EXHIBIT
10.25

AMENDMENT NO.  2 TO
 SENIOR UNSECURED
SUPPLEMENTAL LINE OF CREDIT AGREEMENT

AMENDMENT NO.  2,
dated as of January 28, 2004 (the
"Amendment"), to the SENIOR
UNSECURED SUPPLEMENTAL LINE OF CREDIT AGREEMENT, dated as of February
5, 2003 (the "Line of Credit
Agreement"), between REVLON CONSUMER PRODUCTS
CORPORATION (the "Borrower") and
MACANDREWS & FORBES HOLDINGS INC. (the
"Lender").

WHEREAS, the
Borrower has requested, and the Lender has agreed, to extend the
termination date of the line of credit facility provided under the Line
of Credit Agreement.

NOW THEREFORE, in consideration of the
premises and the agreements herein, the Borrower hereby agrees with the
Lender as follows:

1.    Definitions.  All terms
used herein which are defined in the Line of Credit Agreement and not
otherwise defined herein are used herein as defined therein.

2.    Amendment.

(a)    The definition of
"Commitment " in Section 1.1 of the Line of
Credit Agreement is hereby amended by deleting the date
"December 31, 2004" in the fifth line thereof
and substituting the date "June 30, 2005" in
lieu thereof.

(b)    The definition of
"Termination Date" in Section 1.1 of the Line
of Credit Agreement is hereby amended by deleting the date
"December 31, 2004" in the first line thereof
and substituting the date "June 30, 2005" in
lieu thereof.

3.    Condition to Effectiveness. This
Amendment shall become effective on and as of the date first written
above.

4.    Continued Effectiveness of the Line of Credit
Agreement. Except as otherwise expressly provided herein, the Line
of Credit Agreement is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects except that
on and after the date hereof  all references in the Line of
Credit Agreement to "this Agreement",
"hereto", "hereof",
"hereunder" or words of like import referring
to the Line of Credit Agreement shall mean the Line of Credit Agreement
as amended by this Amendment. The execution, delivery and effectiveness
of this Amendment shall not operate as a waiver of any right, power or
remedy of the Lender under the Line of Credit Agreement.

5.    Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all
of which taken together shall constitute one and the same
agreement.

6.    Headings. Section headings herein
are included for convenience of reference only and shall not constitute
a part of this Amendment for any other purpose.

7.    Governing Law. This Amendment shall be governed by,
and construed and interpreted in accordance with, the laws of the State
of New York.

[This space left
intentionally blank]








IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be executed and delivered as of the date first
above written.


		REVLON CONSUMER PRODUCTS CORPORATION




			
		By: 	/s/ ROBERT K.
KRETZMAN

 Name:  Robert K. Kretzman
 Title:
   Executive Vice President and

             Chief Legal
Officer



		MACANDREWS & FORBES HOLDINGS INC.




			
		By: 	/s/ TODD J. SLOTKIN


Name:  Todd J. Slotkin

Title:     Executive Vice President and

              Chief Financial
Officer


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