UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2005

OR

        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                     to                             

Commission file number 1-11178

REVLON, INC.

(Exact name of registrant as specified in its charter)

Delaware				13-3662955
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
237 Park Avenue, New York, New York				10017
(Address of principal executive offices)				(Zip Code)

Registrant's telephone number, including area code: 212-527-4000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes No

As of March 31, 2005, 338,877,944 shares of Class A Common Stock and 31,250,000 shares of Class B Common Stock were outstanding. 20,819,333 shares of Class A Common Stock and all of the shares of Class B Common Stock were owned by REV Holdings LLC, a Delaware limited liability company and an indirectly wholly-owned subsidiary of MacAndrews & Forbes Holdings Inc., and 169,291,308 shares of Class A Common Stock were owned beneficially by MacAndrews & Forbes Holdings Inc. and its affiliates.

Total Pages – 31

PART I FINANCIAL INFORMATION

1.    Financial Statements.

REVLON, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in millions, except per share amounts)

				March 31, 2005				December 31, 2004
				(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents				$	104.1			$	120.8
Trade receivables, less allowances of $17.4 and $19.0 as of March 31, 2005 and December 31, 2004, respectively					152.3				200.6
Inventories					169.6				154.7
Prepaid expenses and other					72.4				69.7
Investment in debt defeasance trust					197.9				—
Total current assets					696.3				545.8
Property, plant and equipment, net					115.3				118.7
Other assets					157.4				149.9
Goodwill, net					186.1				186.1
Total assets				$	1,155.1			$	1,000.5
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Short-term borrowings – third parties				$	33.9			$	36.6
Current portion of long-term debt – third parties					191.7				10.5
Accounts payable					100.9				95.2
Accrued expenses and other					270.4				283.2
Total current liabilities					596.9				425.5
Long-term debt – third parties					1,337.0				1,308.2
Other long-term liabilities					286.6				286.7
Stockholders' deficiency:
Class B Convertible Common Stock, par value $.01 per share; 200,000,000 shares authorized, 31,250,000 issued and outstanding as of March 31, 2005 and December 31, 2004, respectively					0.3				0.3
Class A Common stock, par value $.01 per share; 900,000,000 shares authorized and 344,404,610 and 344,592,944 shares issued and outstanding as of March 31, 2005 and December 31, 2004, respectively					3.4				3.4
Additional paid-in capital					771.0				771.4
Accumulated deficit					(1,705.0	)			(1,658.2	)
Deferred compensation					(10.4	)			(12.5	)
Accumulated other comprehensive loss					(124.7	)			(124.3	)
Total stockholders' deficiency					(1,065.4	)			(1,019.9	)
Total liabilities and stockholders' deficiency				$	1,155.1			$	1,000.5

See Accompanying Notes to Unaudited Consolidated Financial Statements

1

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REVLON, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions, except per share amounts)

				Three Months Ended March 31,
				2005				2004
Net sales				$	300.9			$	308.4
Cost of sales					114.2				117.1
Gross profit					186.7				191.3
Selling, general and administrative expenses					187.1				171.9
Restructuring (benefit) costs and other, net					1.7				(0.7	)
Operating (loss) income					(2.1	)			20.1
Other expenses (income):
Interest expense					29.7				44.6
Interest income					(1.6	)			(1.0	)
Amortization of debt issuance costs					1.6				2.6
Foreign currency (gains) losses, net					2.5				(1.4	)
Loss on early extinguishment of debt					7.5				32.6
Miscellaneous, net					1.4				0.1
Other expenses, net					41.1				77.5
Loss before income taxes					(43.2	)			(57.4	)
Provision for income taxes					3.6				0.8
Net loss				$	(46.8	)		$	(58.2	)
Basic and diluted loss per common share				$	(0.13	)		$	(0.63	)
Weighted average number of common shares outstanding: Basic and diluted					370,126,944				92,933,027

See Accompanying Notes to Unaudited Consolidated Financial Statements

2

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REVLON, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
AND COMPREHENSIVE LOSS
(dollars in millions)

				Common Stock				Additional Paid-In- Capital				Accumulated Deficit				Deferred Compensation				Accumulated Other Comprehensive Loss				Total Stockholders' Deficiency
Balance, January 1, 2005				$	3.7			$	771.4			$	(1,658.2	)		$	(12.5	)		$	(124.3	)		$	(1,019.9	)
Stock-based compensation									(0.4	)							0.4								—
Amortization of deferred compensation																	1.7								1.7
Comprehensive loss:
Net loss													(46.8