a duly
authorized committee of directors or by these By-Laws to some other officer or
agent of the Corporation, or shall be required by law otherwise to be made or
executed. In general, the Chairman of the Board of Directors shall have all
authority incident to the office of Chairman of the Board of Directors and shall
have such other authority and perform such other duties as may from time to time
be assigned by the Board of Directors or by any duly authorized committee of
directors.



                                      -16-


         Section 9. President. The President shall be the chief executive
officer of the Corporation and shall have general supervision of the business,
affairs and property of the Corporation and over its several officers, subject,
however, to the control of the Board of Directors. The President also shall be
the chief operating officer of the Corporation and, subject to the direction of
the Board of Directors, any duly authorized committee of directors, shall have
general supervision of the operations of the Corporation. The President may,
with the Treasurer or the Secretary or an Assistant Treasurer or an Assistant
Secretary, sign certificates for stock of the Corporation. The President may
enter into and execute in the name of the Corporation deeds, mortgages, bonds,
guarantees, contracts and other instruments, except in cases where the making
and execution thereof shall be expressly restricted or delegated by the Board of
Directors or by a duly authorized committee of directors, or by these By-Laws to
some other officer or agent of the Corporation, or shall be required by law
otherwise to be made or executed. The President shall have the power to fix the
compensation of elected officers whose compensation is not fixed by the Board of
Directors or a committee thereof in accordance with Section 7 of this Article V,
and also to engage, discharge, determine the duties and fix the compensation of
all employees and agents of the Corporation necessary or proper for the
transaction of the business of the Corporation. In general, the President shall
have all authority incident to the office of President and chief executive
officer and chief operating officer and shall have such other authority and
perform such other duties as may from time to time be assigned by the Board of
Directors or by any duly authorized committee of directors or by the Chairman of
the Board of Directors. The President shall, at the request or in the absence or
disability of the Chairman of the Board of Directors, perform the duties and
exercise the powers of such officer.

         Section 10. Vice Presidents. The Vice Presidents shall have supervision
over the operations of the Corporation within their respective areas of special
competence or responsibility


                                      -17-


and in accordance with policies, procedures and practices in effect from time to
time, subject, however, to the control of the Board of Directors, any duly
authorized committee of directors, the Chairman of the Board of Directors, the
President and any other officer to whom they report. They shall, within such
areas (in the order of their designation, or in the absence of such designation,
in the order of their seniority based on title or, in the case of officers of
equal title, in order of their tenure), at the request or in the absence or
disability of the Chairman of the Board of Directors, perform the duties and
exercise the powers of such officer and at the request or in the absence or
disability of the President, perform the duties and exercise the powers of such
officer and at the request or in the absence or disability of the President,
perform the duties and exercise the power of such officer. They may, with the
Treasurer or the Secretary or an Assistant Treasurer or an Assistant Secretary,
sign certificates for stock of the Corporation. They may enter into and execute
in the name of the Corporation deeds, mortgages, guarantees, bonds, contracts
and other instruments, except in cases where the making and execution thereof
shall be expressly restricted or otherwise delegated by these By-Laws or by the
Board of Directors, a duly authorized committee of directors, the Chairman of
the Board of Directors, the President or any other officer to whom they report,
or shall be required by law otherwise to be made or executed. In general, they
shall have all authority incident to their respective offices and shall have
such other authority and perform such other duties as may from time to time be
assigned to them by the Board of Directors, any duly authorized committee of
directors, the Chairman of the Board of Directors, the President or any other
officer to whom they report.

         Section 11. Treasurer. The Treasurer shall, if required by the Board of
Directors, the Chairman of the Board of Directors, the President or any other
officer to whom the Treasurer reports, give a bond for the faithful discharge of
duties, in such sum and with such sureties as may be so required. The Treasurer
shall have custody of, and be responsible for, all funds and securities



