Exhibit
10.12


Form of Nonqualified Stock Option
Agreement


AMENDED AND RESTATED REVLON, INC. STOCK
PLAN

STOCK OPTION AGREEMENT, dated as of
[                     , 200    ]
(the "Agreement"), between Revlon, Inc., a
Delaware corporation, or its Affiliate executing this Agreement
("Revlon" and, together with its Affiliates,
the "Company"), and the individual whose name
appears on the signature page hereof (the
"Optionee").

Revlon's
Compensation and Stock Plan Committee (the
"Committee") has determined that the
objectives of the Amended and Restated Revlon, Inc. Stock Plan (the
"Plan") will be furthered by granting to the
Optionee an option pursuant to the Plan.

In consideration of the
foregoing and of the mutual undertakings set forth in this Agreement,
the Company and the Optionee agree as follows:


SECTION
1.    Grant of Option.    Subject to Section 11 of
this Agreement, the Company hereby grants to the Optionee a
"nonqualified" stock option to purchase the
number of shares of Common Stock (as defined in the Plan) set forth on
Schedule 1 hereto at a purchase price per share set forth on
Schedule 1 hereto.


SECTION
2.    Exercisability.    For so long as the option
shall not be cancelled or otherwise remains exercisable pursuant to the
terms of the Plan and this Agreement, the option shall be exercisable
as set forth on Schedule 1 hereto and in accordance with this
Section 2. The option shall not be exercisable prior to
[                     , 200  ], and
shall become cumulatively exercisable with respect to 25% of the
shares of Common Stock subject thereto, rounded down to the next lower
full share, on [                     ,
200  ], and with respect to an additional 25% of the
shares of Common Stock subject thereto, rounded down to the next lower
full share, on each of [                     ,
200    ] and [                
    , 200  ], and shall become 100%
exercisable on [                     ,
200  ], and, except to the extent otherwise provided herein
or in the Plan, shall remain 100% exercisable until the day
prior to the seventh anniversary of the date of grant and shall
terminate and cease to be exercisable on the seventh anniversary of the
date of grant.


SECTION 3.    Method of Option
Exercise; Involuntary Option Cash-Out; Replacement Option.


(a)    The option or any part thereof may be exercised only by
giving to the Company and to Smith Barney Stock Plan Services, a
division of Citigroup Global Markets Inc.
("SSB") in its capacity as external Plan
administrator, or such other external Plan administrator as the Company
may designate from time to time, written notice of exercise by such
means as the Company may determine from time to time. Full payment of
the purchase price shall be made on or before the option exercise date
by any combination of the following: (i)  by certified or
official bank check or, in the Committee's discretion, by
personal check (subject to collection) payable to the Company;
(ii)  by the assignment of proceeds from the sale of Common Stock
in the manner provided in the Plan; or (iii)  by delivery of
shares of Common Stock already owned by the Optionee for at least six
months prior to the option exercise date, subject to the terms and
conditions set forth in the Plan.

(b)    The Optionee shall
have no right to receive shares of Common Stock with respect to an
option exercise prior to the option exercise date. For purposes of this
Agreement, unless the Committee otherwise determines, the option
exercise date shall be the later of: (i) the sixth business day
immediately following the date written notice of exercise is received
by the Company and SSB in its capacity as external Plan administrator,
or such other Plan administrator as the Company may designate from time
to time, if any; and (ii) the date payment with respect to such option
exercise is received.

(c)    At any time prior to the issuance
of shares of Common Stock with respect to the option exercise, the
Committee, in its sole discretion, shall have the right, by written
notice to the Optionee, to cancel such option or any part thereof if
the Committee, in its sole judgment, determines that legal or
contractual restrictions and/or blockage and/or other market
considerations would make the Company's acquisition of Common
Stock from the public markets, the Company's issuance of Common
Stock to the Optionee, the Optionee's acquisition of Common Stock
from the Company and/or the Optionee's sale of Common


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Stock to the public markets illegal,
impracticable or inadvisable. If the Committee so determines to cancel
the option or any part thereof subject to the written notice of
exercise, the Company shall pay to the Optionee an amount equal to the
excess of (i)  the aggregate fair market value of the shares of
Common Stock subject to the option or part thereof canceled (determined
as of the option exercise date), over (ii) the aggregate option
exercise price of the option or part thereof canceled. Such amount
shall be delivered to the Optionee as soon as practicable after such
option or part thereof is canceled.


