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

                              ---------------------

                                    FORM 8-K

                                 CURRENT REPORT

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


Date of Report (Date of earliest event reported): February 17, 2006
                                                 (February 15, 2006)


                      Revlon Consumer Products Corporation
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


            Delaware                      33-59650               13-3662953
--------------------------------------------------------------------------------
(State or Other Jurisdiction            (Commission          (I.R.S. Employer
      of Incorporation)                 File Number)         Identification No.)



            237 Park Avenue
           New York, New York                                       10017
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                          (Zip Code)


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



                                      None
                                      ----
          (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))


                                       2



ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On February 17, 2006, Revlon Inc. ("Revlon"), the parent company of Revlon
Consumer Products Corporation ("RCPC"), entered into a stock purchase agreement
("Stock Purchase Agreement") with MacAndrews & Forbes Holdings Inc. (together
with its affiliates, "M&F") under which M&F agreed to purchase, in a private
placement directly from Revlon, the shares of the Class A common stock that it
would otherwise have been entitled to subscribe for pursuant to its basic
subscription privilege (approximately 60% of the shares offered or approximately
$66 million) in the $110 million rights offering previously announced by Revlon
on February 1, 2006 and as filed on its Current Report on Form 8-K filed with
the U.S. Securities and Exchange Commission on February 1, 2006. For information
regarding the rights offering, see Item 8.01 below.

     Under the Stock Purchase Agreement, M&F has also agreed not to exercise its
over-subscription privilege in the rights offering, which will maximize the
shares available for purchase by other stockholders. However, if any shares
remain following the exercise of the basic subscription privilege and the
over-subscription privilege by other rights holders, M&F has agreed to back-stop
the rights offering by purchasing, also in a private placement directly from
Revlon, the remaining shares of Class A common stock offered but not purchased
by other rights holders to ensure that Revlon raises $110 million of gross
proceeds in the rights offering.

     A copy of the Stock Purchase Agreement is attached hereto as Exhibit 10.1
and its terms are incorporated by reference herein.

     On February 15, 2006, RCPC entered into an amendment to its Credit
Agreement, dated as of July 9, 2004 (the "Credit Agreement Amendment"), among
RCPC, certain of its subsidiaries as local borrowing subsidiaries, a syndicate
of lenders, and Citicorp USA, Inc., as multi-currency administrative agent, term
loan administrative agent and collateral agent.

     The Credit Agreement Amendment enables RCPC to exclude, from various
financial covenants, certain charges in connection with its previously-announced
organizational realignment, as well as some start-up investment charges incurred
by Revlon in 2005 related to the launch of its new Vital Radiance brand and the
re-launch of Almay.

     A copy of the Credit Agreement Amendment is attached hereto as Exhibit 10.2
and its terms are incorporated by reference herein.

     On February 17, 2006, Revlon entered into a fourth amendment to its
Investment Agreement, dated as of February 20, 2004 (the "Fourth Amendment to
Investment Agreement"), with M&F to facilitate Revlon's plans to issue an
additional $75 million of equity by June 30, 2006.

     Pursuant to Revlon's intention to conduct a further $75 million equity
issuance by June 30, 2006, the Fourth Amendment to Investment Agreement extends
M&F's back-stop of a further $75 million equity issuance from March 31, 2006
until June 30, 2006 to, among other things, provide Revlon with sufficient time
to complete, following the rights



                                        3



offering, an underwritten public offering, the proceeds of which would be
transferred by Revlon to RCPC to be available for general corporate purposes.

     A copy of the Fourth Amendment to Investment Agreement is attached hereto
as Exhibit 10.3 and its terms are incorporated by reference herein.

     On February 17, 2006, RCPC entered into a second amendment to its 2004
Senior Unsecured Line of Credit, dated as of July 9, 2004 ("Amendment No. 2 to
2004 Senior Unsecured Line of Credit"), from MacAndrews & Forbes Inc. The
amendment extends the term of the 2004 Senior Unsecured Line of Credit until the
consummation of Revlon's $75 million equity issuance.