                                      -18-


of the Corporation; receive and give receipts for money due and payable to the
Corporation from any source whatsoever; deposit all such money in the name of
the Corporation in such banks, trust companies, or other depositories as shall
be selected in accordance with the provisions of Section 5 of Article VI of
these By-Laws; against proper vouchers, cause such funds to be disbursed by
check or draft on the authorized depositories of the Corporation signed in such
manner as shall be determined in accordance with the provisions of Section 4 of
Article VI of these By-Laws and be responsible for the accuracy of the amounts
of all funds so disbursed; regularly enter or cause to be entered in books to be
kept by the Treasurer or under the Treasurer's direction, full and adequate
accounts of all money received and paid by the Treasurer for the account of the
Corporation; have the right to require, from time to time, reports or statements
giving such information as the Treasurer may determine to be necessary or
desirable with respect to any and all financial transactions of the Corporation
from the officers and agents transacting the same; render to the Board of
Directors, any duly authorized committee of directors, the Chairman of the Board
of Directors, the President or any officer to whom the Treasurer reports,
whenever they or any of them, respectively, shall require the Treasurer so to
do, an account of the financial condition of the Corporation and of all
transactions of the Treasurer; exhibit at all reasonable times the books of
accounts and other records provided for herein to any of the directors of the
Corporation; and, in general, have all authority incident to the office of
Treasurer and such other authority and perform such other duties as from time to
time may be assigned by the Board of Directors, any duly authorized committee of
directors, the Chairman of the Board of Directors, the President or any other
officer to whom the Treasurer reports, and may sign with the Chairman of the
Board of Directors, the President or any Vice President, certificates for stock
of the Corporation.

         Section 12. Controller. The Controller shall be responsible for
preparing and maintaining reasonable and adequate books of account and other
accounting records of the assets,



                                      -19-


liabilities and transactions of the Corporation in accordance with generally
accepted accounting principles and procedures, shall see that reasonable and
adequate audits thereof are regularly made and that reasonable and adequate
systems of financial control are maintained, shall examine and certify the
financial accounts of the Corporation, shall prepare and render such budgets and
other financial reports as the Board of Directors, the Chairman of the Board of
Directors, the President or any other officer to whom the Controller reports may
require, and shall, in general, have all authority incident to the office of
Controller and such other authority and perform such other duties as from time
to time may be assigned by the Board of Directors, any duly authorized committee
of directors, the Chairman of the Board of Directors, the President or any other
officer to whom the Controller reports.

         Section 13. Secretary. The Secretary shall act as Secretary of all
meetings of the stockholders and of the Board of Directors of the Corporation;
shall keep the minutes thereof in the proper book or books to be provided for
that purpose; shall see that all notices required to be given by the Corporation
in connection with meetings of stockholders and of the Board of Directors are
duly given; may, with the Chairman of the Board of Directors, the President or
any Vice President, sign certificates for stock of the Corporation; shall be the
custodian of the seal of the Corporation and shall affix the seal or cause it or
a facsimile thereof to be affixed to all certificates for stock of the
Corporation and to all documents or instruments requiring the same, the
execution of which on behalf of the Corporation is duly authorized in accordance
with the provisions of these By-Laws; shall have charge of the stock records and
also of the other books, records and papers of the Corporation relating to its
organization and acts as a corporation, and shall see that the reports,
statements and other documents related thereto required by law are properly kept
and filed; and shall, in general, have all authority incident to the office of
Secretary and such other authority and perform such other duties as from time to
time may be assigned by the Board of Directors, any duly



                                      -20-


authorized committee of directors, the Chairman of the Board of Directors, the
President or any other officer to whom the Secretary reports.

         Section 14. Duties of Assistant Treasurers, Assistant Secretaries and
Other Subordinate Officers. The Assistant Treasurers shall, respectively, if
required by the Board of Directors, the Chairman of the Board of Directors, the
President or any other officer to whom they report, give bonds for the faithful
discharge of their duties in such sums and with such sureties as may be so
required. Assistant Treasurers and Assistant Secretaries may, with the Chairman
of the Board of Directors, the President or any Vice President, sign
certificates for stock of the Corporation. Subordinate officers shall have all
authority incident to their respective offices and such other authority and
perform such other duties as shall be assigned to them by the Board of
Directors, any duly authorized committee of directors, the Chairman of the Board
of Directors, the President or the officers to whom they report.

