1997 Long Term Incentive Plan - Avon Products Inc.


                              AVON PRODUCTS, INC.

                        1997 Long Term Incentive Plan



I.    INTRODUCTION

     1.1   Purpose    The purpose of this Plan is to provide additional
incentives for officers and key employees of the Company to operate and 
manage the Company's business in a manner that will achieve long-term 
growth and profitability and to provide a means of recruiting and 
retaining such officers and key employees.  

     1.2   Relationship to 1993 Stock Incentive Plan    This Plan is 
subject to the Avon Products, Inc. 1993 Stock Incentive Plan which has 
been approved by the Company's shareholders.  Accordingly, this Plan 
shall be deemed a 'Stock Incentive Program' as defined therein and shall 
be subject to the terms and conditions of the 1993 Stock Incentive Plan.  
In the event of any conflict, the terms and conditions of the 1993 Stock 
Incentive Plan shall govern.  

     1.3   General Description    This Plan provides for the grant to 
eligible Participants of two forms of incentive awards with respect to a 
performance period covering the three years 1997 - 1999, namely 
Performance Units and Stock Options.  While Performance Units will 
consist of potential cash incentives, both types of awards shall be 
considered as 'Stock Incentives' eligible for grants under the 1993 
Stock Incentive Plan.  The Plan also provides for the grant of shares of 
Restricted Stock Awards as set forth in Part V hereof.  

     1.4   Definitions    Capitalized words and phrases in this Plan 
shall have the same meaning as the definitions set forth in the 1993 
Stock Incentive Plan, to the extent that they are defined therein, 
except as otherwise indicated.  Definitions used in this Plan shall have 
the meanings set forth below:


     'Committee' means the Compensation Committee of the Board of 
Directors, each member of which is an 'outside director', within the 
meaning of Section 162(m) of the 1986 Internal Revenue Code.

     'Performance Period' means the period of three consecutive 
calendar years commencing with the year 1997.  

     'Plan' means the Avon Products, Inc. 1997 Long Term Incentive 
Plan.  

     'Senior Officers' means those Company Executive Officers who are 
subject to Section 16 of the Exchange Act and all other officers who 
report to the Company's Chief Executive Officer.  


II.    PARTICIPATION

     2.1   General Rule    The Committee shall determine the levels and 
categories of officers and key employees of the Company and its 
Subsidiaries who shall be Participants in the Plan.  The initial grant 
of Plan awards shall be made during the first 90 days of the first year 
of the Performance Period.  

     2.2   Participants Not Eligible at Time of Initial Grant    If an 
employee becomes eligible for Participation subsequent to the date of 
initial grant, he or she may become a Participant at such later date, 
with awards to such a Participant to be subject to the terms set forth 
below. 


III.   PERFORMANCE UNIT AWARDS

     3.1   Performance Objectives    Performance Units will realize a 
cash payout value following the end of the Performance Period, only to 
the extent applicable Performance Objectives have been attained for such 
period.  Performance Objectives applicable to Performance Units awarded 
to Global Participants, i.e. participants who are not principally 
members of management of an Operating Business Unit ('OBU') or Country, 
shall solely be the Cumulative EPS Objectives described below.  With 
respect to Participants who are principally members of management of an 
OBU or Country, 60% of their awarded units shall be subject to the 
Cumulative EPS Objectives and 40% subject to their applicable Non-EPS 
Performance Objectives, as described below.  

     Appropriate adjustments in Performance Objectives may be made with 
respect to the Performance Units of Participants who during the course 
of the Performance Period transfer between OBU's or Countries or have 
their status changed to or from that of a Global Participant to reflect 
for the balance of the Period the Performance Objectives associated with 
each Participant's new status or location.  At the discretion of the 
Committee, however, a Participant's compensation payable pursuant to 
this Article III may be reduced to the amount otherwise payable solely 
based on the Performance Objectives applicable to such Participant as of 
the time of his or her initial grant of Performance Units.

     3.2   Definitions for Performance Award Units    Terms applicable 
to Performance Unit awards shall have the meanings set forth below:

     a.  'Base Grant Value' means the target cash value of each 
          Performance Unit which shall be $100.

     b.  'Ultimate Payment Value' means the cash value of each 
          Performance Unit, which shall be determined by the Committee 
          following the end of the Performance Period.  Such value may 
          be as high as $200 if the Maximum Growth Rate has been 
          attained, or zero if the Threshold Growth Rate has not been 
          attained. 

     c.  'Earnings Per Share' means the fully diluted earnings per 
          share of Stock calculated on the weighted average number
          of shares outstanding as reported in the Company's Annual
          Report based on consolidated net income (before
          extraordinary items and income taxes related thereto) of
          the Company, as determined by the Company's independent
          public accountants. Such determination and report shall
          be made as of the end of the Performance Period with respect
          to such Period and the applicable Base Year in conformity with
          generally accepted accounting principles consistently applied.

