Estee Lauder Companies Inc – ‘S-3/A’ on 11/5/99 – EX-1

On:  Friday, 11/5/99   ·   Accession #:  909518-99-638   ·   File #:  333-85947

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Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Pre-Effective Amendment to Registration Statement     27    129K 
                          for Securities Offered Pursuant to a                   
                          Transaction                                            
 2: EX-1        Underwriting Agreement                                22     88K 
 3: EX-4        Instrument Defining the Rights of Security Holders   109    456K 
 4: EX-5        Opinion re: Legality                                   2     12K 
 5: EX-12       Statement re: Computation of Ratios                    1      9K 
 6: EX-23.1     Consent of Experts or Counsel                          1      6K 
 7: EX-25       Statement re: Eligibility of Trustee                   6     32K 

EX-1   —   Underwriting Agreement
Exhibit Table of Contents

EX-1
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                                                                       EXHIBIT 1

 THE ESTEE LAUDER COMPANIES INC.

 Debt Securities

UNDERWRITING AGREEMENT

New York, New York

To the Representatives named in Schedule I hereto                               
of the Underwriters named in Schedule II hereto                     

Dear Sirs:                                                                      

  The Estee Lauder Companies Inc., a Delaware corporation (the
"Company"), proposes to sell to the underwriters named in Schedule II hereto    
(the "Underwriters"), for whom you are acting as representatives (the           
"Representatives"), the principal amount of its Securities identified in        
Schedule I hereto (the "Securities"), to be issued under an indenture dated as  
of ___________, 1999 (the "Indenture"), between the Company and State Street    
Bank and Trust Company, N.A., as trustee (the "Trustee"), as supplemented by the
First Supplemental Indenture dated as of _______________, 1999. If the firm or  
firms listed in Schedule II hereto include only the firm or firms listed in     
Schedule I hereto, then the terms "Underwriters" and "Representatives", as used 
herein shall each be deemed to refer to such firm or firms.                     

   1. Representations and Warranties. The Company represents and
warrants to, and agrees with each Underwriter that:                             

          (a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933 (the "Act") and has filed with the Securities and        
Exchange Commission (the "Commission") a registration statement or statements   
(the file number or numbers of which is or are set forth in Schedule I hereto), 
including a related preliminary prospectus, on such Form for the registration   
under the Act of the offering and sale of the Securities. The Company may have  
filed one or more amendments thereto, including the related preliminary         
prospectus, and has filed a preliminary prospectus in accordance with Rules 415 
and 424(b)(5), each of which has previously been furnished to you. The Company  
will next file with the Commission one of the following: (i) prior to           
effectiveness of such registration statement, a further amendment thereto,      
including the form of final prospectus, (ii) a final prospectus in accordance   
with Rules 430A and 424(b)(1) or (4), or (iii) a final prospectus in accordance 
with Rules 415 and 424(b)(2) or (5). In the case of clause (ii), the Company has
included in such registration statement or statements, as amended at the        
Effective Date (as hereinafter defined), all information (other than Rule 430A  
Information) required by the Act and the rules thereunder to be included in the 
Prospectus with respect to the Securities and the offering thereof. As filed,   
such amendment and form of final prospectus, or such final prospectus, shall    
include all Rule 430A Information and, except to the extent the                 

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Representatives shall agree in writing to a modification, shall be in all       
substantive respects in the form furnished to you prior to the Execution Time   
or, to the extent not completed at the Execution Time (as hereinafter defined), 
shall contain only such specific additional information and other changes       
(beyond that contained in the latest Preliminary Prospectus) as the Company has 
advised you, prior to the Execution Time, will be included or made therein. If  
the Registration Statement contains the undertaking specified by Regulation S-K 
Item 512(a), the Registration Statement, at the Execution Time, meets the       
requirements set forth in Rule 415(a)(1)(x).                                    