         Section 15. Appointed Officers. The Chairman of the Board of Directors
and the President may appoint or cause to be appointed, in accordance with the
policies and procedures established by them, such Presidents, Vice Presidents
and other officers of the Divisions, Groups and Staffs of the Corporation (each
an "Appointed Officer") as each of them shall determine to be necessary or
desirable in furtherance of the business and affairs of such Divisions, Groups
and Staffs, may designate such Vice Presidents as Senior Executive Vice
Presidents, Executive Vice Presidents or Senior Vice Presidents, and may use
such other descriptive words as each of them may determine to designate the
seniority or areas of special competence or responsibility of the Appointed
Officers appointed in accordance with this Section 15. Appointed Officers
appointed in accordance with this Section 15 shall not be deemed to be officers
as elsewhere referred to in this Article V or in Article X hereof but as between
themselves and the Corporation shall have such authority and perform such duties
in the management and operations of the Divisions, Groups and



                                      -21-


Staffs of the Corporation of which they are appointed officers as the officer
appointing them and the persons to whom they report may from time to time
determine. Such Appointed Officers shall have the authority as between
themselves and third parties to bind the Corporation solely to the extent of
their apparent authority based upon their titles and solely in relation to the
business affairs of the Divisions, Groups and Staffs of which they are appointed
officers.


                                   ARTICLE VI

                        CONTRACTS, VOTING OF STOCK HELD,
                       CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

         Section 1. Execution of Contracts. The Board of Directors or any duly
authorized committee of directors, except as these By-Laws otherwise require,
may authorize any officer other than or in addition to the officers authorized
by Article V of these By-Laws, including Appointed Officers, and any employee or
agent or agents, in the name and on behalf of the Corporation, to enter into and
execute any deed, mortgage, bond, guarantee, contract or other instrument, and
any such authority may be general or may be confined to specific instances or
otherwise limited.

         Section 2. Loans and Loan Guarantees. Any officer, employee or agent of
the Corporation thereunder authorized by the Board of Directors or by any duly
authorized committee of directors may effect in the name and on behalf of the
Corporation, loans or advances from, or guarantees of loans or advances to, any
bank, trust company or other institution or any firm, corporation or individual,
and for such loans and advances or guarantees may make, execute and deliver
promissory notes, bonds or other certificates or evidences of indebtedness or
guaranty of the Corporation, and may pledge or hypothecate or transfer any
securities or other property of the Corporation as security for any such loans,
advances or guarantees. Such authority conferred by the



                                      -22-


Board of Directors or any duly authorized committee of directors may be general
or may be confined to specific instances or otherwise limited.

         Section 3. Voting of Stock Held. The Chairman of the Board of Directors
and the President and, unless otherwise provided by resolution of the Board of
Directors or directed by the Chairman of the Board of Directors or the
President, the Secretary may from time to time personally or by an attorney or
attorneys or agent or agents of the Corporation, in the name and on behalf of
the Corporation, cast the votes which the Corporation may be entitled to cast as
a stockholder or otherwise in any other corporation, any of the stock or
securities of which may be held by the Corporation, at meetings of the holders
of the stock or other securities of such other corporations, or consent in
writing to any action by any such other corporation, and may instruct any person
or persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed on behalf of the Corporation
and under its corporate seal, or otherwise, such written proxies, consents,
waivers or other instruments as the Secretary may deem necessary or proper in
the premises; or may attend any meeting of the holders of stock or other
securities of any such other corporation and thereat vote or exercise any or all
other powers of the Corporation as the holder of such stock or other securities
of such other corporation.

         Section 4. Checks, Drafts, etc. All checks, drafts and other orders for
payment of money out of the funds of the Corporation and all notes and other
evidences of indebtedness of the Corporation shall be signed on behalf of the
Corporation by the Treasurer or an Assistant Treasurer or by any other officer,
employee or agent of the Corporation to whom such power may from time to time be
delegated by the Board of Directors or any duly authorized committee of
directors or by any officer, employee or agent of the Corporation to whom the
power of delegation may from time to time be granted by the Board of Directors
or any duly authorized committee of directors.



                                      -23-


         Section 5. Deposits. The funds of the Corporation not otherwise
employed shall be deposited from time to time to the order of the Corporation in
such banks, trust companies or other depositories as the Board of Directors or
any duly authorized committee of directors may from time to time select, or as
may be selected by any officer, employee or agent of the Corporation to whom
such power may from time to time be delegated by these By-Laws, the Board of
Directors or any duly authorized committee of directors.


