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                                                                  Exhibit 10.74


                            RENAISSANCE COSMETICS, INC.
                                 635 MADISON AVENUE
                              NEW YORK, NEW YORK 10022


                              ________ __, 1998


[Name]
[Address]


Dear _____________:

     I am writing to confirm the action approved by the Renaissance 
Cosmetics, Inc. (the "Company") Board of Directors at its February 12, 1998 
meeting.

     The Company considers it essential to the best interests of its 
stockholders to foster the continuous employment of the key management 
personnel of the Company.  In this connection, the Board of Directors of the 
Company (the "Board") recognizes that your departure would be a detriment to 
the Company and its stockholders.

     On behalf of the Board, I am pleased to inform you that you have been 
selected by the Board as a key employee eligible to receive a retention 
bonus, as more fully described below

RETENTION BONUS:

     Subject to satisfaction of the terms and conditions set forth below, you 
will be eligible to receive a retention bonus in the amount of $____________ 
(the "Retention Bonus").

     You will be entitled to receive 50% of the Retention Bonus if you are 
employed by the Company as of ____________ __, 1998 (the "First Payment 
Date") or cease to be employed by the Company prior to the First Payment Date 
as a result of the Company's termination of your employment without Cause (as 
defined below) or due to your death or Disability (as defined below) (each a 
"Qualifying Termination").  If you cease to be employed prior to the First 
Payment Date other than as the result of a Qualifying Termination, you will 
not be entitled to receive any portion of the Retention Bonus.

     You will; be entitled to receive the remaining 50% of the Retention 
Bonus if you are employed by the Company as of  __________ __, 1998 (the 
"Second Payment Date") or cease to be employed by the Company prior to the 
Second Payment Date as a result of a Qualifying Termination.  

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If you cease to be employed prior to the Second Payment Date other than as 
the result of a Qualifying Termination, you will not be entitled to receive 
any portion of the Retention Bonus (other than any portion of the Retention 
Bonus which you may have become entitled to pursuant to the immediately 
preceding paragraph).

     To the extent a portion of the Retention Bonus becomes payable to you 
hereunder as of the First Payment Date, such portion of the Retention Bonus 
will be paid to you (or your estate, as the case may be) in a lump sum cash 
payment no later than 30 days following the First Payment Date.  To the 
extent a portion of the Retention Bonus becomes payable to you hereunder as 
of the Second Payment Date, such portion of the Retention Bonus will be paid 
to you (or your estate, as the case may be) in a lump sum cash payment no 
later than 30 days following the Second Payment Date.

     By way of example:

     1.   If you remain employed through the Second Payment Date, you will 
receive payment of your entire Retention Bonus, 50% within 30 days of the 
First Payment Date, and 50% within 30 days of the Second Payment Date.

     2.   If your employment is terminated by the Company in connection with 
a Qualifying Termination (i.e., without Cause or as a result of your death or 
Disability) prior to the Second Payment Date (whether or not prior to the 
First Payment Date), you will receive payment of your entire Retention Bonus, 
50% within 30 days of the First Payment Date, and 50% within 30 days of the 
Second Payment Date.

     3.   If you remain employed through the First Payment Date, and 
thereafter your employment is terminated other than as a result of a 
Qualifying Termination (e.g., you resign or are terminated for Cause) prior 
to the Second Payment Date, you will be entitled to receive 50% of the 
Retention Bonus payable within 30 days following the First Payment Date and 
will forfeit your entitlement to payment of the balance of the Retention 
Bonus.

CONFIDENTIALITY AGREEMENT:

     In consideration for your opportunity to receive a Retention Bonus, you 
hereby agree to be bound by the terms of the Confidentiality Agreement 
attached hereto as Exhibit I (the "Confidentiality Agreement"), which is 
hereby incorporated into this letter agreement by this reference.  Your 
entitlement to any payments hereunder is expressly conditioned upon your 
compliance with the terms of the Confidentiality Agreement.