         The terms which follow, when used in this Agreement, shall have the
meanings indicated. The term the "Effective Date" shall mean each date that the 
Registration Statement and any post-effective amendment or amendments thereto   
became or become effective. "Execution Time" shall mean the date and time that  
this Agreement is executed and delivered by the parties hereto. "Preliminary    
Prospectus" shall mean any preliminary prospectus referred to in the preceding  
paragraph and any preliminary prospectus included in the Registration Statement 
at the Effective Date that omits Rule 430A Information. "Prospectus" shall mean 
the prospectus relating to the Securities that is first filed pursuant to Rule  
424(b) after the Execution Time or, if no filing pursuant to Rule 424(b) is     
required, shall mean the form of final prospectus included in the Registration  
Statement at the Effective Date. "Registration Statement" shall mean the        
registration statement or statements referred to in the preceding paragraph,    
including incorporated documents as of the filing of the Company's Quarterly    
Report on Form 10-Q for the three month period ended __________________,        
exhibits and financial statements, in the form in which it or they has or have  
or shall become effective and, in the event any post-effective amendment thereto
becomes effective prior to the Closing Date (as hereinafter defined), shall also
mean such registration statement or statements as so amended. Such term shall   
include Rule 430A Information deemed to be included therein at the Effective    
Date as provided by Rule 430A. "Rule 415", "Rule 424", "Rule 430A" and          
"Regulation S-K" refer to such rules under the Act. "Rule 430A Information"     
means information with respect to the Securities and the offering thereof       
permitted to be omitted from the Registration Statement when it becomes         
effective pursuant to Rule 430A. Any reference herein to the Registration       
Statement, a Preliminary Prospectus or the Prospectus shall be deemed to refer  
to and include the documents incorporated by reference therein pursuant to Item 
12 of Form S-3 which were filed under the Securities Exchange Act of 1934 (the  
"Exchange Act") on or before the effective date of the Registration Statement or
the date of such Preliminary Prospectus or the Prospectus, as the case may be;  
and any reference herein to the terms "amend", "amendment" or "supplement" with 
respect to the Registration Statement, any Preliminary Prospectus or the        
Prospectus shall be deemed to refer to and include the filing of any document   
under the Exchange Act after the effective date of the Registration Statement,  
or the date of any Preliminary Prospectus or the Prospectus, as the case may be,
deemed to be incorporated therein by reference.                                 

        (b) On the Effective Date, the Registration Statement did or will,
and when the Prospectus is first filed (if required) in accordance with Rule    
424(b) and on the                                                               

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Closing Date, the Prospectus (and any supplements thereto) will, comply in all  
material respects with the applicable requirements of the Act and the Exchange  
Act and the respective rules thereunder; on the Effective Date and on the       
Closing Date the Indenture did or will comply in all material respects with the 
requirements of the Trust Indenture Act of 1939 (the "Trust Indenture Act") and 
the rules thereunder; on the Effective Date, the Registration Statement did not 
or will not contain any untrue statement of a material fact required to be      
stated therein or necessary in order to make the statements therein not         
misleading; and, on the Effective Date, the Prospectus, if not filed pursuant to
Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule
424(b) and on the Closing Date, the Prospectus (together with any supplement    
thereto) will not, include any untrue statement of a material fact or omit to   
state a material fact necessary in order to make the statements therein, in the 
light of the circumstances under which they were made, not misleading; provided,
however, that the Company makes no representations or warranties as to (i) that 
part of the Registration Statement which shall constitute the Statement of      
Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the   
Trustee or (ii) the information contained in or omitted from the Registration   
Statement or the Prospectus (or any supplement thereto) in reliance upon and in 
conformity with information furnished in writing to the Company by or on behalf 
of any Underwriter through the Representatives specifically for use in          
connection with the preparation of the Registration Statement or the Prospectus 
(or any supplement thereto).                                                    

      2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company  
agrees to sell to each Underwriter, and each Underwriter agrees, severally and  
not jointly, to purchase from the Company, at the purchase price set forth in   
Schedule I hereto, the respective principal amounts of the Securities set forth 
opposite each respective Underwriter's name in Schedule II hereto, except that, 
if Schedule I hereto provides for the sale of Securities pursuant to delayed    
delivery arrangements, the respective principal amounts of Securities to be     
purchased by the Underwriters shall be as set forth in Schedule II hereto, less 
the respective amounts of Contract Securities determined as provided below.     
Securities to be purchased by the Underwriters are herein sometimes called the  
"Underwriters' Securities" and Securities to be purchased pursuant to Delayed   
Delivery Contracts as hereinafter provided are herein called "Contract          
Securities".                                                                    

          If so provided in Schedule I hereto, the Underwriters are authorized
to solicit offers to purchase Securities from the Company pursuant to delayed   
delivery contracts ("Delayed Delivery Contracts"), substantially in the form of 
Schedule III hereto but with such changes therein as the Company may authorize  
or approve. The Underwriters will endeavor to make such arrangements and, as    
compensation therefor, the Company will pay to the Representatives, for the     
account of the Underwriters, on the Closing Date, the percentage set forth in   
Schedule I hereto of the principal amount of the Securities for which Delayed   
Delivery Contracts are made. Delayed Delivery Contracts are to be with          
institutional investors, including commercial and savings banks, insurance      
companies, pension funds, investment companies and educational and charitable   
institutions. The Company will make Delayed Delivery Contracts in all cases     
where sales                                                                     