                                   ARTICLE VII

                               STOCK AND DIVIDENDS

         Section 1. Form of Certificates. (a) Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the Chairman of the Board of Directors, the President or one
of the Vice Presidents and (ii) by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares owned by him in the Corporation.

             (b) If the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise required by Section 202 of the DGCL, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock, a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of



                                      -24-


stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

         Section 2. Signatures. Any or all signatures on the certificate may be
a facsimile. In case an officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, unless otherwise ordered by the Board of Directors, it may be issued by
the Corporation with the same effect as if he were such officer, transfer agent
or registrar at the date of issue.

         Section 3. Lost, Destroyed, Stolen or Mutilated Certificates. The Board
of Directors may direct a new certificate to be issued in place of any
certificate theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit or such other proof
satisfactory to the Board of Directors of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate, the Board of Directors may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate, or his legal representative, to advertise the
same in such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation and its transfer agents and registrars
with respect to the certificate alleged to have been lost, stolen or destroyed
or the issuance of such new certificate.

         Section 4. Transfers. Except as otherwise prescribed by law or the
Certificate of Incorporation, stock of the Corporation shall be transferable in
the manner prescribed in these By-Laws. Transfers of stock shall be made on the
books of the Corporation only by the person named in the certificate or by such
person's duly authorized attorney appointed by a power of attorney duly executed
and filed with the Secretary of the Corporation or a transfer agent of the



                                      -25-


Corporation, and upon surrender of the certificate or certificates for such
stock properly endorsed for transfer and payment of all necessary transfer
taxes; provided, however, that such surrender and endorsement or payment of
taxes shall not be required in any case in which the officers of the Corporation
shall determine to waive such requirement. Every certificate exchanged, returned
or surrendered to the Corporation shall be marked "Canceled," with the date of
cancellation, by the Secretary or an Assistant Secretary of the Corporation or
the transfer agent thereof. No transfer of stock shall be valid as against the
Corporation, its stockholders or creditors for any purpose until it shall have
been entered in the stock records of the Corporation by an entry showing from
and to whom transferred.

         Section 5. Transfer and Registry Agents. The Corporation may from time
to time maintain one or more transfer offices or agencies and registry offices
or agencies at such place or places as may be determined from time to time by
the Board of Directors.

         Section 6. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise required by
law.

         Section 7. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, in property, or in shares of the Corporation's
capital stock. Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the Board
of Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies,



                                      -26-


or for purchasing any of the shares of capital stock, warrants, rights, options,
bonds, debentures, notes, scrip or other securities or evidences of indebtedness
of the Corporation, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for any proper purpose, and the Board of
Directors may modify or abolish any such reserve.

         Section 8. Limitations on Transfer. A written restriction on the
transfer or registration of transfer of a security of the Corporation, if
permitted by Section 202 of the DGCL and noted conspicuously on the certificate
representing the security or, in the case of uncertificated shares, contained in
the notice sent pursuant to Section 151(f) of the DGCL, may be enforced against
the holder of the restricted security or any successor or transferee of the
holder including an executor, administrator, trustee, guardian or other
fiduciary entrusted with like responsibility for the person or estate of the
holder. Unless noted conspicuously on the certificate representing the security
or, in the case of uncertificated shares, contained in the notice sent pursuant
to Section 151(f) of the DGCL, a restriction, even though permitted by Section
202 of the DGCL, is ineffective except against a person with actual knowledge of
the restriction. A restriction on the transfer or registration of transfer of
securities of the Corporation may be imposed either by the Certificate of
Incorporation or by these By-Laws or by an agreement among any number of
security holders or among such holders and the Corporation. No restriction so
imposed shall be binding with respect to securities issued prior to the adoption
of the restriction unless the holders of the securities are parties to an
agreement or voted in favor of the restriction.


                                  ARTICLE VIII

                                     NOTICES

         Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these By-Laws to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder,


                                      -27-


at such person's address as it appears on the records of the Corporation, with
postage thereon prepaid, and such notice shall be deemed to be given at the time
when the same shall be deposited in the United States mail. Written notice may
also be given personally or by courier service, facsimile transmission,
telegram, telex or cable.

