Stock Option Agreement - Avon Products Inc. and Stanley C. Gault





                              STANLEY C. GAULT

                          STOCK OPTION AGREEMENT



     1.  Grant of Option.  Pursuant to the provisions of its 1993 Stock 
Incentive Plan (the 'Plan'), Avon Products, Inc. (the 'Company') as of 
November 4, 1999 has granted to Stanley C. Gault (the 'Optionee') non-
qualified options to purchase from the Company a total of 200,000 
shares of Common Stock of the Company at the exercise price of $29.625 
per share (the 'Option').  This Option is subject to the terms and 
conditions of the Plan and those set forth in this Agreement.  All 
capitalized terms used herein shall have the meaning set forth in the 
Plan, unless the context requires a different meaning.

     2.  Exercise of Option

     (a)  This Option shall be exercisable in three installments.  The 
first installment shall be exercisable on the first anniversary of the 
Date of Grant for 33.3% of the number of shares of Common Stock subject 
to this option.  Thereafter, on each subsequent anniversary of the 
Grant Date, an installment shall become exercisable for 33.3% and 
33.4%, respectively, of the number of shares subject to this Option 
with the entire option fully exercisable after the third anniversary of 
the Date of Grant.  To the extent that any of the above installments is 
not exercised when it becomes exercisable, it shall not expire, but 
shall continue to be exercisable at any time thereafter until this 
Option shall terminate, expire or be surrendered.  An exercise shall be 
for whole shares only. 

     (b)  In accordance with the Plan this entire Option shall be 
immediately cashed out effective as of the date of any 'Change in 
Control', regardless of whether or not any portion is otherwise 
exercisable.  For this purpose, the 'Change in Control Price' shall be 
the higher of (i) the highest price paid for a share of Stock as 
reported on the New York Stock Exchange Composite Tape during the 12 
month period ending with the effective date of Change in Control or 
(ii) the highest cash tender offer price for a share of Stock during 
such period.  In the event that a tender offer for Stock consists of a 
combination of cash and securities, the Change in Control Price 
calculated under (ii) would be based solely on the cash price 
equivalent of such offer. 



     (c)  Shares may be purchased by giving the Company's Corporate 
Secretary or Assistant Secretary written notice of exercise, specifying 
the number of shares to be purchased.  The notice of exercise shall 
designate one of the following methods of purchase:

     (i)  tender to the Company of a check for the full exercise 
      price of the shares with respect to which such Option or portion 
      thereof is exercised, or

     (ii)  instructions to the Company to deliver all the shares being 
      exercised to a broker-dealer with whom an arrangement has been 
      made to deliver the full exercise price to the Company.  The 
      Company may establish special terms and conditions for this 
      'cashless' exercise, and at any time may terminate availability 
      of this form of purchase. 

     3.  Expiration of Option.  The Option shall expire or terminate 
and may not be exercised to any extent by the Optionee as of the first 
to occur of the following events:

     (a)  The tenth anniversary of the Date of Grant; or 

     (b)  The second anniversary of the date of the Optionee's 
          death; or

     (c)  the date that is ninety days after the optionee resigns as
          Chairman of the Board if prior to May 4, 2000 and if such
          resignation is without the consent of the Board of 
          Directors.

          In the event of Termination of Employment because of death,
the entire Option shall immediately become exercisable as to all 
shares, notwithstanding Section 2(a) of this Agreement. 



     4.  Tax Withholding.  No distribution of shares may be made to 
the Optionee until the Company has received all amounts required for 
federal, state or local tax withholding.  The method of discharging 
such withholding obligation shall be elected with the notice of 
exercise and may include (i) payment by check, or (ii) use of a 
'cashless exercise' using a broker-dealer in a manner similar to that 
described in Section 2(c)(ii) hereof.  The method of withholding shall 
be subject to such rules as the Company may adopt from time to time.  
It is recognized by both parties that, based on current laws, the 
difference between the Fair Market Value of the shares purchased by an 
option exercise and the exercise price of such shares generally will 
constitute ordinary taxable income for federal income tax purposes and 
for most state and local income tax purposes. 

     5.  Notice.  Any notices required to be given hereunder to the 
Company shall be addressed to the Secretary or Assistant Secretary of 
the Company at the Company's headquarters offices in New York City, New 
York.  Any notice required to be given hereunder to the Optionee shall 
be addressed to the Optionee at his current address shown on the 
Company's records.  Notice shall be sent by mail, express delivery or, 
if practical, by hand delivery. 

     6.  Other Provisions.  The provisions set forth in Section 5 of 
the Plan are specifically incorporated by reference in this Agreement, 
including but not limited to those pertaining to the following matters:

     a.  Changes in Capitalization; Merger; Liquidation
     b.  Non-alienation of Benefits
     c.  Choice of Law


                                 AVON PRODUCTS, INC.


                                 _____________________________
                                 Andrea Jung,
                                 President and Chief Executive Officer