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of Contract Securities arranged by the Underwriters have been approved by the   
Company but, except as the Company may otherwise agree, each such Delayed       
Delivery Contract must be for not less than the minimum principal amount set    
forth in Schedule I hereto and the aggregate principal amount of Contract       
Securities may not exceed the maximum aggregate principal amount set forth in   
Schedule I hereto. The Underwriters will not have any responsibility in respect 
of the validity or performance of Delayed Delivery Contracts. The principal     
amount of Securities to be purchased by each Underwriter as set forth in        
Schedule II hereto shall be reduced by an amount which shall bear the same      
proportion to the total principal amount of Contract Securities as the principal
amount of Securities set forth opposite the name of such Underwriter bears to   
the aggregate principal amount set forth in Schedule II hereto, except to the   
extent that you determine that such reduction shall be otherwise than in such   
proportion and so advise the Company in writing; provided, however, that the    
total principal amount of Securities to be purchased by all Underwriters shall  
be the aggregate principal amount set forth in Schedule II hereto, less the     
aggregate principal amount of Contract Securities.                              

3. Delivery and Payment. Delivery of and payment for the  
Underwriters' Securities shall be made at the office, on the date and at the    
time specified in Schedule I hereto, which date and time may be postponed by    
agreement between the Representatives and the Company or as provided in Section 
8 hereof (such date and time of delivery and payment for the Securities being   
called the "Closing Date"). Delivery of the Underwriters' Securities shall be   
made to the Representatives for the respective account of the several           
Underwriters against payment by the several Underwriters through the            
Representatives of the purchase price thereof to or upon the order of the       
Company by certified or official bank check or checks payable, or wire          
transfers, in immediately available funds. The Securities shall be delivered in 
definitive global form through the facilities of The Depository Trust Company.  

4. Agreements.                                            

(A) The Company agrees with the several Underwriters that:

         (a) The Company will use its best efforts to cause the Registration
Statement, and any amendment thereof, if not effective at the Execution Time, to
become effective. If the Registration Statement has become or becomes effective 
pursuant to Rule 430A, or filing of the Prospectus is otherwise required under  
Rule 424(b), the Company will file the Prospectus, properly completed, pursuant 
to the applicable paragraph of Rule 424(b) within the time period prescribed and
will provide evidence satisfactory to the Representatives of such timely filing.
The Company will promptly advise the Representatives (i) when the Registration  
Statement shall have become effective, (ii) when any amendment to the           
Registration Statement relating to the Securities shall have become effective,  
(iii) of any request by the Commission for any amendment of the Registration    
Statement or amendment of or supplement to the Prospectus or for any additional 
information, (iv) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the institution or           
threatening of any proceeding for that purpose and (v) of the receipt by the    
Company of                                                                      

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any notification with respect to the suspension of the qualification of the     
Securities for sale in any jurisdiction or the initiation or threatening of any 
proceeding for such purpose. The Company will use its best efforts to prevent   
the issuance of any such stop order and, if issued, to obtain as soon as        
possible the withdrawal thereof. The Company will not file any amendment of the 
Registration Statement or supplement to the Prospectus unless the Company has   
furnished you a copy for your review prior to filing and will not file any such 
proposed amendment or supplement to which you reasonably object.                

         (b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of which   
the Prospectus as then amended or supplemented would include any untrue         
statement of a material fact or omit to state any material fact necessary to    
make the statements therein in the light of the circumstances under which they  
were made not misleading, or if it shall be necessary to amend or supplement the
Prospectus to comply with the Act or the Exchange Act or the respective rules   
thereunder, the Company will give the Representatives immediate notice of the   
occurrence of such event and promptly will prepare and file with the Commission,
subject to the first sentence of paragraph (a) of this Section 4, an amendment  
or supplement which will correct such statement or omission or an amendment     
which will effect such compliance.                                              

           (c) The Company will make generally available to its security holders
and to the Representatives as soon as practicable, but not later than 45 days   
after the end of the 12-month period beginning at the end of the current fiscal 
quarter of the Company, an earnings statement (which need not be audited) of the
Company and its subsidiaries, covering a period of at least 12 months beginning 
after the end of the current fiscal quarter of the Company, which will satisfy  
the provisions of Section 11(a) of the Act.                                     

         (d) The Company will furnish to the Representatives and counsel for
the Underwriters, without charge, copies of the Registration Statement          
(including exhibits thereto) and each amendment thereto which shall become      
effective on or prior to the Closing Date and, so long as delivery of a         
prospectus by an Underwriter or dealer may be required by the Act, as many      
copies of any Preliminary Final Prospectus and the Final Prospectus and any     
amendments thereof and supplements thereto as the Representatives may reasonably
request.                                                                        

          (e) The Company will arrange for the qualification of the Securities
for sale under the laws of such jurisdictions as the Representatives may        
reasonably designate, will maintain such qualifications in effect so long as    
required for the distribution of the Securities and will arrange for the        
determination of the legality of the Securities for purchase by institutional   
investors.                                                                      

       (f) Until the earlier of the day on which the distribution of the
Securities is completed or the business day following the Closing Date, the     
Company will not, without the consent of the Representatives, offer or sell, or 
announce the offering of, any debt securities covered by the Registration       
Statement or any other registration statement filed under the Act.              

