NO PURCHASE NECESSARY.

Avon (Sponsor), whose address is Avon Products, Inc., 1251 Avenue of the Americas, New York, NY 10020, is sponsoring the “Let’s Talk” Sweepstakes (“Sweepstakes”).

TO ENTER: There will be Quarterly Drawings throughout 2002 (drawings will be held once approximately every three (3) months), as described below, and one (1) final Grand Prize Drawing. To enter each Quarterly Drawing, visit http://www.avon.com between the dates specified below, complete the required entry information and submit your entry. Your entry will be entered into the Quarterly Drawing that is in progress at the time you submit your entry and will be eligible for only that Quarterly Drawing. You must submit a separate entry, during the appropriate time period, for each Quarterly Drawing you wish to enter. Each entry into a quarterly drawing will also constitute one (1) entry into the Grand Prize Drawing. You may only enter each Quarterly Drawing once, and you may only receive a maximum of four (4) entries into the Grand Prize Drawing. You may only win one (1) prize in one (1) Quarterly Drawing, but you will remain eligible for the Grand Prize Drawing, even if you have won a prize in a Quarterly Drawing. Entries into any of the Quarterly Drawings after you have already won a prize will not be eligible for further Quarterly Drawing prizes, but will be eligible for the Grand Prize Drawing (subject to the permitted maximum of four (4) entries).

All entries must be submitted during the following time periods:

• First Quarterly Drawing: 12 a.m. EST, January 25, 2002 through 11:59 p.m. EST February 28, 2002.
• Second Quarterly Drawing: 12am EST, April 26 through 11:59p.m EST June 15,2002.  
• Third Quarterly Drawing:  12am EST July 19 through 11:59pm EST August 31, 2002.
• Fourth Quarterly Drawing: Dates to be announced.  Please check back later.

DRAWINGS: Quarterly Drawings:

Approximately 5 days after the conclusion of each of the Quarterly Drawing time periods as listed above, random drawings will be conducted from among all eligible entries received that Quarter to select forty-three (43) total winners per Quarterly Drawing, consisting of three (3) First-prize winners, twenty-five (25) Second prize winners, and fifteen (15) Third prize winners. The drawings will be conducted as follows: the First Quarterly Drawing will take place on or about 3/4/02. The Second will take place on or about 6/20/02. The Third, and Fourth Quarterly Drawings will take place on dates to be announced.  Please check back often for the entry dates and the drawing dates for these Drawings.

Grand Prize Drawing:

On or about 12/20/02, a random drawing will be conducted from among all eligible entries received to select one (1) Grand Prize winner.

All drawings (Quarterly Drawings and Grand Prize Drawing) will be conducted by a PEOPLE magazine representative, whose decisions are final and binding in all matters relating to the Sweepstakes. Odds of winning depend on the number of eligible entries received. Potential winners will be notified by e-mail within thirty (30) days of the drawing. If a potential winner does not respond within fourteen (14) days, an alternative entrant may be selected in his or her place at random from all entries received.

PRIZES:

Quarterly Drawings Prizes:

•  Three (3) FIRST PRIZES: A $100 Online Shopping Spree at www.avon.com (Approximate retail value of each: $100).
• Twenty-five (25) SECOND PRIZES: One (1) featured full size Avon product per winner (Approximate retail value of each: $12).
•  FIFTEEN (15) THIRD PRIZES: One (1) PEOPLE Entertainment Almanac per winner (Approximate retail value of each: $10).

Grand Prize:

• ONE (1) GRAND PRIZE: A trip for two (2) to NYC to get pampered at the AVON Spa. Package includes: Two (2) coach round trip tickets to NYC from the major airport nearest the winner’s residence, a two (2) night stay for two (2) at a 4-star NYC hotel (double occupancy accommodations) to be selected by Sponsor, and one (1) complimentary day of beauty at the AVON Salon & Spa in NYC. (Approximate total retail value: $1800 depending on the location of the winner’s residence.)  All federal, state and local taxes, and all other expenses, including, but not limited to, travel to and from airports, are the sole responsibility of the winner.