SECTION
4.    Termination of Employment.


(a)    Except
to the extent otherwise provided in accordance with this Section 4, the
portions of this option that are exercisable as of the date of the
Optionee's termination of employment with the Company and its
affiliates may continue to be exercised for a period of ninety days
from and including the date of termination of employment, but no
additional portions of this option shall become exercisable following
the date of such termination of employment and such unexercisable
portions shall be canceled on the date of such termination of
employment.

(b)    If the Optionee resigns employment
otherwise than for "good reason",
"cause" or any like term as defined under any
employment agreement between the Company and the Optionee (which terms
specify the Optionee's right to terminate the term of such
employment agreement), or the Company terminates the Optionee's
employment for "good reason" as defined in
the Revlon Executive Severance Policy as in effect from time to time
(or for "cause" or any like term in any
applicable employment agreement), then this option shall cease to be
exercisable and shall automatically be canceled on the date of such
termination of employment.

(c)    If the Optionee voluntarily
retires with Company consent or the Optionee's employment is
terminated due to permanent disability (in each case as determined by
the Committee), the portions of this option that are exercisable as of
the date of the Optionee's voluntary retirement or termination of
employment with the Company may continue to be exercised for a period
of one year from and including such date of voluntary retirement or
termination of employment, but no additional portions of this option
shall become exercisable following such date of such voluntary
retirement or termination of employment and such unexercisable portions
shall be canceled on the date of such voluntary retirement or
termination of employment. Notwithstanding the foregoing, the Committee
may in its sole discretion provide for a longer or shorter period for
exercise of this option or may permit the Optionee to continue vesting
under this option if the Optionee's employment terminates solely
because the Optionee's employer ceases to be an Affiliate of the
Company or because the Optionee transfers employment with the
Company's consent to a purchaser of a business disposed of by the
Company.

(d)    If the Optionee's employment terminates
by reason of death, or if the Optionee's employment terminates
under circumstances providing for continued exercisability under
subsection (a) or (c) and the Optionee dies within the period described
in subsection (a) or (c), the portions of this option that are
exercisable as of the date of the Optionee's death may continue
to be exercised by the person to whom this option has passed, under the
Optionee's will (or if applicable, pursuant to the laws of
descent and distribution), for a period of one year from and including
the date of death, but no additional portions of this option shall
become exercisable either following the date of such death as respects
an Optionee whose employment or services terminates by reason of death,
or the date provided in subsection (a) or (c) as respects an Optionee
whose death occurs during the period of continued exercisability
provided in subsection (a) or (c), and such unexercisable portions
shall be canceled either on the date of such death as respects an
Optionee whose employment or services terminates by reason of death, or
the date provided in subsection (a) or (c) as respects an Optionee
whose death occurs during the period of continued exercisability
provided in subsection (a) or (c).

(e)    Nothing in the Plan
or this Agreement shall confer upon the Optionee or any other person
the right to continue in the employment of the Company or any of its
Affiliates or affect any right which the Company or any of its
Affiliates may have to terminate the employment of the Optionee or any
other person.

(f)    If the Optionee ceases employment with
the Company and accepts employment with a competitor in violation of
the Company's Employee Agreement as to Confidentiality and
Non-Competition, as in effect from time to time, or any other
non-competition agreement or covenant 

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executed by the Optionee, then profits
realized from exercise of any portion of the option during the 12-month
period prior to the date of termination shall be repaid by the Optionee
to the Company, in cash, within ten (10) days of such acceptance of
employment and the Company is hereby authorized to deduct such amount
from any other amounts otherwise due the Optionee.


SECTION
5.    Withholding Tax Requirements.    Whenever under
the Plan, or this Agreement, shares of Common Stock are to be delivered
upon the exercise of an option, the Committee may determine that, as a
condition of delivery, the Optionee shall satisfy all withholding tax
requirements related to such option in accordance with Section 3.4 of
the Plan. By entering into this Agreement, the Optionee hereby agrees
that, if the Committee shall make such determination, then (a) the
Optionee shall remit, in cash, the full amount necessary to satisfy
such tax requirements within 15 days after his or her receipt of a
statement for such amount from the Company and/or (b) the Company shall
be entitled to withhold the amount of any such tax requirements from
any other compensation, expense reimbursement or other payments due to
the Optionee, and to refuse to recognize such option exercise until
full satisfaction of such tax requirements. Notwithstanding the
foregoing, the Company shall have the right to determine from time to
time alternative methods to satisfy such withholding tax requirements
related to such option, including, but not limited to, the methods set
forth in Section 3.4(b) of the Plan. The Optionee further agrees and
acknowledges that all other taxes, duties and fees related to such
option exercise are for the Optionee's own account and must be
paid directly by the Optionee.