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(B) The several Underwriters agree with the Company that: 

        (a) The several Underwriters will pay the expenses of printing all
documents relating to the offering.                                             

   (b) The several Underwriters will pay the reasonable fees and
disbursements of outside counsel for the Company and the Trustee relating to the
offering.                                                                       

         (c) The several Underwriters will pay any fees of Moody's Investors
Service, Inc. and Standard & Poor's Ratings Group, a division of the McGraw-Hill
Companies, Inc. relating to the rating of the Securities.                       

         (d) The several Underwriters will pay the fees and disbursements of
Arthur Andersen LLP relating to the preparation of the letter required by       
Section 5(e) of this Agreement.                                                 

           5. Conditions to the Obligations of the Underwriters. The obligations
of the Underwriters to purchase the Underwriters' Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company   
contained herein as of the Execution Time, as of the date of the effectiveness  
of any amendment to the Registration Statement filed prior to the Closing Date  
(including the filing of any document incorporated by reference therein) and as 
of the Closing Date, to the accuracy of the statements of the Company made in   
any certificates pursuant to the provisions hereof, to the performance by the   
Company of its obligations hereunder and to the following additional conditions:

         (a) If the Registration Statement has not become effective prior to
the Execution Time, unless the Representatives agree in writing to a later time,
the Registration Statement shall have become effective not later than (i) 6:00  
P.M. New York City time, on the date of determination of the public offering    
price, if such determination occurred at or prior to 3:00 P.M. New York City    
time on such date or (ii) 12:00 Noon on the business day following the day on   
which the public offering price was determined, if such determination occurred  
after 3:00 P.M. New York City time on such date; if filing of the Prospectus, or
any supplement thereto, is required pursuant to Rule 424(b), the Prospectus     
shall have been filed in the manner and within the time period required by Rule 
424(b); and no stop order suspending the effectiveness of the Registration      
Statement, as amended from time to time, shall have been issued and no          
proceedings for that purpose shall have been instituted or threatened.          

  (b) The Company shall have furnished to the Representatives:

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           (i) the opinion of the General Counsel, an Assistant General Counsel,
an Associate General Counsel or other counsel of the Company, dated the Closing 
Date, to the effect that:                                                       

                 (A) the Company is validly existing as a corporation in
      good standing under the laws of the State of Delaware, with full
         corporate power and authority to own its properties and conduct its
          business as described in the Prospectus, and is duly qualified to do
         business as a foreign corporation and is in good standing under the
       laws of each jurisdiction within the United States which requires
          such qualifications wherein it owns or leases material properties or
conducts material business;                               

                    (B) the Securities conform in all material respects to the
description thereof contained in the Prospectus;          

                  (C) the Indenture has been duly authorized, executed and
           delivered, has been duly qualified under the Trust Indenture Act, and
           constitutes a legal, valid and binding obligation enforceable against
     the Company in accordance with its terms (subject to applicable
  bankruptcy, insolvency, fraudulent transfer, reorganization,
   moratorium and other similar laws affecting creditors' rights
generally from time to time in effect, and subject, as to 
    enforceability, to general principles of equity, regardless of
         whether such enforceability is considered in a proceeding in equity
        or at law); and the Securities have been duly authorized and, when
         executed and authenticated in accordance with the provisions of the
          Indenture and delivered to and paid for by the Underwriters pursuant
           to this Agreement, in the case of the Underwriters' Securities, or by
           the purchasers thereof pursuant to Delayed Delivery Contracts, in the
       case of any Contract Securities, will constitute legal, valid and
        binding obligations of the Company entitled to the benefits of the
         Indenture (subject to applicable bankruptcy, insolvency, fraudulent
  transfer, reorganization, moratorium, and other similar laws
        affecting creditors' rights generally from time to time in effect,
         and subject, as to enforceability, to general principles of equity,
  regardless of whether such enforceability is considered in a
proceeding in equity or at law);                          

                (D) to the best knowledge of such counsel, there is no
          pending or threatened action, suit or proceeding before any court or
        governmental agency, authority or body or any arbitrator involving
           the Company or any of its subsidiaries, of a character required to be
     disclosed in the Registration Statement which is not adequately
         disclosed in the Prospectus, and there is no franchise, contract or
   other document of a character required to be described in the
         Registration Statement or Prospectus, or to be filed as an exhibit,
which is not described or filed as required;              

