Board of Directors Deferred Compensation Plan - Avon Products Inc.



                             BOARD OF DIRECTORS 

                         DEFERRED COMPENSATION PLAN

                     (As amended and Restated Effective
                             as of January 1, 1997)

ELIGIBILITY          Any member of the Board of Directors of Avon
                     Products, Inc. (the 'Company') who is not also an
                     officer may participate in the Plan.


ELECTION TO 
DEFER                Each eligible Director may elect to defer all or
                     part of his or her cash compensation (annual
                     retainers and meeting fees) payable for the
                     succeeding calendar year of service.  Once made,
                     this election is irrevocable for such calendar             
year.

                     With regard to amounts deferred, the participant
                     may choose between crediting these amounts to a
                     Deferred Stock Account or a Deferred Cash Account.
                     The percentage allocated to these accounts is at
                     the discretion of the participant.  


CREDITING OF
DEFERRED
AMOUNTS              The Company shall establish and maintain
                     individual accounts in the name of each
                     participant who elects to defer compensation.
                     Compensation deferred during any calendar quarter
                     will be credited to the applicable account on the
                     last day of such quarter.
 

CASH ACCOUNT- 
INTEREST             All deferred compensation, inclusive of
                     accumulated interest, credited to a Deferred
                     Cash Account as of the end of each calendar year
                     will be credited with additional interest for
                     such year at a rate which shall be the prime rate
                     charged by Morgan Guaranty Trust Company of New
                     York, in effect on the last business day of the
                     year.  The account balance as of the beginning of
                     such year will be credited with a full year's
                     interest.  The compensation amounts newly deferred
                     in each subsequent quarter will be credited with a
                     portion of such annualized interest commencing as
                     of the end of the applicable quarter, e.g. half of
                     a full year's interest would be credited for
                     compensation newly deferred in the second quarter
                     of a year.  






                     The foregoing notwithstanding, any and all
                     compensation deferred by a participant prior
                     to 1992, inclusive of accumulated interest,
                     will continue to be credited at the end of each
                     calendar year with an interest rate equal to the
                     sum of Moody's Composite Bond Rate, plus four
                     percentage points, through the end of the year
                     in which the Director's service is terminated.


STOCK ACCOUNT
- DIVIDENDS          Compensation deferred for any calendar
                     quarter which is allocated to a Participant's
                     Deferred Stock Account will be credited to such
                     account as of the last day of the applicable
                     quarter and its total dollar amount converted
                     into a number of shares of Avon Common Stock
                     equivalents, including fractions,
                     ('Stock Units').  The number of Stock Units so
                     credited will be equal to the number of shares of
                     Avon Common Stock, including fractions, that could
                     have been purchased with the amount of compensation
                     deferred for the calendar quarter at the closing
                     price of a share of such stock on the New York
                     Stock Exchange averaged over the last 10 trading
                     days during the calendar quarter.  

                     As of the date any dividend is paid to
                     shareholders of Common Stock, the participant's
                     Deferred Stock Account shall also be credited with
                     additional Stock Units equal to the number of
                     shares of Common Stock (including fractions of a
                     share) that could have been purchased at the
                     closing price of Common Stock on such date with
                     the dividends paid on the number of shares of
                     Common Stock to which the Participant's Stock
                     Units are then equivalent.  

                     If at any time the number of the Company's
                     outstanding shares of Common Stock shall be
                     increased as the result of any stock split, stock
                     dividend or other reclassification of shares, the 
                     number of Stock Units to which such stock is
                     equivalent will be increased in the same
                     proportion.  

                     As of the end of the calendar year in which
                     the participant for any reason ceases to be a
                     Director, including retirement, termination, or
                     death, the total number of the participant's Stock
                     Units, including fractions, will be converted to a
                     cash value amount.  In determining such amount,
                     each Stock Unit will be deemed to have a value
                     equal to the closing price of a share of Avon
                     Common Stock on the New York Stock Exchange
                     averaged over the last 10 trading days of such
                     year.  The resulting cash value will then b


                    merged with the value of any separate Deferred
                    Cash Account that may be maintained for the
                    participant.  


VALUATION 
OF ACCOUNTS        The cash value of a participant's total account
                   including any accumulated interest and Stock Units
                   will be determined each December 31st ('Valuation
                   Date').  For years during which the participant
                   continues to be a Director, Stock Units will be
                   valued for this purpose based on the closing price
                   of a share of Avon Common Stock on the New York
                   Stock Exchange on the last trading day of the
                   year.  


PAYMENT OF
DEFERRED
COMPENSATION       The value of the participant's entire deferred
                   compensation account shall be payable in cash in a
                   single payment on or about January 15th of the
                   year next following termination of service as a
                   Director of the Company.  If otherwise previously
                   elected by the participant, however, such value
                   may be paid out in consecutive annual installments
                   up to a maximum of fifteen annual installments.
                   All installment payments will be made on or about
                   January 15th commencing with the year next
                   following termination of service as a Director of
                   the Company.


                   Should a participant elect installment payments,
                   the amount of the first installment payment will
                   be a fraction of the value of the participant's
                   total deferred compensation account on the
                   preceding Valuation Date, the numerator of which
                   is one (1) and the denominator of which is the
                   total number of annual installments elected.
                   Thereafter, the amount of each subsequent payment
                   will be a fraction of the remaining value of the
                   participant's deferred compensation account on the
                   Valuation Date preceding each subsequent
                   installment payment, the numerator of which is one
                   (1) and the denominator of which is the 
                   total number of installments elected minus the
                   number of installments previously paid.  Interest
                   shall continue to accrue on the unpaid balance of
                   the account, credited annually, at the prime rate
                   described above.




DEATH OF A 
PARTICIPANT        In the event of a participant's death any time
                   prior to complete distribution of all amounts
                   payable, the unpaid balance of the participant's
                   account, including any unpaid installments, will
                   be determined as of the Valuation Date as of the
                   end of the calendar year in which death has
                   occurred, and will be paid in a single sum on the
                   January 15th following such Valuation Date, or as
                   soon as reasonably possible thereafter.  All Stock
                   Units credited to a Deferred Stock Account will be
                   converted to a cash value as described above.  


                   Payment will be made to the beneficiary designated
                   by the Director in writing.  In the event that a
                   participant is not survived by a designated
                   beneficiary, payment of the account balance will
                   be made to the participant's surviving spouse, if
                   any, otherwise to the participant's estate.  


MANNER OF 
ELECTION           The election to defer cash compensation for any
                   calendar year must be in writing and received by
                   the Company prior to the beginning of such year.
                   An election to receive payments of deferred
                   compensation in annual installments must be made
                   prior to the end of the year in which service with
                   the Board has terminated; i.e. before the first
                   installment payment has been distributed. 


ADMINISTRATION     The Plan shall be administered by the Secretary of
                   the Company.  The right to receive deferred
                   compensation may not be transferred, assigned, or
                   subject to attachment or other legal process. 


AMENDMENT          The Plan may be amended at any time by action of
                   the Nominating and Directors' Activities Committee
                   of the Board of Directors, provided, that no
                   amendment may adversely effect rights to deferred
                   compensation accrued prior to the effective date
                   of such amendment.