EXHIBIT10.25

AMENDMENT NO.  2 TO SENIOR UNSECUREDSUPPLEMENTAL LINE OF CREDIT AGREEMENT

AMENDMENT NO.  2,dated as of January 28, 2004 (the"Amendment"), to the SENIORUNSECURED SUPPLEMENTAL LINE OF CREDIT AGREEMENT, dated as of February5, 2003 (the "Line of CreditAgreement"), between REVLON CONSUMER PRODUCTSCORPORATION (the "Borrower") andMACANDREWS & FORBES HOLDINGS INC. (the"Lender").

WHEREAS, theBorrower has requested, and the Lender has agreed, to extend thetermination date of the line of credit facility provided under the Lineof Credit Agreement.

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

1.    Definitions.  All termsused herein which are defined in the Line of Credit Agreement and nototherwise defined herein are used herein as defined therein.

2.    Amendment.

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

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

3.    Condition to Effectiveness. ThisAmendment shall become effective on and as of the date first writtenabove.

4.    Continued Effectiveness of the Line of CreditAgreement. Except as otherwise expressly provided herein, the Lineof Credit Agreement is, and shall continue to be, in full force andeffect and is hereby ratified and confirmed in all respects except thaton and after the date hereof  all references in the Line ofCredit Agreement to "this Agreement","hereto", "hereof","hereunder" or words of like import referringto the Line of Credit Agreement shall mean the Line of Credit Agreementas amended by this Amendment. The execution, delivery and effectivenessof this Amendment shall not operate as a waiver of any right, power orremedy of the Lender under the Line of Credit Agreement.

5.    Counterparts. This Amendment may be executed in anynumber of counterparts and by different parties hereto in separatecounterparts, each of which shall be deemed to be an original, but allof which taken together shall constitute one and the sameagreement.

6.    Headings. Section headings hereinare included for convenience of reference only and shall not constitutea 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 Stateof New York.

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IN WITNESS WHEREOF, the parties hereto havecaused this Amendment to be executed and delivered as of the date firstabove written.

|  | REVLON CONSUMER PRODUCTS CORPORATION |
|--|--------------------------------------|

|  |           |                                                                                                                                                                                                                |
|--|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | By:  | /s/ ROBERT K.KRETZMAN Name:  Robert K. Kretzman Title:   Executive Vice President and             Chief LegalOfficer |

|  | MACANDREWS & FORBES HOLDINGS INC. |
|--|---------------------------------------|

|  |           |                                                                                                                                                                                                                               |
|--|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | By:  | /s/ TODD J. SLOTKINName:  Todd J. SlotkinTitle:     Executive Vice President and              Chief FinancialOfficer |

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