     d.  'Cumulative EPS' means the aggregate total Earnings Per Share 
          for the entire Performance Period.

     e.  'Target EPS Objective' means the Cumulative EPS established 
          by the Committee for the Performance Period which, if exactly 
          attained, shall result in an Ultimate Payment Value of $100
          per Performance Unit.  

     f.  'Maximum EPS Objective' means the Cumulative EPS established 
          by the Committee for the Performance Period which, if 
          attained or exceeded, shall result in an Ultimate Payment 
          Value of $200 per Performance Unit.  


     g.  'Threshold EPS Objective' means the Cumulative EPS 
          established by the Committee for the Performance Period 
          which, if exactly attained, shall result in an Ultimate 
          Payment Value of $50 per Performance Unit and, if not 
          attained, shall result in an Ultimate Payment Value of zero 
          for all Performance Units.

     h.  'Cumulative Operating Profit' means the aggregate total 
          operating profit achieved for the entire Performance Period 
          of a designated OBU or Country business unit.

     i.  'Cumulative Pretax Contribution' means the aggregate total 
         pretax contribution to the Company achieved for the entire 
         Performance Period by a designated Country business unit.

     j.  'Non-EPS Performance Objectives' means the Cumulative 
         Operating Profit or Cumulative Pretax Contribution 
         objectives, as established by the Committee, which are 
         applicable to that portion of a Participant's Performance 
         Units whose value will be determined by the degree to which 
         such objectives have been achieved.  The value of such units 
         will be zero, however, if the Threshold EPS Objective has not 
         been achieved.  
     k.  'Target Non-EPS Performance Objectives' means the level of 
         Cumulative Operating Profit or Cumulative Pretax 
         Contribution, whichever is applicable, as established by the 
         Committee, which, if exactly attained, shall result in an 
         Ultimate Payment Value of $100 for each Performance Unit 
         whose value is to be determined by Non-EPS Performance 
         Objectives. 

     l.  'Maximum Non-EPS Performance Objectives' means the level of 
         Cumulative Operating Profit or Cumulative Pretax 
         Contribution, whichever is applicable, as established by the 
         Committee, which, if attained or exceeded, shall result in an 
         Ultimate Payment Value of $200 for each Performance Unit 
         whose value is to be determined by Non-EPS Performance 
         Objectives.

     m.  'Threshold Non-EPS Performance Objectives' means the level of 
         Cumulative Operating Profit or Cumulative Pretax 
         Contribution, whichever is applicable, as established by the 
         Committee which, if exactly attained, shall result in an 
         Ultimate Payment Value of $50 for each Performance Unit whose 
         value is to be determined by Non-EPS Performance Objectives.  

     n.  'Proration Tables' mean the tables established by the 
         Committee which shall determine the Ultimate Values of 
         Performance Units where the applicable performance attained 
         exceeds its Threshold Objective but is less than its Maximum 
         Objective (and is not exactly at Target).

     All of the foregoing Performance Objectives and Proration Tables 
shall be established by the Committee during the first 90 days of the 
Performance Period.

     3.3    Grants of Performance Units    The Committee shall 
authorize grants of Performance Units to Participants and establish the 
Performance Objectives to be applied for such units, including the 
Target, Maximum and Threshold levels of all relevant objectives and 
their Proration Tables.  The Committee shall approve (a) all specific 
grants of Performance Units to Senior Officers and (b) an aggregate 
number of Performance Units to be granted other Participants, which 
shall be allocated by the Company's Chief Executive Officer.  

     The number of Performance Units to be initially granted a 
Participant shall be determined as follows:  (a) an annualized cash 
target amount shall be established, (b) such cash target amount shall be 
divided by the Base Grant Value of $100 and (c) the resulting number 
shall be multiplied by the number of years in the Performance Period 
(three).  

     When a Participant is promoted to a higher level position, 
supplemental grants of Performance Units shall be awarded to such 
Participant determined by the amount of base salary increase 
attributable to the promotion and the same cash target percentage used 
in calculating his or her prior initial grant.  The Committee reserves 
the right, however, to decline to grant such supplemental Performance 
Units.  At any time during the Performance Period, grants of Performance 
Units may be made, at the Committee's sole discretion, to employees 
hired subsequent to the initial grant date or who otherwise have 
subsequently become eligible for Participation.  All Performance Units 
granted subsequent to the initial grant date shall take into account the 
shorter period of time remaining between the date of the grant and the 
end of the Performance Period.  If, for example, a grant was made 
effective as of the first day of the second year of the Performance 
Period, the cash target amount referred to in the preceding paragraph 
would be multiplied by two rather than three.  

