EXHIBIT 8.1

                    Skadden, Arps, Slate, Meagher & Flom LLP
                                 4 Times Square
                             New York, NY 10036-6522



                                                     March __, 2003


Revlon, Inc.
625 Madison Avenue
New York, N.Y. 10022


                      Re:  Revlon, Inc. Registration Statement on Form S-3
                           Registration No. 333-102969

Ladies and gentlemen:

                  We have acted as counsel to Revlon, Inc., a Delaware
corporation (the "Company"), in connection with the above-captioned registration
statement on Form S-3 filed with the Securities and Exchange Commission (the
"Commission") on February 5, 2003, as amended by Amendment 1 thereto filed with
the Commission on March __,2003 (such registration statement, as so amended, the
"Registration Statement") for the purpose of registering transferable
subscription rights ( the "Rights") distributed in connection with a rights
offering by the Company to holders of record of its Class A and Class B common
stock, par value $0.01 per share (collectively the "Holders") and (ii) up to [3,
913,044] shares of the Company's Class A common stock, par value $0.01 per share
(the "Class A Common Stock"), issuable upon the exercise of the Rights.

                  This opinion is being provided to you in accordance with the
requirements of Item 601(b)(8) of Regulation S-K under the Securities Act.

                  In rendering our opinion set forth below, we have reviewed the
Registration Statement, the prospectus thereunder (the "Prospectus") and such
other materials as we have deemed necessary or appropriate as a basis for our
opinion. In addition, we have considered the current provisions of the Internal
Revenue Code of



Revlon, Inc.
March   ,2003
Page 2


1986, as amended (the "Code"), Treasury regulations promulgated thereunder,
judicial decisions and Internal Revenue Service ("Service") rulings, all of
which are subject to change, possibly with retroactive effect. A change in the
authorities upon which our opinion is based could affect our conclusions. There
can be no assurances, moreover, that the opinion expressed herein will be
accepted by the Service or, if challenged, by a court.

                  Based solely upon and subject to the foregoing, we are of the
opinion that, although the discussion set forth in the Prospectus under the
heading "CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES" does not
purport to discuss all possible United States federal income tax consequences of
the acquisition, ownership, exercise, exchange and disposition of the Rights and
the Class A Common Stock, such discussion constitutes, in all material respects,
a fair and accurate summary of the United States federal income tax consequences
of the acquisition, ownership, exercise, exchange and disposition of the Rights
and the Class A Common Stock to Holders.

                  Except as set forth above, we express no opinion to any party
as to the tax consequences, whether federal, state, local or foreign, of the
issuance of the Rights or the Class A Common Stock or of any transaction related
to or contemplated by such issuance. We disclaim any undertaking to advise you
of any subsequent changes of the facts stated or assumed herein or any
subsequent changes in applicable law. We hereby consent to the use of our name
under the heading "Legal Matters" in the Prospectus and the filing of this
opinion with the Commission as Exhibit 8.1 to the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Commission promulgated
thereunder.

                                            Very truly yours,