DEFINED TERMS:

     For purposes of this letter agreement:

     "CAUSE" means (i) your substantial failure to satisfactorily perform 
your reasonably assigned duties to the Company or any of its affiliates 
(including, without limitation, your failure to use your 

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best efforts to assist in the structuring or consummation of any strategic 
alternative for the Company that the Board determines to pursue), which 
failure is not cured within ten days after your receipt of written notice 
from the Company describing such failure, (ii) dishonesty in the performance 
of your duties to the Company or its affiliates (iii) an act or acts on your 
part constituting a felony under the laws of the United States or any state 
thereof or crime involving moral turpitude, (iv) your material breach of the 
Confidentiality Agreement or any written policies or practices of the Company 
or its affiliates, or (v) any other willful or grossly negligent act or 
omission by you which is materially injurious to the financial condition or 
business reputation of the Company or any of its affiliates.  For such 
purposes, the term Company shall mean the Company or its successor, as the 
case may be.

     "DISABILITY" means "long term disability" as such term (or similar term) 
is defined in the Company's long-term disability policy as in effect from 
time to time, or if there should be no such policy or such term is not 
defined therein, your inability due to physical or mental incapacity, to 
substantially perform your duties to the Company for a period of six (6) 
consecutive months or for an aggregate of nine (9) months in any twenty-four 
(24) consecutive month period, as determined by the Company in good faith.

NO MITIGATION:

     Your entitlement to the payment of a Retention Bonus hereunder will  not 
be subject to mitigation.  Consequently, you will not be obligated to seek 
alternative employment in the event of your termination of employment with 
the Company or its affiliates (including any successor) and the amount of 
compensation paid or payable to you hereunder will not be reduced by any 
compensation paid or payable to you by any future employer.

MISCELLANEOUS

     This letter agreement shall be governed by the laws of the State of New 
York, without reference to the principles of conflict of laws and may be 
executed in counterparts, each of which shall constitute an original, but all 
of which taken together shall constitute one and the same agreement.

     Your rights to the payment of any Retention Bonus hereunder may not be 
assigned, transferred, pledged or otherwise alienated, other than by will or 
the laws of descent and distribution.

     Unless otherwise determined by the Board, any payments made hereunder 
shall not be taken into account in computing your salary or compensation for 
the purposes of determination any benefits or compensation under (i) any 
pension, retirement, life insurance or other benefit or compensatory plan of 
the Company or its affiliates or (ii) any agreement between the Company or 
its affiliates and you.

     The Company may withhold from any amounts payable hereunder such 
Federal, state or local taxes as shall be required to be withheld pursuant to 
any applicable law or regulation.

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     The terms of this letter agreement may not be amended or modified other 
than by a written agreement executed by the parties hereto or their 
respective successors and legal representatives.

     Kindly sign this letter agreement in the space indicated below at which 
time this letter agreement shall become a binding agreement between you and 
the Company enforceable in accordance with its terms.

                                       RENAISSANCE COSMETICS, INC.



                                       By:
                                          ----------------------------------
                                          [Name]
                                          [Title]


Accepted and Agreed to:

By:
   ----------------------------------

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                                      EXHIBIT 1

                              CONFIDENTIALITY AGREEMENT

     This Confidentiality Agreement is being entered in connection with, and 
shall be deemed to form a part of, the letter agreement dated as of __________ 
__, 1998 (the "Letter Agreement"), between Renaissance Cosmetics, Inc. (the 
"Company") and _________________ (the "Executive").  Capitalized terms used 
herein without definition have the meanings specified in the Letter Agreement.