     In no event, however, may the total cash value for aggregate 
Performance Units awarded to any one Participant exceed $6,000,000.  All 
Performance Units, regardless of when granted, shall be subject to the 
same performance criteria in determining Ultimate Payment Value, 
including the relevant three-year Performance Objectives.  

     3.4   Value Determination and Payment    The Ultimate Payment 
Value(s) of all Performance Units shall be determined by the Committee 
as soon as practicable after the end of the Performance Period and its 
review of a report concerning actual Cumulative EPS for the period 
submitted to the Committee by the Company's independent public 
accountants, and the Cumulative Operating Profit and Cumulative Pretax 
Contribution totals submitted by the Company's Chief Financial Officer.  
The Ultimate Payment Value initially so determined for Performance Units 
shall be increased by 10% if an Avon Value Added ('AVA') growth 
objective for the Performance Period has been attained or exceeded.  
Such AVA 'kicker' objective shall be established by the Committee during 
the first 90 days of the Performance Period.  

     Payment to a Participant shall be made in a single sum in cash 
equal to the applicable Ultimate Payment Value(s), adjusted by any AVA 
kicker, multiplied by his or her total Performance Units and reduced by 
applicable tax withholding.  Such payments shall be made as soon as 
practicable after the Committee determines such Ultimate Payment 
Value(s).  

     3.5   Termination of Employment During Performance Period    If 
prior to the end of the Performance Period but after completion of the 
period's first calendar year, a Participant (a) dies while employed by 
the Company, (b) retires under the terms of a Company retirement plan or 
(c) is involuntarily terminated by the Company, other than for cause, 
such Participant shall remain entitled to a portion of the Performance 
Units granted to him or her.  Such portion shall be the Participant's 
total number of Performance Units multiplied by a fraction, the 
numerator of which is the number of months in which such Participant was 
actively employed during the Participant's Performance Period (including 
the month during which employment terminated) and the denominator of 
which is 36 or, if fewer, the number of months from the effective date 
of the grant of the Participant's Performance Units to the end of the 
Performance Period (applicable in the case of grants first made after 
the initial grant).

     Except as provided below, no payment can be made for such retained 
Performance Units prior to the time the Committee has determined the 
Ultimate Payment Value(s) assigned to all Performance Units.  To the 
extent applicable, if a Threshold Objective has not been attained, no 
payment would be made for any Performance Units subject to such 
Threshold Objective.  

     At the discretion of the Committee, however, a payment may be made 
on behalf of a deceased Participant prior to the end of the Performance 
Period based on the above described proration formula and a Base Grant 
Value.  Any payment made with respect to a Participant who has died 
shall be paid to the beneficiary designated by the Participant to 
receive the proceeds of any group life insurance coverage provided for 
the Participant by the Company.  A Participant who has not designated 
such beneficiary, or who desires to designate a different beneficiary, 
may file with the Company a written designation of a beneficiary under 
the Plan, which designation may be changed or revoked only by the 
Participant.  If no designation of beneficiary has been made under such 
life insurance coverage or filed with the Company, distribution shall be 
made to the Participant's spouse, if surviving, and if not, to the 
Participant's estate.  

     No payment will be due any Participant who voluntarily terminates 
employment or whose employment has been involuntarily terminated by the 
Company for 'cause' prior to the end of the Performance Period.  Unless 
otherwise provided by an individual employment agreement, a Participant 
who is deemed terminated for cause pursuant to the terms of the 
applicable Company Severance Pay Plan, shall be deemed terminated for 
cause for purposes of this Plan.  Except in the case of a 'Change of 
Control' situation, any Participant who is terminated for any reason 
during the first year of the Performance Period is not entitled to any 
payment, provided that the Committee, at its discretion, may make a 
payment on behalf of a deceased Participant.  

     No payment will be due any Participant who terminates employment 
and prior to the end of the Performance Period, without the written 
consent to the Company, (a) knowingly discloses confidential information 
concerning the Company, (b) accepts employment, or enters into a 
consulting arrangement with, another direct selling company that 
competes with the Company or (c) solicits any Company employees to leave 
to work for another employer.  

     3.6   Change of Control    In the event that a Change of Control 
should occur, payment will be made with respect to all Performance Units 
as soon as practicable.  The amount to be paid per Performance Unit 
shall be the greater of the Base Grant Value ($100) or such higher 
Ultimate Payment Value up to $200 as may be established by the Committee 
in its discretion.  In the event Change of Control occurs prior to the 
end of the first calendar year of the Performance Period, only Base 
Grant Value will be used.  