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                   (E) the Registration Statement and any amendments thereto
     have become effective under the Act; any required filing of the
       Prospectus and any supplement thereto pursuant to Rule 424(b) has
         been made in the manner and within the time period required by Rule
  424(b); to the best knowledge of such counsel, no stop order
    suspending the effectiveness of the Registration Statement, as
        amended, has been issued, and no proceedings for that purpose have
   been instituted or are pending or contemplated under the Act;

                    (F) this Agreement and any Delayed Delivery Contracts have
  been duly authorized, executed and delivered by the Company;

                   (G) no authorization, approval or other action by, and no
    notice to, consent of, order of, or filing with, any New York,
        Delaware corporate or Federal governmental authority or regulatory
body is required for the consummation of the transactions 
           contemplated herein or in any Delayed Delivery Contracts, except such
           as have been obtained under the Act and such as may be required under
           the blue sky laws of any jurisdiction in connection with the purchase
 and distribution of the Securities and such other approvals
(specified in such opinion) as have been obtained;        

                (H) such counsel has no reason to believe that (1) the
     Registration Statement and the Prospectus (except the financial
  statements and the notes thereto and other information of an
           accounting or financial nature included therein, and the Statement of
       Eligibility (Form T-1) included as an exhibit to the Registration
        Statement, as to which such counsel need express no view) were not
          appropriately responsive in all material respects to requirements of
        the Act and the applicable rules and regulations of the Commission
    thereunder and (2) the Registration Statement or any amendment
  thereof at the time it became effective contained any untrue
        statement of a material fact or omitted to state any material fact
       required to be stated therein or necessary to make the statements
  therein not misleading or that the Prospectus, as amended or
       supplemented, contains any untrue statement of a material fact or
     omits to state a material fact necessary to make the statements
        therein, in light of the circumstances under which they were made,
          not misleading (in each case except for the financial statements and
           the notes thereto and other information of an accounting or financial
       nature included therein, as to which such counsel need express no
view); and                                                

               (I) none of the issue and sale of the Securities, the
          consummation of any other of the transactions herein contemplated or
    the fulfillment of the terms hereof or of any Delayed Delivery
          Contracts will conflict with, result in a breach of, or constitute a
          default under, the charter or by-laws of the Company or the terms of
any material indenture or other                           

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         material agreement or instrument known to such counsel and to which
        the Company or any of its subsidiaries is a party or bound, or any
        decree or regulation known to such counsel to be applicable to the
       Company or any of its subsidiaries of any court, regulatory body,
   administrative agency, governmental body or arbitrator having
jurisdiction over the Company or any of its subsidiaries. 

         The statements described in one or more of the foregoing paragraphs
of this subsection 5(b)(i) may be omitted from the opinion of such counsel;     
provided, however, that in such event the Company shall also have furnished to  
the Representatives the corresponding opinion or letter of Weil, Gotshal &      
Manges LLP, counsel for the Company, described in subsection 5(b)(ii) or        
5(b)(iii) immediately following.                                                

           (ii) in the event that the statements described in one or more of the
paragraphs of foregoing subsection 5(b)(i) is omitted from the opinion delivered
pursuant to such subsection, the opinion of Weil, Gotshal & Manges LLP, counsel 
for the Company, dated the Closing Date, to the effect of the statements so     
omitted.                                                                        

     In rendering such opinions, any such counsel may rely (A) as to
matters involving the application of laws of any jurisdiction other than the    
State of New York or the United States, to the extent they deem proper and      
specified in such opinion, upon the opinion of other counsel of good standing   
whom they believe to be reliable and who are satisfactory to counsel for the    
Underwriters; and (B) as to matters of fact, to the extent they deem proper, on 
certificates of responsible officers of the Company and public officials.       

   (iii) in the event that the statements in paragraph (H)(1) of
subsection 5(b)(i) are omitted from the opinion provided pursuant to such       
subsection, a letter of Weil, Gotshal & Manges LLP dated the Closing Date to the
effect that, having participated in conferences with certain officers of, and   
with the accountants for, the Company and having made certain inquiries and     
investigations in connection with the preparation of the Registration Statement 
and the Prospectus, such counsel has no reason to believe that (i) the          
Registration Statement and the Prospectus (except the financial statements and  
the notes thereto and other information of an accounting or financial nature    
included therein, and the Statement of Eligibility (Form T-1) included as an    
exhibit to the Registration Statement, as to which such counsel need express no 
view) were not appropriately responsive in all material respects with           
requirements of the Act and the applicable rules and regulations of the         
Commission thereunder and (ii) the Registration Statement at the Effective Date 
contained an untrue statement of a material fact or omitted to state a material 
fact required to be stated therein or necessary to make the statements therein  
not misleading, or that the Prospectus on the Closing Date includes any untrue  
statement of a material fact or omits to state a material fact necessary in     
order to make the statements therein, in light of the circumstances under which 
they were made, not misleading (in each case except for the financial statements
and the notes thereto and other information of an accounting or financial nature
included therein, as to which such counsel need express no view).               

