RightsCertificate No.:THETERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THECOMPANY’S PROSPECTUS SUPPLEMENT DATED DECEMBER 18, 2006 TO THEPROSPECTUS DATED DECEMBER 13, 2005 (TOGETHER, THE‘‘PROSPECTUS’’) AND ARE INCORPORATED HEREIN BYREFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROMD.F. KING & CO., INC., THE INFORMATIONAGENT.NUMBEROFRIGHTS: REVLON,INC.CUSIP No: 761525 138 Incorporatedunder the laws of the State ofDelaware SUBSCRIPTIONRIGHTSCERTIFICATEEvidencingSubscription Rights to Purchase Shares of Class A Common Stock ofRevlon,Inc. SubscriptionPrice: $1.05 perShare THESUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00P.M., NEW YORK CITY TIME, ON JANUARY 19, 2007, UNLESS EXTENDED BYTHECOMPANY

DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

Delivery other than in the manner or to the addresses listed above will not constitute valid delivery.

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.

FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS

To subscribe for shares pursuant to your Basic Subscription Privilege, please complete line (a) and sign under Form 5 below. To subscribe for shares pursuant to your Over-Subscription Privilege, please also complete line (b) and sign under Form 5 below.

(a) EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE:

(b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE

If you have exercised your Basic Subscription Privilege in full and wish to subscribe for additional shares pursuant to your Over-Subscription Privilege:

Total Amount of Payment Enclosed = $__________________

METHOD OF PAYMENT (CHECK ONE)

Check or bank draft drawn on a U.S. bank, or postal, telegraphic or express money order payable to “American Stock Transfer & Trust Company, as Subscription Agent.” Funds paid by an uncertified check may take at least five business days to clear.

 

Wire transfer of immediately available funds directly to the account maintained by American Stock Transfer & Trust Company, as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021, Account #323-836895.

FORM 2-SALE OR TRANSFER TO DESIGNATED TRANSFEREE OR THROUGH BANK OR BROKER

To sell or transfer your subscription rights to another person, complete this form and have your signature guaranteed under Form 6. To sell your subscription rights through your bank or broker, sign below under this Form 2 and have your signature guaranteed under Form 6, but leave the rest of this Form 2 blank.

For value received ______________ of the subscription rights represented by this Subscription Rights Certificate are assigned to:

FORM 3- CHECK HERE TO SELL ALL OF YOUR UNEXERCISED SUBSCRIPTION RIGHTS THROUGH AMERICAN STOCK TRANSFER & TRUST COMPANY, AS SUBSCRIPTION AGENT.

CHECK HERE TO SELL LESS THAN ALL OF YOUR UNEXERCISED SUBSCRIPTION RIGHTS THROUGH AMERICAN STOCK TRANSFER & TRUST COMPANY, AS SUBSCRIPTION AGENT, AND ATTACH SEPARATE INSTRUCTIONS TO THE SUBSCRIPTION AGENT AS TO THE ACTION TO BE TAKEN WITH RESPECT TO THE UNEXERCISED SUBSCRIPTION RIGHTS NOT SOLD. I WISH TO HAVE _______________ OF MY UNEXERCISED SUBSCRIPTION RIGHTS SOLD.

If you want the Subscription Agent to attempt to sell all or some of your unexercised subscription rights, check the appropriate box above on this Form 3, sign under Form 5 and have your signature guaranteed under Form 6.

FORM 4-DELIVERY TO DIFFERENT ADDRESS

If you wish for the Class A common stock underlying your subscription rights, a certificate representing unexercised subscription rights or the proceeds of any sale of subscription rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 5 and have your signature guaranteed under Form 6.

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FORM 5-SIGNATURE

TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus.

TO SELL: If I have completed Form 3, I authorize the sale by the Subscription Agent, according to the procedures described in the Prospectus, of some or all of the subscription rights represented by this Subscription Rights Certificate but not exercised hereby as so indicated above.

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Signature(s)

IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.

FORM 6-SIGNATURE GUARANTEE

This form must be completed if you have completed any portion of Forms 2, 3 or 4.

IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

FOR INSTRUCTIONS ON THE USE OF REVLON, INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT D.F. KING & CO., THE INFORMATION AGENT, TOLL FREE, AT ###-###-#### AND BANKS AND BROKERS MAY CALL THE INFORMATION AGENT AT ###-###-####.