Total estimated retail value of all prizes:  $2550.

ELIGIBILITY: Sweepstakes open to legal residents of the United States, 18 years or older, who have internet access prior to July 19, 2002.  Employees, officers, directors, agents, and representatives of Sponsor, its affiliate companies, subsidiaries, advertising and promotion agencies, and prize providers (“Affiliate Entities”) and their immediate families are not eligible. Void in Florida, Puerto Rico, and where prohibited by law.

GENERAL CONDITIONS:  No cash substitution, transfer or assignment of any prize allowed, except by Sponsor, who reserves the right to substitute a prize of equal or greater value. By accepting the prize, the Winner grants to Sponsor the right to use the winner's name, address and/or likeness for advertising and trade purposes without further compensation or permission, unless prohibited by law. The Grand Prize winner will be required to execute and return an Affidavit of Eligibility and Liability/Publicity Release within fourteen (14) days of issuance of these documents. Non-compliance within this time period or return of any prize/prize documentation as undeliverable may result in disqualification and selection of an alternate winner from the remaining eligible entries. Travel companion of Grand Prize winner must sign a Liability/Publicity Release and return same with winner’s documents. No one under the age of 18 will be permitted to travel unless accompanied by their parent or legal guardian. Travel is subject to availability, holiday/blackout, and other trip conditions and restrictions.  No extension or substitution of trip dates is permitted, except at Sponsor’s sole discretion.  Tickets are non-transferable.  Reservations must be made at least eight (8) weeks in advance of travel dates.  Once trip dates/times have been determined, no change or substitution of trip dates/times is permitted.  Winner and guests must take trip on such dates/times or trip will be forfeited.  Winner and guests must travel together.  Winner and guests are responsible for all ground transportation.  Winner and guests are responsible for all other costs and incidentals, including gratuities, phone calls, and all meals not provided by Sponsor.  By acceptance of Grand Prize, winner and his/her travel companion agree to release Sponsor and its advertising, promotion and production agencies from any and all liability, claims or actions of any kind whatsoever for injuries, damages or losses to persons and property which may be sustained in connection with (i) their participation in the promotion, (ii) the receipt, ownership or use of the prize or (iii) the preparation for, participation in and/ or travel to or from any prize-related activity.  All local, state and federal taxes on prizes, and any other expenses not explicitly stated herein, are the sole responsibility of the individual winners.

INTERNET AND SWEEPSTAKES CONDITIONS: In the event of a dispute as to the identity of a winner based on an e-mail address, the winning entry will be deemed made by the “authorized account holder,” who is deemed to be the natural person who is assigned to an e-mail address by an Internet access provider, service provider, or other online organization that is responsible for assigning e-mail addresses for the domain associated with the submitted address. The Sponsor is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers, or providers, computer equipment, software, failure of any e-mail or entry to be received by Sponsor on account of technical problems or traffic congestion on the Internet or at any web site, any combination thereof, or otherwise, including any injury or damage to entrant’s or any other person’s computer related to or resulting from participation or downloading any materials in the Sweepstakes. Sponsor assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, entries. If for any reason the Sweepstakes is not capable of running as planned, including due to infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failure, human error or any other causes beyond the control of the Sponsor that corrupt or affect the administration, security, fairness integrity, or proper conduct of the Sweepstakes, Sponsor reserves the right in its sole discretion, to disqualify any individual who tampers with the entry process, and to cancel, terminate, modify or suspend the Sweepstakes. In the event this Sweepstakes is cancelled, Sponsor, in its sole discretion, may conduct a random drawing to award all remaining prizes from among all eligible, non-suspect, entries received as of the date and time the Sweepstakes was terminated.  CAUTION: ANY ATTEMPT BY AN ENTRANT TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.