SECTION 6.    Plan
Provisions to Prevail.    This Agreement shall be subject to all
of the terms and provisions of the Plan, which are incorporated herein
and made a part hereof, including, without limitation, the provisions
of Section 2.9(c) of the Plan (generally prohibiting the sale of shares
not owned or immediately issuable and failure to duly deliver shares in
settlement), Section 3.2 of the Plan (generally relating to consents
required by securities and other laws), Section 3.5 of the Plan
(relating to changes in capitalization) and Section 3.11 of the Plan
(generally relating to the effects of certain reorganizations and other
extraordinary transactions). Any term defined in the Plan shall have
the same meaning in this Agreement. In the event there is any
inconsistency between the provisions of this Agreement and the Plan,
the provisions of the Plan shall govern.


SECTION
7.    Optionee's Acknowledgment.    By entering
into this Agreement, the Optionee agrees and acknowledges that
(a)  he or she has received, read and understood a copy of the
Plan, including Section  3.8(c) of the Plan (generally relating
to waivers of claims to continued exercise or vesting of awards,
damages and severance entitlements related to non-continuation of
awards), and this Agreement and accepts this option upon all of the
terms thereof, and (b)  that no member of the Committee shall be
liable for any Plan Action (as defined in the Plan), including without
limitation any action or determination made in good faith with respect
to the Plan or any Award thereunder or under this Agreement. The
Optionee has reviewed with his or her own advisors the tax and other
consequences of the transactions contemplated by this Agreement. The
Optionee is relying solely on such advisors and not on any statements
or representations of the Company or any of its agents with respect to
all matters of this Agreement.


SECTION
8.    Nontransferability.    No right granted to the
Optionee under the Plan or this Agreement shall be assignable or
transferable by the Optionee (voluntarily or by operation of law),
other than by will or by the laws of descent and distribution. During
the lifetime of the Optionee, all rights granted to the Optionee under
the Plan or under this Agreement shall be exercisable only by the
Optionee.


SECTION 9.     No Rights as a
Stockholder.    No Optionee or other person exercising an option
shall have any of the rights of a stockholder of the Company with
respect to shares subject to an option until the issuance of a stock
certificate to such person for such shares.


SECTION
10.    Legend on Certificates.    The certificates
representing the shares issued by exercise of the option may be stamped
or otherwise imprinted with a legend in such form as the Company may
require with respect to any applicable restrictions on the sale or
transfer of shares.

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SECTION
11.    Conditions.


(a)    Notwithstanding
anything contained in this Agreement to the contrary, the grant of the
option pursuant to Section 1 hereof is conditioned upon and subject to
the Optionee's execution and delivery to the Company of an
executed copy of this Agreement.

(b)    By entering into this
Agreement and as a condition for receiving the grant of the option
pursuant to Section 1 hereof, the Optionee agrees to fully comply in
all respects with the terms of the Company's Employee Agreement
as to Confidentiality and Non-Competition, whether or not the Optionee
is a signatory thereof, with the same effect as if the same were set
forth herein in full. A copy of the Employee Agreement as to
Confidentiality and Non-Competition is attached hereto and made a part
hereof.

(c)    The option which is the subject of this
Agreement was granted under the Plan on [        
        , 200  ] subject to the approval of the Plan by
the Company's stockholders at the Company's Annual Meeting
of Stockholders on [                 , 200  ],
which approval was granted.


SECTION
12.    Notices.    Any notice to be given to the
Company hereunder shall be in writing and shall be addressed to the
Treasurer of Revlon, with copies to the Executive Vice President, Chief
Legal Officer and General Counsel and the Director of Compensation and
Benefits, each at 237 Park Avenue, New York, NY 10017, or at such other
address as the Company may hereafter designate to the Optionee by
notice as provided herein. Any notice to be given to the Optionee
hereunder shall be addressed to the Optionee at the address set forth
below, or at such other address as the Optionee may hereafter designate
to the Company by notice as provided herein. Notices hereunder shall be
deemed to have been duly given when received by personal delivery or by
registered or certified mail to the party entitled to receive the
same.