         Section 2. Waivers of Notice. (a) Whenever any notice is required by
law, the Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, a waiver thereof in writing,
signed, by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent to notice. Attendance
of a person at a meeting, present by person or represented by proxy, shall
constitute a waiver of notice of such meeting, except where the person attends
the meeting for the express purpose of objecting at the beginning of the meeting
to the transaction of any business because the meeting is not lawfully called or
convened.

         (b) Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors or members of a
committee of directors need be specified in any written waiver of notice unless
so required by law, the Certificate of Incorporation or these By-Laws.


                                   ARTICLE IX

                                      BOOKS

         Section 1. Books. The Corporation shall keep in accordance with
applicable law correct and adequate books and records of account and minutes of
proceedings of the stockholders, the Board of Directors and any committees of
the Board of Directors. The Corporation shall keep in accordance with applicable
law at the office designated in the Certificate of Incorporation or at



                                      -28-


the office of the transfer agent or registrar of the Corporation, a record
containing the names and addresses of all stockholders, the number and class of
shares held by each and the dates when they respectively became the owners of
record thereof.

         Section 2. Form of Books. Any books maintained by the Corporation,
including its stock ledger, books of account and minute books, may be kept on,
or be in the form of, electronic data storage, computer discs, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
written form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.


                                    ARTICLE X

                                 INDEMNIFICATION

         Section 1. Power to Indemnify in Actions, Suits or Proceedings other
Than Those by or in the Right of the Corporation. Subject to Section 3 of this
Article X, the Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that such person is or was a director or officer of the Corporation, or is
or was a director or officer of the Corporation serving at the request of the
Corporation as a director or officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity or
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action




                                      -29-


or proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that such person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.

         Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in
the Right of the Corporation. Subject to Section 3 of this Article X, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer of the Corporation, or is
or was a director or officer of the Corporation serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity or
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

         Section 3. Authorization of Indemnification. Any indemnification under
this Article X (unless ordered by a court) shall be made by the Corporation only
as authorized in the



                                      -30-


specific case upon a determination that indemnification of the director or
officer is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Section 1 or Section 2, and in each
case Section 11, of this Article X, as the case may be. Such determination shall
be made (i) by a majority vote of the directors who were not parties to such
action, suit or proceeding, even though less than a quorum, or (ii) if there are
no such directors, or if such directors so direct, by independent legal counsel
in a written opinion, or (iii) by the stockholders. To the extent, however, that
a director or officer of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding described above, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith, without the necessity of authorization in
the specific case.

         Section 4. Good Faith Defined. For purposes of any determination under
Section 3 of this Article X, a person shall be deemed to have acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, or, with respect to any criminal action
or proceeding, to have had no reasonable cause to believe such person's conduct
was unlawful, if such person's action is based on the records or books of
account of the Corporation or another enterprise, or on information supplied to
such person by the officers of the Corporation or another enterprise in the
course of their duties, or on the advice of legal counsel for the Corporation or
another enterprise or on information or records given or reports made to the
Corporation or another enterprise by an independent certified public accountant
or by an appraiser or other expert selected with reasonable care by the
Corporation or another enterprise. The term "another enterprise" as used in this
Section 4 shall mean any other corporation or any partnership, joint venture,
trust, employee benefit plan or other entity or enterprise of which such person
is or was serving at the request of the Corporation as a director, officer,
employee or agent. The



                                      -31-


provisions of this Section 4 shall not be deemed to be exclusive or to limit in
any way the circumstances in which a person may be deemed to have met the
applicable standard of conduct set forth in Sections 1 or 2, and in each case
Section 11, of this Article X, as the case may be.

         Section 5. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article X, and
notwithstanding the absence of any determination thereunder, any director or
officer may apply to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise permissible under Sections
1 and 2, and in each case Section 11, of this Article X. The basis of such
indemnification by a court shall be a determination by such court that
indemnification of the director or officer is proper in the circumstances
because such person has met the applicable standards of conduct set forth in
Sections 1 or 2, and in each case Section 11, of this Article X, as the case may
be. Neither a contrary determination in the specific case under Section 3 of
this Article X nor the absence of any determination thereunder shall be a
defense to such application or create a presumption that the director or officer
seeking indemnification has not met any applicable standard of conduct. Notice
of any application for indemnification pursuant to this Section 5 shall be given
to the Corporation promptly upon the filing of such application. If successful,
in whole or in part, the director or officer seeking indemnification shall also
be entitled to be paid the expense of prosecuting such application.

