Exhibit
10.34


THIRD AMENDMENT TO INVESTMENT
AGREEMENT


THIS AMENDMENT TO INVESTMENT
AGREEMENT (this "Amendment") is made as of
this 4th day of August 2005 by and between Revlon, Inc., a Delaware
corporation (the "Company"), and
MacAndrews & Forbes Holdings Inc. (formerly known as Mafco Holdings
Inc.), a Delaware corporation (the
"Investor").


W I T
N E S S E T H:

WHEREAS, the parties
have entered into an Investment Agreement dated February 20, 2004,
which agreement was amended on March 24, 2004 and March 7, 2005 (as
amended, the "Investment
Agreement");

WHEREAS, the
parties have determined to amend the Investment Agreement to (i)
provide that, in addition to the Investor's obligation to
back-stop any Third Stage Offerings, the Investor will back-stop
certain additional offerings by the Company in an aggregate amount of
up to $75 million, and (ii) make a technical amendment to the
Investor's existing back-stop obligation in relation to the Third
Stage Offerings; and

WHEREAS, all references to
the "Agreement" shall mean the Investment
Agreement and all amendments thereto, including, without limitation,
this Amendment.

NOW, THEREFORE, in consideration
of the premises and the mutual covenants and agreements contained in
this Amendment, the parties hereto hereby agree as follows:

Section 1.    Definitions.

(a)    Capitalized terms used herein and not
defined herein shall have the meaning ascribed to such terms in the
Investment Agreement.

(b)    The following
definitions are added to Section 1 of the Investment Agreement:

"Additional Offering
Amount" means $75 million less the aggregate proceeds
of all Additional Offerings.

"Additional
Offerings" means one or more offerings (which may be
rights offerings and/or issuances of Class A Common Stock in a public
offering or private placement or other exempt transactions either for
cash or in exchange for outstanding indebtedness of RCPC) in order to
provide RCPC with cash for general corporate purposes in an aggregate
amount at least equal to the Additional Offering Amount; provided that
the offering price and terms of such Additional Offerings shall be
determined by the Board of Directors at the time of such offering;
provided further that before an offering will be deemed an
"Additional Offering", all Third Stage
Offerings shall first have been consummated up to at least the Third
Stage Offering Amount. For avoidance of doubt, any Additional Offerings
may be conducted in conjunction with, or as part of, any Third Stage
Offering.

Section 2.    Back-Stop of the Third
Stage Rights Offering.

Section 5.2    of the
Investment Agreement is hereby deleted in its entirety and amended and
restated by replacing such section with the following:

5.2    Back-stop of the Third Stage
Offerings.    In the event that the Third Stage Offering Amount
exceeds $0, the Investor will, by March 31, 2006, purchase shares of
Class A Common Stock for an aggregate amount of cash or in exchange for
an aggregate principal amount of outstanding indebtedness of RCPC (such
aggregate purchase price, the "Third Stage Back-Stop
Amount") which will, upon contribution by the Company
to RCPC as a capital contribution or to purchase capital stock, permit
RCPC to reduce RCPC's indebtedness, other than revolving
indebtedness unless there is a corresponding commitment reduction, in
an aggregate principal amount equal to the Third Stage Offering Amount.
The Investor may satisfy its obligations by making an investment in
Class A Common Stock in an amount equal 









to the Third Stage Back-Stop Amount pursuant
to any transaction approved by the Board of Directors, which may
include a rights offering.

Section 3.    Back-Stop
of Additional Offerings.

A new Section 5A is hereby
inserted into the Investment Agreement as follows:

Section 5A. Additional Offerings.


5A.1    Back-stop of Additional Offerings.    
In the event that the Additional Offering Amount exceeds $0, the
Investor will, by March 31, 2006, purchase shares of Class A Common
Stock for an aggregate amount of cash (such aggregate purchase price,
the "Additional Offering Back-Stop
Amount"), which cash will, upon contribution by the
Company to RCPC as a capital contribution or to purchase capital stock,
be available to RCPC for general corporate purposes, in an aggregate
amount equal to the Additional Offering Amount. The Investor may
satisfy its obligations under this Section 5A by making an investment
in Class A Common Stock in an amount equal to the Additional Offering
Back-Stop Amount pursuant to any transaction approved by the Board of
Directors, which may include a rights offering.

