NEW YORK — At a time of dizzying change in the cosmetics industry, Avon Products Inc., the world's leading direct seller of beauty products, is rewriting its 115-year-old rules of doing business.

        “We want to shake things up,” said Andrea Jung, chief executive officer. “We can't be staid. It's scary, risky, but fun.”

        The $5.7 billion company, which has built its business on direct sales, is preparing to launch its first retail brand. BeComing is slated for this fall in 200 J.C. Penney Co. and Sears, Roebuck & Co. stores.

        Next year, the line — ranging from spa creams and candles to lipstick and cooling foot spray for mothers-to-be — is expected to be in more than 500 stores.

        BeComing's prices are up to twice that of the Avon brand, and will be aimed at a younger, more educated consumer. Average age range for Avon is 35 to 55.

        The company is by no means retiring the Avon Lady. Last year, it spent $100 million in Avon's core business, including advertising and revamping its e-commerce site. It's investing another $40 million this year.

        This month, the company unveiled a line of nutritional and aromatherapy products, and Ms. Jung also wants to develop a teen beauty line.

        Avon is stepping into new terrain as competition in the $35 billion cosmetic industry is heating up. It's going up against a mixed bag of specialty stores, from Victoria's Secret and Sephora to Ba nana Republic, all of which are expanding or retooling formats. Meanwhile, department stores are offering free makeovers and new brands with limited distribution elsewhere.

        The definition of beauty is also expanding. Avon and others are now tapping into products, like serums that help reduce stress.

        “Competition is fierce,” said Kurt Barnard, a retail consultant. “Avon has a hard road ahead of them.”

        “The cosmetics market is very fragmented,” said Wendy Liebmann, president of WSL Strategic Retail, a consulting firm. “Consumers are not loyal to total lines or stores.”

        Avon projects BeComing could generate $200 million to $300 million in U.S. sales alone by 2005. Plans also call for distribution in the United Kingdom and Mexico, Ms. Jung said.

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