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        (c) The Representatives shall have received from ________________,
counsel for the Underwriters, such opinion or opinions, dated the Closing Date, 
with respect to the issuance and sale of the Securities, the Indenture, any     
Delayed Delivery Contracts, the Registration Statement, the Prospectus and other
related matters as the Representatives may reasonably require, and the Company  
shall have furnished to such counsel such documents as they request for the     
purpose of enabling them to pass upon such matters.                             

   (d) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the principal financial or accounting     
officer (or Vice President and Treasurer) of the Company, dated the Closing     
Date, to the effect that the signer of such certificate has carefully examined  
the Registration Statement, the Prospectus, any supplement to the Prospectus and
this Agreement and that:                                                        

   (i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of the Closing
Date with the same effect as if made on the Closing Date and the Company has    
complied with all the agreements and satisfied all the conditions on its part to
be performed or satisfied at or prior to the Closing Date;                      

         (ii) no stop order suspending the effectiveness of the Registration
Statement, as amended, has been issued and no proceedings for that purpose have 
been instituted or, to the Company's knowledge, threatened; and                 

           (iii) since the date of the most recent financial statements included
in the Prospectus, there has been no material adverse change in the condition   
(financial or other), earnings, business or properties of the Company and its   
subsidiaries, whether or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the Prospectus.             

          (e) At the Closing Date, Arthur Andersen LLP shall have furnished to
the Representatives a letter or letters (which may refer to a letter previously 
delivered to one or more of the Representatives), dated as of the Closing Date, 
in form and substance satisfactory to the Representatives, confirming that they 
are independent accountants within the meaning of the Act and the Exchange Act  
and the respective applicable published rules and regulations thereunder, that  
the response, if any, to Item 10 of the Registration Statement is correct       
insofar as it relates to them and stating in effect that:                       

         (i) in their opinion the audited financial statements and schedules
thereto included or incorporated in the Registration Statement and the          
Prospectus and reported on by them comply as to form in all material respects   
with the applicable accounting requirements of the Exchange Act and the         
published rules and regulations thereunder with respect to financial statements 
and financial statement schedules included or incorporated in annual reports on 
Form 10-K under the Exchange Act;                                               

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          (ii) on the basis of a reading of the unaudited financial statements
included or incorporated in the Registration Statement and the Prospectus and of
the latest unaudited financial statements made available by the Company and its 
subsidiaries; carrying out certain specified procedures (but not an examination 
in accordance with generally accepted auditing standards) which would not       
necessarily reveal matters of significance with respect to the comments set     
forth in such letter; a reading of the minutes of the meetings of the           
stockholders, directors and executive committees of the Company and the         
subsidiaries since the date of the latest audited balance sheet, through a      
specified date not more than five business days prior to the date of the letter;
and inquiries of certain officials of the Company who have responsibility for   
financial and accounting matters of the Company and its subsidiaries as to      
transactions and events subsequent to the date of the most recent financial     
statements incorporated in the Registration Statement and the Prospectus,       
nothing came to their attention which caused them to believe that:              

        (1) any unaudited financial statements included or incorporated in
the Registration Statement and the Prospectus do not comply as to form in all   
material respects with applicable accounting requirements and with the published
rules and regulations of the Commission with respect to financial statements    
included or incorporated in quarterly reports on Form 10-Q under the Exchange   
Act; and said unaudited financial statements are not stated on a basis          
substantially consistent with that of the audited financial statements included 
or incorporated in the Registration Statement and the Prospectus; or            

       (2) with respect to the period subsequent to the date of the most
recent financial statements incorporated in the Registration Statement and the  
Prospectus, there were, at a specified date not more than five business days    
prior to the date of the letter, any increases in long-term debt of the Company 
and its subsidiaries or decreases in the capital stock of the Company or        
decreases in the stockholders' equity of the Company and its subsidiaries as    
compared with the amounts shown on the most recent consolidated balance sheet   
included or incorporated in the Registration Statement and the Prospectus,      
except in all instances for increases or decreases set forth in such letter, in 
which case the letter shall be accompanied by an explanation by the Company as  
to the significance thereof unless said explanation is not deemed necessary by  
the Representatives; and                                                        

       (iii) they have performed certain other procedures as a result of
which they determined that the information described in a schedule to be        
delivered on behalf of the Underwriters of an accounting, financial or          
statistical nature (which is limited to accounting, financial or statistical    
information derived from the general ledger of the Company) set forth in the    
Registration Statement, as amended, the Prospectus, as amended or supplemented, 
and in Exhibit 12 to the Registration Statement (including selected accounting, 
financial or statistical information included or incorporated in the Company's  
Annual Report on Form 10-K incorporated in the Prospectus or any of the         
Company's Quarterly Reports on Form l0-Q incorporated therein), agrees with the 
general ledger of the Company and its subsidiaries, excluding any questions of  
legal interpretation.                                                           

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    References to the Prospectus in this paragraph (e) include any
supplements thereto at the date of the letter.                                  