5A.2    Conditions.    The Investor's
obligation to purchase the Additional Offering Back-Stop Amount is
conditioned upon the Additional Offering Back-Stop Amount exceeding $0.
In no event shall the Additional Offering Back-Stop Amount exceed the
Additional Offering Amount.

Section 4.    Effect
of Third Amendment.

For the avoidance of doubt,
this Amendment shall not (i) affect the Company's obligations
with respect to the Third Stage Offerings, (ii) reduce the Third Stage
Offering Amount (which is currently $109,661,000) or (iii) except as
set forth above, affect the Investor's obligations to purchase
shares of Class A Common Stock for an aggregate amount of cash equal to
the Third Stage Back-Stop Amount (which is currently $109,661,000).

Section 5.    Miscellaneous.

5.1    Ratification of Investment Agreement.

As modified hereby, the Investment Agreement and its terms
and provisions are hereby ratified and confirmed for all purposes and
in all respects.

5.2    Counterparts.


This Amendment may be executed in two or more counterparts, which may be
by facsimile, each of which will be deemed an original but all of which
together will constitute one and the same instrument. All such
counterparts will be deemed an original, will be construed together and
will constitute one and the same instrument.

5.3    Headings.

The headings in
this Amendment are for reference purposes only and will not in any way
affect the meaning or interpretation of this Amendment.

5.4    Governing Law.

This
Amendment will be governed by and construed in accordance with the laws
of the State of New York without regard to any choice of law or
conflict of law provision or rule that would cause the application of
the laws of any jurisdiction other than the State of New York. Any
legal or equitable action or proceeding arising out of or in connection
with this Amendment will be brought only in the courts of the State of
New York, in the County and City of New York or of the United States
District Court for the Southern District of New York, and by execution
and delivery of this Amendment, each of the parties hereby irrevocably
accepts for itself and in respect of its property, generally and
unconditionally, the exclusive jurisdiction of the aforesaid courts.
Each of the parties hereby irrevocably waives any objection which it
may now or hereafter have to laying of jurisdiction or venue of any
actions or proceedings arising out of or in connection with this
Amendment or in any 

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certificate, report or other instrument
delivered under or pursuant to any term of this Amendment brought in
the courts referred to above and hereby further irrevocably waive and
agree not to plead or claim in any such court that any such action or
proceeding has been brought in an inconvenient forum. Each of the
parties further agrees that the mailing by certified or registered
mail, return receipt requested, of any process required by any such
court will constitute valid and lawful service of process against it,
without necessity for service by any other means provided by statute or
rule of court. Each of the parties hereto hereby irrevocably waives any
and all right to trail by jury in any legal proceeding arising out of
or related to this Amendment or the transactions contemplated
hereby.

[Execution Page Follows]

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




											
	 		REVLON,
INC.
	 		By:		/s/ ROBERT K.
KRETZMAN
	 		 		Name:    Robert
K. Kretzman
 Title:       Executive Vice
President,

  Chief Legal Officer
	 		MACANDREWS &
FORBES HOLDINGS INC.
(f/k/a Mafco Holdings
Inc.)
	 		By:		/s/ TODD J.
SLOTKIN
	 		 		Name:    Todd
J. Slotkin
Title:       Executive Vice President
and

  Chief Financial
Officer
	




Acknowledged and
Agreed
 pursuant to Section 9.10 of
 the Investment
Agreement:

Fidelity Management & Research
Co.


/s/ NATE VAN
DUZER            

 Authorized Signature


Nate Van Duzer, Director, Restructuring and Legal
Affairs

 (Type or Print Name and Title of Authorized
Signatory)

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