SECTION 13.    Successors and
Assigns.    This Agreement shall be binding upon and inure to
the benefit of the parties hereto and the successors and assigns of the
Company and, to the extent set forth in Section 3.3 of the Plan and
Section 8 of this Agreement, the heirs and personal representatives of
the Optionee.


SECTION 14.    Governing
Law.    This Agreement shall be governed by the laws of the
State of New York applicable to agreements made and to be performed
entirely within such state.


SECTION
15.    Modifications to Agreement; Waivers.    This
Agreement may not be altered, modified, changed or discharged, except
by a writing signed by or on behalf of both the Company and the
Optionee. The failure of the Company to enforce at any time any
provision of this Agreement shall in no way be construed to be a waiver
of such provision or of any other provision hereof.


SECTION
16.    Other Company Actions.    Nothing contained in
this Agreement shall be construed to prevent the Company from taking
any action which is deemed by it to be appropriate or in its best
interest, whether or not such action would have an adverse effect on
the option granted under this Agreement. Neither the Optionee nor any
other person shall have any claim against the Company as a result of
any such action.


SECTION 17.    Committee
Authority.    The Committee shall have full authority to
interpret, construe and administer the terms of this Agreement in its
sole discretion. The determination of the Committee as to any such
matter of interpretation, construction or administration shall be
final, binding and conclusive on all parties.


SECTION
18.    No Violation of Securities Laws; Securities Trading
Policy.


(a)    The Company shall not be obligated to make
any payment or permit any sale of stock subject to an option hereunder
if such payment, in the opinion of counsel for the Company, would
violate any applicable securities laws. The Company shall be under no
obligation to register any shares of Common Stock or any other property
pursuant to any securities laws on account of the transactions
contemplated by this Agreement.

(b)    It is understood and
agreed that under the Company's Confidentiality of Information
and Securities Trading Policy, as is in effect from time to time (the
"Trading Policy"), employees and Directors


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of the Company, including grantees of options,
may be restricted from selling shares of Common Stock during certain
"restricted periods." As of the date of this
Agreement, the "restricted periods" commence
on the first day of each fiscal quarter of the Company (i.e., April 1,
July 1, October 1 and January 1) and continue until two business days
after the public release of the Company's earnings for the prior
quarter (this period may change from time to time). Accordingly, the
grantee's ability to "sell shares" to
pay the exercise price of such option may be restricted.


SECTION
19.    Severability.    Notwithstanding any other
provision of this Agreement, if any provision of this Agreement is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any person, such provision shall be construed or
deemed amended to conform to the applicable laws, or if it cannot be
construed or deemed amended without, in the sole discretion of the
Committee, materially altering the intent of the Agreement, such
provision shall be stricken as to such jurisdiction or person, and the
remainder of the Agreement shall remain in full force and effect.


SECTION 20.    Headings.    The headings of
sections herein are included solely for convenience of reference and
shall not affect the meaning of any of the provisions of this
Agreement.


SECTION 21.    Fractional
Shares.    No fractional shares of Common Stock shall be issued
or delivered pursuant to this Agreement, and the Committee in its sole
discretion shall determine whether cash, other securities, or other
property shall be paid or transferred in lieu of any fractional shares
or whether any rights to any fractional share shall be canceled,
terminated, or otherwise eliminated without payment of any
consideration.


SECTION 22.    Entire
Agreement.    This Agreement and the Plan contains the entire
agreement and understanding of the parties hereto with respect to the
subject matter contained herein and supersedes all prior
communications, representations and negotiations, written or oral, in
respect thereto. Neither the Company nor the Committee nor the Optionee
have made any promises, agreements, conditions or understandings,
either orally or in writing, concerning the option grant that are not
included in this Agreement or the Plan.


SECTION
23.    Counterparts.    This Agreement may be
executed in two or more counterparts, each of which shall be an
original but all of which together shall represent one and the same
agreement.

IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date and year first above written.


		REVLON, INC.





		By: 





	
			
	



		Name:  

Title:  





	
			
	



		(Signature of
Optionee)





	
			
	



		(Printed
Name)





	
			
	



		(Address)




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