FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Kennedy David L   2. Issuer Name and Ticker or Trading Symbol REVLON INC /DE/ [REV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice Chairman (Last) (First) (Middle) C/O REVLON, INC., 237 PARK AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 10/08/2009 (Street) NEW YORK, NY 10017 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, par value $0.01 per share 10/08/2009   D   127,001 D (1) 171,583 (2) D   Series A Preferred Stock, par value $0.01 per share 10/08/2009   A   127,001 A (1) 127,001 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kennedy David L C/O REVLON, INC., 237 PARK AVENUE NEW YORK, NY 10017	X		Vice Chairman

Signatures

/s/ Robert K. Kretzman for David L. Kennedy pursuant to a Power of Attorney granted on 3/2/06		10/13/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reporting person exchanged 127,001 shares of Class A Common Stock, par value $0.01 per share, for 127,001 shares of Series A Preferred Stock, par value $0.01 per share, in an issuer exchange offer.
(2)	Of the 171,583 shares beneficially owned, (a) 11,666 shares are unvested restricted shares that the reporting person was granted on 11/16/06 which vest on 11/16/09; (b) 55,667 shares are unvested restricted shares that the reporting person was granted on 12/10/07, of which 27,833 vest on 1/2/10 and 27,834 vest on 1/2/11; (c) 84,250 shares are unvested restricted shares that the reporting person was granted on 12/9/08 which vest in substantially equal installments on 1/10/10, 1/10/11 and 1/10/12; and (d) 20,000 shares are shares of Class A Common Stock held in the reporting person's account under the Revlon Employees' Savings, Investment and Profit Sharing Plan.

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