EXHIBIT
10.31

SECOND AMENDMENT TO INVESTMENT AGREEMENT

THIS
SECOND AMENDMENT TO INVESTMENT AGREEMENT (this
"Amendment") is made as of this 7th
day of March 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 (as amended, the "Investment
Agreement");

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

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

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

Section 2.    Definitions in Investment
Agreement. The following definition is added to Section 1 of the
Investment Agreement:

"Credit
Agreement" means the Credit Agreement, dated as of
July 9, 2004, between RCPC and certain of its subsidiaries, the Lenders
party thereto, Citicorp USA, Inc., as Term Loan Administrative Agent,
Citicorp USA, Inc., as Collateral Agent, UBS Securities LLC, as
Syndication Agent, and Citigroup Global Markets Inc., as Sole Lead
Arranger and Sole Bookrunner.

Section 3.    Back-Stop of
the Third Stage Rights Offering.



  3.1    Amendment to Section
5.2.    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 (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;

provided, however, that in the event
that (i) RCPC has not consummated, on or before October 31, 2005, the
8 1/8% Senior Notes Redemption (as such term is
defined in the Credit Agreement), and (ii) the Company consummates any
Third Stage Offering at any time on or prior to October 31, 2005, the
Investor will, on October 31, 2005, purchase shares of Class A Common
Stock for an aggregate amount of cash equal to the Third Stage
Back-Stop Amount, which will, upon contribution by the Company to RCPC
as a capital contribution or to purchase capital stock and upon
satisfaction by the Company of Section 5.3 of this Agreement, 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."

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  3.2    No
Other Effect.    For the avoidance of doubt, this Amendment
shall not (i) affect the Company's obligations in the Investment
Agreement, 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 obligations
to purchase shares of Class A Common Stock for an aggregate amount of
cash equal to the Third Stage Back-Stop Amount."

Section 4.    Miscellaneous.



  4.1    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.


  4.2    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.


  4.3    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.

[Execution Page Follows]

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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.




			
		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
General Counsel


(Type or Print Name and
Title of Authorized Signatory)

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