EXHIBIT10.31

SECOND AMENDMENT TO INVESTMENT AGREEMENT

THISSECOND AMENDMENT TO INVESTMENT AGREEMENT (this"Amendment") is made as of this 7thday of March 2005 by and between Revlon, Inc., a Delaware corporation(the "Company"), and MacAndrews& Forbes Holdings Inc. (formerly known as Mafco Holdings Inc.), aDelaware corporation (the"Investor").

W I T N E S S ET H:

WHEREAS**,**the parties have entered into anInvestment Agreement dated February 20, 2004, which agreement wasamended on March 24, 2004 (as amended, the "InvestmentAgreement");

WHEREAS, the parties havedetermined to provide for the acceleration of the timing of theInvestor's obligation to back-stop the Third Stage Offering toOctober 31, 2005 if certain conditions have been met; and

WHEREAS, the parties have determined to amend the InvestmentAgreement pursuant to Section 9.6 thereof, as provided herein.

NOW, THEREFORE, in consideration of the premises and the mutualcovenants and agreements contained in this Amendment, the partieshereto hereby agree as follows:

Section1.    Definitions. Capitalized terms used herein and notdefined shall have the meaning ascribed to such terms in the InvestmentAgreement.

Section 2.    Definitions in InvestmentAgreement. The following definition is added to Section 1 of theInvestment Agreement:

"CreditAgreement" means the Credit Agreement, dated as ofJuly 9, 2004, between RCPC and certain of its subsidiaries, the Lendersparty thereto, Citicorp USA, Inc., as Term Loan Administrative Agent,Citicorp USA, Inc., as Collateral Agent, UBS Securities LLC, asSyndication Agent, and Citigroup Global Markets Inc., as Sole LeadArranger and Sole Bookrunner.

Section 3.    Back-Stop ofthe Third Stage Rights Offering.

  3.1    Amendment to Section5.2.    Section 5.2 of the Investment Agreement is herebydeleted in its entirety and amended and restated by replacing suchsection with the following:

"5.2Back-stop of the Third Stage Offerings. In the event that theThird Stage Offering Amount exceeds $0, the Investor will, by March 31,2006, purchase shares of Class A Common Stock for an aggregate amountof cash (such aggregate purchase price, the "ThirdStage Back-Stop Amount") which will, uponcontribution by the Company to RCPC as a capital contribution or topurchase capital stock, permit RCPC to reduce RCPC'sindebtedness, other than revolving indebtedness unless there is acorresponding commitment reduction, in an aggregate principal amountequal to the Third Stage Offering Amount. The Investor may satisfy itsobligations by making an investment in Class A Common Stock in anamount equal to the Third Stage Back-Stop Amount pursuant to anytransaction approved by the Board of Directors, which may include arights offering;

provided, however, that in the eventthat (i) RCPC has not consummated, on or before October 31, 2005, the8 1/8% Senior Notes Redemption (as such term isdefined in the Credit Agreement), and (ii) the Company consummates anyThird Stage Offering at any time on or prior to October 31, 2005, theInvestor will, on October 31, 2005, purchase shares of Class A CommonStock for an aggregate amount of cash equal to the Third StageBack-Stop Amount, which will, upon contribution by the Company to RCPCas a capital contribution or to purchase capital stock and uponsatisfaction by the Company of Section 5.3 of this Agreement, permitRCPC to reduce RCPC's indebtedness, other than revolvingindebtedness unless there is a corresponding commitment reduction, inan aggregate principal amount equal to the Third Stage OfferingAmount."

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  3.2    NoOther Effect.    For the avoidance of doubt, this Amendmentshall not (i) affect the Company's obligations in the InvestmentAgreement, including with respect to the Third Stage Offerings, (ii)reduce the Third Stage Offering Amount (which is currently$109,661,000), (iii) affect Section 5.4 of the Investment Agreement, or(iv) except as set forth above, affect the Investor's obligationsto purchase shares of Class A Common Stock for an aggregate amount ofcash equal to the Third Stage Back-Stop Amount."

Section 4.    Miscellaneous.

  4.1    Ratification of InvestmentAgreement.    As modified hereby, the Investment Agreement andits terms and provisions are hereby ratified and confirmed for allpurposes and in all respects.

  4.2    Counterparts.    ThisAmendment may be executed in two or more counterparts, which may be byfacsimile, each of which will be deemed an original but all of whichtogether will constitute one and the same instrument. All suchcounterparts will be deemed an original, will be construed together andwill constitute one and the same instrument.

  4.3    Headings.    The headingsin this Amendment are for reference purposes only and will not in anyway affect the meaning or interpretation of this Amendment.

[Execution Page Follows]

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IN WITNESS WHEREOF, the parties have dulyexecuted this Amendment as of the date first above written.

|  | REVLON, INC. |
|--|--------------|

|  |           |                                                                                                                                                                                                                              |
|--|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | By:  | /s/ ROBERT K.KRETZMAN Name:  Robert K. KretzmanTitle:     Executive Vice President,              Chief LegalOfficer |

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

|  |           |                                                                                                                                                                                                                               |
|--|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | By:  | /s/ TODD J. SLOTKINName:  Todd J. Slotkin Title:     ExecutiveVice President and              Chief FinancialOfficer |

Acknowledged and Agreed pursuant to Section9.10 of the Investment Agreement:

FidelityManagement & Research Co.

/s/ NATE VANDUZER                

AuthorizedSignature

Nate Van Duzer, Director, Restructuring andGeneral Counsel

(Type or Print Name andTitle of Authorized Signatory)

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