         Section 6. Expenses Payable in Advance. Expenses (including attorneys'
fees) incurred by a director or officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article X.



                                      -32-


         Section 7. Nonexclusivity of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by or granted
pursuant to this Article X shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any by-law, agreement, contract, vote of stockholders or disinterested
directors or pursuant to the direction (howsoever embodied) of any court of
competent jurisdiction or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such office, it
being the policy of the Corporation that indemnification of the persons
specified in Sections 1 and 2 of this Article X shall be made to the fullest
extent permitted by law. The provisions of this Article X shall not be deemed to
preclude the indemnification of any person who is not specified in Sections 1 or
2 of this Article X but whom the Corporation has the power or obligation to
indemnify under the provisions of the DGCL, or otherwise.

         Section 8. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other entity or enterprise against any liability asserted against such person
and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the Corporation would have the power or
the obligation to indemnify such person against such liability under the
provisions of this Article X.

         Section 9. Certain Definitions. For purposes of this Article X,
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or



                                      -33-


officers, so that any person who is or was a director or officer of such
constituent corporation, or is or was a director or officer of such constituent
corporation serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other entity or enterprise, shall stand
in the same position under the provisions of this Article X with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued. For
purposes of this Article X, references to "fines" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and references to
"serving at the request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation which imposes duties on,
or involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the Corporation"
as referred to in this Article X. For purposes of this Article X, the term
"officers" shall not include "Appointed Officers" as defined in Section 15 of
Article V.

         Section 10. Survival of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article X shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

         Section 11. Limitation on Indemnification. Notwithstanding anything
contained in this Article X to the contrary, except for proceedings to enforce
rights to indemnification (which shall be governed by Section 5 hereof), the
Corporation shall not be obligated to indemnify any director or officer in
connection with a proceeding (or part thereof) initiated by such person unless


                                      -34-


such proceeding (or part thereof) was authorized or consented to by the Board of
Directors of the Corporation.

         Section 12. Indemnification of Appointed Officers, Employees and
Agents. The Corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to Appointed Officers, employees and agents of the Corporation similar
to those conferred in this Article X to directors and officers of the
Corporation.


                                   ARTICLE XI

                              AMENDMENT OF BY-LAWS

         Section 1. Amendment of By-Laws. These By-Laws may be altered, amended
or repealed, in whole or in part, or new By-Laws may be adopted by the
stockholders or by the Board of Directors; provided, however, that notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such meeting of stockholders or Board of Directors as the case may
be. All such amendments must be approved by either the affirmative vote of the
holders of a majority in total number of votes of the outstanding capital stock
entitled to vote thereon or by a majority of the directors then in office.

         Section 2. Entire Board of Directors. As used in this Article XI and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies.

                                      -35-



                                   ARTICLE XII

                               GENERAL PROVISIONS

         Section 1. Seal. The Board of Directors shall approve a corporate seal
which shall be in the form of a circle and shall bear the name of the
Corporation, the year of its incorporation and the word "Delaware." The Seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

         Section 2. Fiscal Year. The fiscal year of the Corporation shall be
determined and may be changed by resolution of the Board of Directors, and
unless and until otherwise so determined, shall be the calendar year.



                                      -36-

                          REVLON, INC. AND SUBSIDIARIES

                                                                    EXHIBIT 31.1
                                 CERTIFICATIONS

I, Jack L. Stahl, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q (the "Report") of
          Revlon, Inc. (the "Registrant");

     2.   Based on my knowledge, this Report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this Report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this Report, fairly present in all material
          respects the financial condition, results of operations and cash flows
          of the Registrant as of, and for, the periods presented in this
          Report;

     4.   The Registrant's other certifying officer and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
          Registrant and have:

          (a) Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          Registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this Report is being prepared;

          (b) [Intentionally omitted per SEC's transition rules in SEC Release
          Nos. 33-8238 and 34-47986];