          (f) Subsequent to the respective dates of which information is given
in the Registration Statement and the Prospectus, there shall not have been (i) 
any change or decrease specified in the letter or letters referred to in        
paragraph (e) of this Section 5 or (ii) any change, or any development involving
a prospective change, in or affecting the business or properties of the Company 
and its subsidiaries the effect of which, in any case referred to in clause (i) 
or (ii) above, is, in the judgment of the Representatives, so material and      
adverse as to make it impractical or inadvisable to proceed with the public     
offering or the delivery of the Securities as contemplated by the Registration  
Statement and the Prospectus.                                                   

        (g) Prior to the Closing Date, the Company shall have furnished to
the Representatives such further information, certificates and documents as the 
Representatives may reasonably request.                                         

           (h) The Company shall have accepted Delayed Delivery Contracts in any
case where sales of Contract Securities arranged by the Underwriters have been  
approved by the Company.                                                        

         (i) Subsequent to the Execution Time, there shall not have been any
decrease in the ratings of any of the Securities by Moody's Investor's Service, 
Inc. ("Moody's") or Standard & Poor's Corporation ("S&P") and neither Moody's   
nor S&P shall have publicly announced that it has placed any of the Securities  
on a credit watch with negative implications.                                   

         If any of the conditions specified in this Section 5 shall not have
been fulfilled in all material respects when and as provided in this Agreement, 
or if any of the opinions and certificates mentioned above or elsewhere in this 
Agreement shall not be in all material respects reasonably satisfactory in form 
and substance to the Representatives and their counsel, this Agreement and all  
obligations of the Underwriters hereunder may be cancelled at, or at any time   
prior to, the Closing Date by the Representatives. Notice of such cancellation  
shall be given to the Company in writing or by telephone or telegraph confirmed 
in writing.                                                                     

    6. Reimbursement of Underwriters' Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the  
obligations of the Underwriters set forth in Section 5 hereof is not satisfied  
or because of any refusal, inability or failure on the part of the Company to   
perform any agreement herein or comply with any provision hereof other than by  
reason of a default by any of the Underwriters, the Company will reimburse the  
Underwriters severally upon demand for all out-of-pocket expenses (including    
reasonable fees and disbursements of counsel) that shall have been incurred by  
them in connection with the proposed purchase and sale of the Securities.       

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7. Indemnification and Contribution.                      

(a) The Company agrees to indemnify and hold harmless each
Underwriter and each person who controls any Underwriter within the meaning of  
either the Act or the Exchange Act against any and all losses, claims, damages  
or liabilities, joint or several, to which they or any of them may become       
subject under the Act, the Exchange Act or other Federal or state statutory law 
or regulation, at common law or otherwise, insofar as such losses, claims,      
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact        
contained in the Registration Statement for the registration of the Securities  
as originally filed or in any amendment thereof, or in any Preliminary          
Prospectus or the Prospectus, or in any amendment thereof or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state     
therein a material fact required to be stated therein or necessary to make the  
statements therein not misleading, and agrees to reimburse each such indemnified
party for any legal or other expenses reasonably incurred, as incurred, by them 
in connection with investigating or defending any such loss, claim, damage,     
liability or action; provided, however, that (i) the Company will not be liable 
in any such case to the extent that any such loss, claim, damage or liability   
arises out of or is based upon any such untrue statement or alleged untrue      
statement or omission or alleged omission made therein in reliance upon and in  
conformity with written information furnished to the Company by or on behalf of 
any Underwriter through the Representatives specifically for use in connection  
with the preparation thereof, and (ii) such indemnity with respect to any       
Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any
person controlling such Underwriter) from whom the person asserting any such    
loss, claim, damage or liability purchased the Securities which are the subject 
thereof if such person did not receive a copy of the Prospectus (or the         
Prospectus as supplemented) excluding documents incorporated therein by         
reference at or prior to the confirmation of the sale of such Securities to such
person in any case where such delivery is required by the Act and the untrue    
statement or omission of a material fact contained in such Preliminary          
Prospectus was corrected in the Prospectus (or the Prospectus as supplemented   
prior to the confirmation of the sale of such Securities to such person). This  
indemnity agreement will be in addition to any liability which the Company may  
otherwise have.                                                                 