IV.   STOCK OPTION GRANTS

     4.1   Initial Option Grants    Any Participant eligible to receive 
an award of Performance Units at the time of initial grants for the 
Performance Period shall also receive a grant of Stock Options.  Stock 
Options may also be granted to certain Participants who are not 
otherwise eligible to receive an award of performance units.  Additional 
options may be granted to active Participants on the first and second 
anniversary dates of the initial grant or at such other times as the 
Committee may determine.  The Committee shall approve (a) all specific 
grants of Stock Options to Senior Officers and (b) an aggregate number 
of Stock Options to be granted other Participants, which shall be 
allocated by the Company's Chief Executive Officer.  

     4.2   Supplemental Option Grants    Participants who are first 
awarded Performance Units subsequent to the date of the initial grants 
may also receive a grant of Stock Options.  

     4.3   Terms and Conditions    One-third of the shares covered by 
each Stock Option grant under the Plan shall be exercisable one year 
following the date of grant with another one-third exercisable one year 
thereafter and the final one-third one year after that.  The 
exercisability of Stock Options is not affected by the Plan's 
performance objectives affecting Performance Units.  All other terms and 
conditions shall be set forth in a form of Stock Option Agreement.  All 
Stock Options granted under this Plan shall be consistent with, and 
subject to, the terms and conditions of the 1993 Stock Incentive Plan.  

     4.4   Elective Stock Options    Within 60 days of the initial 
grant, a Participant may irrevocably elect, subject to the approval of 
the Committee, to exchange up to 50% of his or her initially granted 
Performance Units for additional 'Elective Stock Options'.  Terms and 
conditions relating to the exchange of Performance Units for Elective 
Stock Options will be established by the Committee; the exercise terms 
for Elective Stock Options may be different than those for regular stock 
option grants under this Plan.  In no event may any one Participant, 
however, receive stock options which, when aggregated with all of his or 
her other stock options and stock incentives awarded pursuant to the 
1993 Plan, exceed 10% of the Maximum Plan Shares issuable under the 1993 
Plan.


V.   RESTRICTED STOCK GRANTS

     At any time, and from time to time, during the Performance Period 
the Committee, at its discretion, may make grants of Restricted Stock to 
selected key employees.  Such grants principally would be made for the 
purpose of attracting and retaining those individuals for whom such form 
of additional incentive compensation is deemed to be necessary and in 
the best interests of the Company.  Such awards of Restricted Stock need 

not be affected by the terms and conditions of this Plan applicable to 
grants of Performance Units or Stock Options.  

     The terms and conditions of any grant of Restricted Stock shall be 
set forth in a Stock Incentive Agreement executed by the employee and 
the Company.  Such terms and conditions shall be consistent with the 
1993 Stock Incentive Plan.  Dividends on such shares, even though not 
vested, may, at the Committee's discretion, be paid out currently.  


VI.   MISCELLANEOUS

     6.1   The Company, the Board of Directors, the Committee and the 
officers and other employees of the Company shall not be liable for any 
action taken in good faith in interpreting and administering the Plan. 

     6.2   Pursuant to the provisions of the 1993 Stock Incentive Plan, 
the Company shall deduct from all cash payments and distributions under 
the Plan any taxes required to be withheld by federal, state, or local 
governments.  

     6.3   The establishment of the Plan shall not be construed as 
conferring on any Participant any right to continued employment or 
employment in any position, and the employment of any Participant may be 
terminated by the Company or by the Participant without regard to the 
effect which such action might have upon him or her as a Participant in 
the Plan.  

     6.4   No benefit under the Plan shall be subject in any manner to 
anticipation, alienation, sale, transfer, assignment, pledge, 
encumbrance, or charge; and any attempt to do so shall be void.  No such 
benefit shall, prior to receipt thereof by the Participant, be in any 
manner liable for or subject to the debts, contracts, liabilities, 
engagements, or torts of the Participant.  No benefit or promise 
hereunder shall be secured by any specific assets of the Company, nor 
shall any assets of the Company be designated as attributable or 
allocated to the satisfaction of the Company's obligations under the 
Plan. 

     6.5   The Committee at any time may terminate and in any respect 
amend or modify the Plan, so long as such amendment does not adversely 
affect the rights of any Participant with respect to Performance Units 
and Stock Options granted prior to such amendment.  The Committee shall 
have the power to interpret the Plan and all interpretations, 
determinations and actions by the Committee shall be final, conclusive 
and binding upon all parties.  

     6.6   The Plan shall be governed by and subject to the laws of the 
State of New York to the extent not preempted by federal law.  


VII.   EFFECTIVE DATE

     This Plan is effective as of January 1, 1997, and its three-year 
Performance Period will commence with the Calendar Year 1997.