     I.   Executive acknowledges and agrees that the Executive's work for the 
Company has brought him and will continue to bring him into close contact 
with many confidential affairs not readily available to the public.  
Accordingly, to preserve the value of the Company, the Executive covenants 
and agrees that:

          A.   CONFIDENTIAL INFORMATION.  During the term of Executive's 
employment by the Company or any of its affiliates and thereafter, Executive 
shall keep secret and retain in strictest confidence, and shall not use the 
for benefit of herself or others, or disclose to any person or entity, except 
as required in connection with the business and affairs of the Company, all 
confidential matters of the Company and its affiliates, including, without 
limitation, trade "know-how," trade secrets, consultant contracts, customer 
lists, subscription lists, details of consultant contracts, pricing policies, 
operational methods, marketing plans or strategies, product development 
techniques or plans, business acquisition, disposition or merger plans, new 
personnel acquisition plans, methods of manufacture, technical processes, 
designs and design projects, inventions and research projects and other 
business affairs of the Company and its affiliates learned by Executive 
heretofore or hereafter, and shall not disclose them to anyone outside of the 
Company and its affiliates, except (i) as required in the course of 
performing Executive's duties to the Company, (ii) with the Company's express 
written consent, (iii) if such information is or becomes generally known by 
the public other than as a result of a breach hereof or of a similar 
confidentiality agreement, or (iv) as required by law or judicial or 
administrative process.

          B.   RETENTION BONUS ARRANGEMENT/SIGNIFICANT TRANSACTION.  Without 
limiting the generality of the restrictions set forth in Paragraph A above, 
during the term of Executive's employment by the Company or any of its 
affiliates and thereafter, Executive shall keep secret and retain in 
strictest confidence, and shall not use for the benefit of herself or others, 
or disclose to any person or entity, except as required in connection with 
the business and affairs of the Company, the terms or conditions of the 
Letter Agreement (including, without limitations, the amount of the Retention 
Bonus provided thereunder) and any intention the Company may have or develop 
to consider or pursue a Significant Transaction or other corporate 
transaction and any information relating to any potential Significant 
Transaction or other corporate transaction, except (i) as required in the 
course of performing Executive's duties to the Company, (ii) with the 
Company's express written consent, (iii) if such information is or becomes 
generally known by the public other than as 

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a result of a breach hereof or of a similar confidentiality agreement, or 
(iv) as required by law or judicial or administrative process.

          C.   PROPERTY OF THE COMPANY.  All memoranda, notes, lists, records 
and other documents (and all copies thereof) made or compiled by Executive or 
made available to Executive concerning the business of the Company or any of 
its affiliates shall be the Company's property and shall be delivered to the 
Company promptly upon the termination of Executive's employment with the 
Company or any of its affiliates or at any other time on request.

     II.  RIGHTS AND REMEDIES UPON BREACH.  If Executive breaches, or 
threatens to commit a breach of, any of the provisions of this 
Confidentiality Agreement (the "Restrictive Covenants"), the Company shall 
have the following rights and remedies, each of which rights and remedies 
shall be independent of the other and severally enforceable, and all of which 
rights and remedies shall be in addition to, and not in lieu of, any other 
rights and remedies available to the Company under law or in equity.

          A.   SPECIFIC PERFORMANCE.  The right and remedy to have the 
Restrictive Covenants specifically enforced by any court having equity 
jurisdiction, it being acknowledged and agreed that any such breach or 
threatened breach will cause irreparable injury to the Company and that money 
damages will not provide an adequate remedy to the Company.

          B.   ACCOUNTING.  The right and remedy to require Executive to 
account for and pay over to the Company all compensation, profits, monies, 
accruals, increments or other benefits (collectively, "Benefits") derived or 
received by Executive as the result of any transactions constituting a breach 
of any of the Restrictive Covenants, and Executive shall account for and pay 
over such Benefits to the Company.

          C.   The right to discontinue the payment of any amounts owing 
under the Letter Agreement.

     III. SEVERABILITY OF COVENANTS.  If any court determines that any of the 
Restrictive Covenants, or any part thereof, is invalid or unenforceable, the 
remainder of the Restrictive Covenants shall not thereby be affected and 
shall be given full effect, without regard to the invalid portions.

     IV.  BLUE-PENCILLING.  If any court construes any of the Restrictive 
Covenants, or any part thereof, to be unenforceable because of the duration 
of such provision or the area covered thereby, such court shall have the 
power to reduce the duration or area of such provision and, in its reduced 
form, such provision shall then be enforceable and shall be enforced.

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