Exhibit
10.13

Form of Restricted Stock Agreement

AMENDED AND
RESTATED REVLON, INC. STOCK PLAN

RESTRICTED STOCK AGREEMENT
dated as of [                     , 200  ],
between REVLON, INC., a Delaware corporation
("Revlon" and, together with Revlon's
affiliates, the "Company"), and
                                         (the
"Grantee").

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
Grantee shares of Common Stock, subject to certain restrictions, upon
the terms and conditions hereinafter contained
("Restricted Stock" or the
"Restricted Stock Award").

In
consideration of the foregoing and of the mutual undertakings set forth
in this Restricted Stock Agreement (the
"Agreement"), the Company and the Grantee
agree as follows:


SECTION 1. Number of
Shares.    Subject to Section 10 of this Agreement, the Company
hereby grants to the Grantee the number of shares of Restricted Stock
set forth on Schedule 1 hereto. The Grantee shall not be
required to make any payment for the Restricted Stock.


SECTION 2. Restrictions.

(a)    Lapse of Restrictions.    For so long as
the Restricted Stock Award shall not be cancelled pursuant to the terms
of the Plan or this Agreement, the restrictions relating to the
Restricted Stock Award which is the subject of this Agreement shall
lapse as to one third of the shares of Restricted Stock on each of
[                     , 200  ],
[                 , 200  ] and
[                 , 200  ].

(b)    Issuance of Certificate Upon Lapse of
Restrictions.    Upon the occurrence of a lapse of restrictions
relating to the shares of Restricted Stock, as set forth in this
Section 2, the Company shall issue to the Grantee or the
Grantee's personal representative a stock certificate
representing one share of Common Stock, free of the restrictive legend
described in Section 9 hereof, in respect of each share of Restricted
Stock with respect to which such restrictions have lapsed. If
certificates representing such Restricted Stock shall have theretofore
been delivered to the Grantee, such certificates shall be returned to
the Company, complete with any necessary signatures or instruments of
transfer prior to the issuance by the Company of such unlegended share
of Common Stock.


SECTION 3. Voting;
Dividends.    Prior to the date that restrictions lapse pursuant
to Section 2 of this Agreement, the Grantee shall have no right to vote
and no right to receive dividends with respect to the Restricted Stock.
Subject to the restrictions set forth in the Plan and this Agreement,
from and after the date that restrictions lapse pursuant to Section 2
of this Agreement, the Grantee shall possess all incidents of ownership
of the shares of Restricted Stock granted hereunder, including the
right to receive dividends with respect to such shares of Restricted
Stock and the right to vote such shares of Restricted Stock, but only
with respect to the shares of Restricted Stock for which such
restrictions have lapsed pursuant to Section 2.


SECTION
4. Taxes.    As a condition to receipt of a stock
certificate pursuant to Section 2(b) of this Agreement, the Grantee
shall pay to the Company promptly upon request, and in any event at the
time the Grantee recognizes taxable income in respect of the shares of
Restricted Stock (which would include the date that restrictions lapse
pursuant to Section 2 hereof), an amount equal to the taxes the Company
determines it is required to withhold under applicable tax laws with
respect to the shares of Restricted Stock. Such payment shall be made
in the form of cash or in such other manner as the Company in its sole
discretion may permit from time to time in accordance with Section 3.4
of the Plan. The Grantee further agrees and acknowledges that all other
taxes, duties and fees related to the lapse of restrictions are for the
Grantee's account and must be paid directly by the Grantee. The
Grantee may not make an election pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, with respect to the grant of
any shares of Restricted Stock hereunder.









SECTION 5. Termination of
Employment.

(a)    Effective as of the date of the
Grantee's termination of employment with the Company for any
reason, all Restricted Stock which is unvested or as to which all
restrictions have not lapsed as provided in Section 2 of this Agreement
shall be cancelled, except to the extent the Committee may otherwise
determine.

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

(c)    If the Grantee 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 executed by the Grantee, then the
value of any Restricted Stock which vested during the 12 month period
prior to the date of termination shall be repaid to the Company by the
Grantee, 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 Grantee.


SECTION 6.Plan Provisions to Prevail.    This Agreement shall be
subject to all of the terms and provisions of the Plan, which are
incorporated hereby 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. Grantee's Acknowledgment.    By entering into
this Agreement, the Grantee agrees and acknowledges that (a)  he
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 the shares of Restricted Stock 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
Grantee has reviewed with his or her own advisors the tax and other
consequences of the transactions contemplated by this Agreement. The
Grantee 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 shares of Restricted Stock granted
to the Grantee under this Agreement shall be assignable or transferable
by the Grantee (voluntarily or by operation of law), other than by will
or by the laws of descent and distribution prior to the lapse of
restrictions set forth in the Plan and this Agreement applicable
thereto.


SECTION 9. Legend on
Certificates.    The Grantee agrees that any certificate issued
for shares of Restricted Stock prior to the lapse of any outstanding
restrictions relating thereto shall be inscribed with the following
legend:


This certificate and the shares of stock
represented hereby are subject to the terms and conditions, including
forfeiture provisions and restrictions against transfer (the
"Restrictions"), contained in the Amended and
Restated Revlon, Inc. Stock Plan (the "Plan")
and an agreement entered into between the registered owner and Revlon,
Inc. (the "Agreement"). Any attempt to
dispose of these shares in contravention of the Restrictions, including
by way of sale, assignment, transfer, pledge, hypothecation,
encumbrance or otherwise, shall be null and void and without
effect.










SECTION
10. Conditions.

(a)    Notwithstanding anything contained in this Agreement
to the contrary the grant of the award pursuant to Section 1 hereof is
conditioned upon and subject to the Grantee'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 award pursuant to Section 1 hereof, the
Grantee 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 Grantee 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 Restricted Stock Award 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
11. 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 Grantee by notice
as provided herein. Any notice to be given to the Grantee hereunder
shall be addressed to the Grantee at the address set forth below, or at
such other address as the Grantee 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 12. 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 Grantee.


SECTION 13. 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
14. 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
Revlon and the Grantee. 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 15. 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 Restricted Stock Award granted under this Agreement.
Neither the Grantee nor any other person shall have any claim against
the Company as a result of any such action.


SECTION
16. 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 17.  No Violation of
Securities Laws; Securities Trading Policy.

(a)    The Company shall not be obligated to make any
payment 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 of the Company, including Grantees of restricted stock, may
be restricted from selling shares of restricted stock after the
restrictions lapse and 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, if restrictions lapse during a restricted period under the
Trading Policy, the Grantee may be restricted from selling Common Stock
to pay the Company applicable withholding taxes, if provided for
pursuant to the terms of Section 4 of this Agreement.


SECTION 18. 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 19. 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 20. 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 21. 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 Grantee
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
22. 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 Grantee)





		                                                                                    





		(Printed Name)





		                                                                                    





		(Address)