     A copy of Amendment No. 2 to 2004 Senior Unsecured Line of Credit is
attached hereto as Exhibit 10.4 and its terms are incorporated by reference
herein.

ITEM 7.01.  REGULATION FD DISCLOSURE.

     On February 17, 2006, Revlon issued a press release ("Press Release")
announcing, in addition to the entry into the material agreements stated above,
the subscription price and offering terms for its previously-announced $110
million rights offering and the commencement of the rights offering. Revlon
expects that the proceeds from the rights offering, together with available
cash, will be transferred to RCPC and used to redeem approximately $110 million
aggregate principal amount of RCPC's 8 5/8% Senior Subordinated Notes due 2008.

     A copy of the Press Release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.

ITEM 8.01.  OTHER EVENTS.

     In connection with the commencement of Revlon's previously-announced $110
million rights offering, Revlon announced that it is mailing rights offering
materials on or about February 17, 2006, including a prospectus supplement and a
subscription rights certificate, setting forth the terms of the rights, to each
holder of record of Revlon's Class A and Class B common stock as of 5:00 p.m.
New York City time on February 13, 2006, the record date for the rights
offering.

     A copy of the Form of Subscription Rights Certificate is attached hereto as
Exhibit 4.1 and is incorporated by reference herein.



                                       4


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

    Exhibit No.      Description
    -----------      -----------
       4.1           Form of Subscription Rights Certificate (incorporated by
                     reference to Exhibit 4.1 to the Current Report on Form 8-K
                     of Revlon, Inc. filed with the Securities and Exchange
                     Commission on February 17, 2006).

      10.1           Stock Purchase Agreement, dated February 17, 2006
                     (incorporated by reference to Exhibit 10.1 to the Current
                     Report on Form 8-K of Revlon, Inc. filed with the
                     Securities and Exchange Commission on February 17, 2006).

      10.2           Amendment to Credit Agreement, dated February 15, 2006.

      10.3           Fourth Amendment to Investment Agreement, dated February
                     17, 2006 (incorporated by reference to Exhibit 10.3 to the
                     Current Report on Form 8-K of Revlon, Inc. filed with the
                     Securities and Exchange Commission on February 17, 2006).

      10.4           Amendment No. 2 to 2004 Senior Unsecured Line of Credit,
                     dated February 17, 2006.

      99.1           Press Release, dated February 17, 2006 (incorporated by
                     reference to Exhibit 99.1 to the Current Report on Form 8-K
                     of Revlon, Inc. filed with the Securities and Exchange
                     Commission on February 17, 2006).



                                       5


                                    SIGNATURE



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                       REVLON CONSUMER
                                       PRODUCTS CORPORATION



                                       By: /s/ Michael T. Sheehan
                                           ----------------------
                                       Michael T. Sheehan
                                       Vice President and Deputy General Counsel







Date: February 17, 2006



                                       6


                                  EXHIBIT INDEX

    Exhibit No.      Description
    -----------      -----------

       4.1           Form of Subscription Rights Certificate (incorporated by
                     reference to Exhibit 4.1 to the Current Report on Form 8-K
                     of Revlon, Inc. filed with the Securities and Exchange
                     Commission on February 17, 2006).

      10.1           Stock Purchase Agreement, dated February 17, 2006
                     (incorporated by reference to Exhibit 10.1 to the Current
                     Report on Form 8-K of Revlon, Inc. filed with the
                     Securities and Exchange Commission on February 17, 2006).

      10.2           Amendment to Credit Agreement, dated February 15, 2006.

      10.3           Fourth Amendment to Investment Agreement, dated February
                     17, 2006 (incorporated by reference to Exhibit 10.3 to the
                     Current Report on Form 8-K of Revlon, Inc. filed with the
                     Securities and Exchange Commission on February 17, 2006).

      10.4           Amendment No. 2 to 2004 Senior Unsecured Line of Credit,
                     dated February 17, 2006.

      99.1           Press Release, dated February 17, 2006 (incorporated by
                     reference to Exhibit 99.1 to the Current Report on Form 8-K
                     of Revlon, Inc. filed with the Securities and Exchange
                     Commission on February 17, 2006).



                                       7