          (c) Evaluated the effectiveness of the Registrant's disclosure
          controls and procedures and presented in this Report our conclusions
          about the effectiveness of the disclosure controls and procedures, as
          of the end of the period covered by this Report based on such
          evaluation; and

          (d) Disclosed in this Report any change in the Registrant's internal
          control over financial reporting that occurred during the Registrant's
          most recent fiscal quarter (the Registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the Registrant's internal
          control over financial reporting; and

     5.   The Registrant's other certifying officer and I have disclosed, based
          on our most recent evaluation of internal control over financial
          reporting, to the Registrant's auditors and the audit committee of the
          Registrant's board of directors (or persons performing the equivalent
          functions):

          (a) All significant deficiencies and material weaknesses in the design
          or operation of internal control over financial reporting which are
          reasonably likely to adversely affect the Registrant's ability to
          record, process, summarize and report financial information; and

          (b) Any fraud, whether or not material, that involves management or
          other employees who have a significant role in the Registrant's
          internal control over financial reporting.

Date: May 17, 2004

/s/  Jack L. Stahl
- ------------------
Jack L. Stahl
President and Chief Executive Officer

                          REVLON, INC. AND SUBSIDIARIES

                                                                    EXHIBIT 31.2

                                 CERTIFICATIONS

I, Thomas E. McGuire, certify that:

     1.  I have reviewed this quarterly report on Form 10-Q (the "Report") of
         Revlon, Inc. (the "Registrant");

     2.  Based on my knowledge, this Report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this Report;

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this Report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the Registrant as of, and for, the periods presented in this Report;

     4.  The Registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         Registrant and have:

         (a) Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         Registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this Report is being prepared;

         (b) [Intentionally omitted per SEC's transition rules in SEC Release
         Nos. 33-8238 and 34-47986];

         (c) Evaluated the effectiveness of the Registrant's disclosure controls
         and procedures and presented in this Report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this Report based on such evaluation; and

         (d) Disclosed in this Report any change in the Registrant's internal
         control over financial reporting that occurred during the Registrant's
         most recent fiscal quarter (the Registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the Registrant's internal
         control over financial reporting; and

     5.  The Registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the Registrant's auditors and the audit committee of the
         Registrant's board of directors (or persons performing the equivalent
         functions):

         (a) All significant deficiencies and material weaknesses in the design
         or operation of internal control over financial reporting which are
         reasonably likely to adversely affect the Registrant's ability to
         record, process, summarize and report financial information; and

         (b) Any fraud, whether or not material, that involves management or
         other employees who have a significant role in the Registrant's
         internal control over financial reporting.

Date: May 17, 2004

/s/ Thomas E. McGuire
- ---------------------
Thomas E. McGuire
Executive Vice President and
Chief Financial Officer

                          REVLON, INC. AND SUBSIDIARIES

                                                                    EXHIBIT 32.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report on Form 10-Q of Revlon, Inc. (the
     "Company") for the period ended March 31, 2004, as filed with the
     Securities and Exchange Commission on the date hereof (the "Report"), I,
     Jack L. Stahl, Chief Executive Officer of the Company, hereby certify,
     pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
     the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

              (1) The Report fully complies with the requirements of Section
     13(a) or 15(d) of the Securities Exchange Act of 1934; and

              (2) The information contained in the Report fairly presents, in
     all material respects, the financial condition and results of operations of
     the Company.


     /s/  Jack L. Stahl
     ------------------
     Jack L. Stahl
     Chief Executive Officer
     May 17, 2004

                          REVLON, INC. AND SUBSIDIARIES

                                                                    EXHIBIT 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report on Form 10-Q of Revlon, Inc. (the
     "Company") for the period ended March 31, 2004, as filed with the
     Securities and Exchange Commission on the date hereof (the "Report"), I,
     Thomas E. McGuire, Chief Financial Officer of the Company, hereby certify,
     pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
     the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:


              (1) The Report fully complies with the requirements of Section
     13(a) or 15(d) of the Securities Exchange Act of 1934; and


              (2) The information contained in the Report fairly presents, in
     all material respects, the financial condition and results of operations of
     the Company.



     /s/  Thomas E. McGuire
     ----------------------
     Thomas E. McGuire
     Chief Financial Officer
     May 17, 2004