ex1036



  Exhibit 10.39


  RESTRICTED STOCK UNIT AWARD AGREEMENT


       1. Grant of Restricted Stock Unit Award. Pursuant
    to the provisions of the Avon Products, Inc. Year 2000 Stock Incentive Plan
    (the “Plan”), Avon Products, Inc. (the “Company”) has awarded you (“Grantee”) Restricted Stock Units (the "RSUs"), representing the right to receive in the
  future shares of the Company’s Common Stock (the "Shares"). These RSUs are
  subject to the terms and conditions set forth below, as well as those terms and
  conditions set forth in the Plan, all of which are hereby incorporated by this
  reference. All capitalized terms used herein shall have the meaning set forth
  in the Plan.


       2. Nature of RSUs; Issuance of Shares. These RSUs represent a right to receive Shares on the Vesting
    Date (as defined below) but do not represent a current interest in the Shares. If all the terms and conditions hereof and of the Plan are met, then the Grantee shall be issued certificates for the respective number of Shares on the Vesting Date. In
  lieu of issuance of Shares, the Company reserves the right to instead make a cash payment to the Grantee equal to the Fair Market Value of the Shares determined as of the Vesting Date.


       3. Restrictions on Transfer of RSUs. These RSUs may not be sold,
  tendered, assigned, transferred, pledged or otherwise encumbered.  

     4. Vesting
        of RSUs; Voting; Dividends. (a)
          Subject to Section 5, vesting of the RSUs shall occur on the date set
    forth in your grant notification (such date the “Vesting Date”).
    Vesting is contingent upon the Grantee being employed on the Vesting Date
  by the Company or its Subsidiaries.


       (b)
    Grantee does not have the right to vote any of the Shares or to receive dividends
    on them prior to the date such Shares are to be issued to Grantee pursuant
    to the terms hereof. However, unless  otherwise determined by the Committee,
    Grantee shall be entitled to "Dividend Equivalent Rights" so
          that Grantee will receive cash payments in respect of the Shares in amounts
    that would otherwise be payable as dividends with respect to such number of
  shares of the Company's Common Stock, when and as dividends are paid. 














        5. Termination
  of Employment. If the Grantee’s employment is terminated other
  than for Cause or voluntarily by Grantee, a portion of the RSUs referred to in
  Section 4(a) above shall become vested and the appropriate number of such vested
  Shares shall forthwith be issued upon such termination. The number of Shares
  shall be determined by multiplying the installment's full number of Shares
  by a fraction, which shall be the number of complete months of employment from
  the Grant Date to the date of termination, divided by the number of months
  from the Grant Date, to the Vesting Date. In the event of termination of employment
  by reason of death, vesting, and the number of Shares to be distributable to
  the Grantee’s estate or designated beneficiary forthwith upon such termination,
shall be determined in the same manner.

     In
    the event of termination by the Company for Cause, or 
  Grantee’s voluntary
  termination of employment, all portions of the RSUs not otherwise vested as
  of the date of termination shall be forfeited. “Cause” shall have
  the same meaning as that provided in the  Company’s Severance Pay Plan.
  In addition, termination for cause shall include any termination due to acts
  of dishonesty or gross misconduct on the part of the Grantee which result,
  or are intended to result, in damage to the Company’s
  business or reputation.


       6. No Right to Employment, etc. (a) The execution and delivery of this agreement and the granting of
  the RSUs hereunder shall not constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company to employ the Grantee for any specific period.
       (b)
    The award of the RSUs hereunder does not entitle Grantee to any benefit other
    than that specifically granted under this agreement, nor to any future grants
    or other benefits under the Plan or any similar plan. Any benefits granted
    under this agreement and the Plan are not part of the Grantee's ordinary compensation,
    and shall not be considered as part of such compensation in the event of severance,
    redundancy or resignation. Grantee understands and accepts that the benefits
    granted under this agreement and the Plan are entirely at the grace and discretion
    of the Company and that the Company retains the right to amend or terminate
    the Plan, and/or Grantee's participation therein, at any time, at the Company's
  sole discretion and without notice. 


       7. Change of Capitalization. If,
  prior to the time the restrictions imposed by Paragraph 4 on the RSUs awarded
  hereunder lapse, the Company shall be reorganized, or consolidated or merged
with another 













corporation, the appropriate
    amount of any stock, securities or other property exchangeable for Common
    Stock of the Company pursuant to such reorganization, consolidation or merger
shall be appropriately substituted for the Shares hereunder. 

     8. Application
    of Law. The granting of these RSUs and the delivery
  of Shares hereunder shall be subject to all applicable laws, rules and regulations.


       9. Taxes. By
  accepting this grant, the Grantee hereby irrevocably elects to satisfy any
  taxes  required to be withheld by the Company on the date of delivery of any
  Shares hereunder by authorizing the Company to withhold a sufficient number
  of Shares to satisfy such tax obligation; provided, however, that if the Grantee
  elects to defer the  delivery of any portion of any installment of Shares hereunder,
  the Grantee hereby irrevocably elects to satisfy all applicable FICA and FUTA
  taxes due upon the applicable Vesting Date with respect to such Shares for
  which delivery is being deferred  by delivering cash to the Company in an amount
  sufficient to satisfy all such FICA and FUTA taxes.

     IN
    WITNESS WHEREOF, the Company, by its duly authorized officer, and the Grantee
  have executed this agreement as of the date of grant.


  	AVON PRODUCTS,
      INC.  
	 
	/s/ Andrea Jung
	Andrea Jung
	Chief Executive
      Officer