          (b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who signs the          
Registration Statement, and each person who controls the Company within the     
meaning of either the Act or the Exchange Act, to the same extent as the        
foregoing indemnity from the Company to each Underwriter, but only with         
reference to written information relating to such Underwriter furnished to the  
Company by or on behalf of such Underwriter through the Representatives         
specifically for use in the preparation of the documents referred to in the     
foregoing indemnity. This indemnity agreement will be in addition to any        
liability which any Underwriter may otherwise have. The Company acknowledges    
that the statements set forth in the last paragraph of the cover page of the    
Prospectus and under the heading "Underwriting" or "Plan of Distribution" and,  
if Schedule I hereto provides                                                   

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for sales of Securities pursuant to delayed delivery arrangements, in the last  
sentence under the heading "Delayed Delivery Arrangements" in any Preliminary   
Prospectus and the Prospectus, constitute the only information furnished in     
writing by or on behalf of the several Underwriters for inclusion in any        
Preliminary Prospectus or the Prospectus, and you, as the Representatives,      
confirm that such statements are correct.                                       

           (c) Promptly after receipt by an indemnified party under this Section
7 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from   
any liability which it may have to any indemnified party otherwise than under   
this Section 7. In case any such action is brought against any indemnified      
party, and it notifies the indemnifying party of the commencement thereof, the  
indemnifying party will be entitled to appoint counsel satisfactory to such     
indemnified party to represent the indemnified party in such action; provided,  
however, if the defendants in any such action include both the indemnified party
and the indemnifying party and the indemnified party shall have reasonably      
concluded that there may be legal defenses available to it and/or other         
indemnified parties which are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to defend such action on behalf of such indemnified     
party or parties. Upon receipt of notice from the indemnifying party to such    
indemnified party of its election so to appoint counsel to defend such action   
and approval by the indemnified party of counsel, the indemnifying party will   
not be liable to such indemnified party under this Section 7 for any legal or   
other expenses subsequently incurred by such indemnified party in connection    
with the defense thereof unless (i) the indemnified party shall have employed   
separate counsel in accordance with the proviso to the next preceding sentence  
(it being understood, however, that the indemnifying party shall not be liable  
for the expenses of more than one separate counsel (in addition to any local    
counsel), approved by the Representatives in the case of paragraph (a) of this  
Section 7, representing the indemnified parties under such paragraph (a) who are
parties to such action), (ii) the indemnifying party shall not have employed    
counsel reasonably satisfactory to the indemnified party to represent the       
indemnified party within a reasonable time after notice of commencement of the  
action or (iii) the indemnifying party has authorized the employment of counsel 
for the indemnified party at the expense of the indemnifying party; and except  
that, if clause (i) or (iii) is applicable, such liability shall be only in     
respect of the counsel referred to in such clause (i) or (iii).                 

    (d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of this
Section 7 is due in accordance with its terms but is for any reason held by a   
court to be unavailable from the Company on grounds of policy or otherwise, the 
Company and the Underwriters shall contribute to the aggregate losses, claims,  
damages and liabilities (including legal or other expenses reasonably incurred  
in connection with investigating or defending same) to which the Company and one
or more of the Underwriters may be                                              

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subject in such proportion so that the Underwriters are responsible for that    
portion represented by the percentage that the underwriting discount bears to   
the sum of such discount and the purchase price of the Securities set forth on  
Schedule I hereto and the Company is responsible for the balance; provided,     
however, that (y) in no case shall any Underwriter (except as may be provided in
any agreement among underwriters relating to the offering of the Securities) be 
responsible for any amount in excess of the underwriting discount applicable to 
the Securities purchased by such Underwriter hereunder and (z) no person guilty 
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such    
fraudulent misrepresentation. For purposes of this Section 7, each person who   
controls an Underwriter within the meaning of either the Act or the Exchange Act
shall have the same rights to contribution as such Underwriter, and each person 
who controls the Company within the meaning of either the Act or the Exchange   
Act, each officer of the Company who shall have signed the Registration         
Statement and each director of the Company shall have the same rights to        
contribution as the Company, subject in each case to clauses (y) and (z) of this
paragraph (d). Any party entitled to contribution will, promptly after receipt  
of notice of commencement of any action, suit or proceeding against such party  
in respect of which a claim for contribution may be made against another party  
or parties under this paragraph (d), notify such party or parties from whom     
contribution may be sought, but the omission to so notify such party or parties 
shall not relieve the party or parties from whom contribution may be sought from
any other obligation it or they may have hereunder or otherwise than under this 
paragraph (d).                                                                  

         8. Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Securities agreed to be purchased by    
such Underwriter or Underwriters hereunder and such failure to purchase shall   
constitute a default in the performance of its or their obligations under this  
Agreement, the remaining Underwriters shall be obligated severally to take up   
and pay for (in the respective proportions which the amount of Securities set   
forth opposite their names in Schedule II hereto bears to the aggregate amount  
of Securities set forth opposite the names of all the remaining Underwriters)   
the Securities which the defaulting Underwriter or Underwriters agreed but      
failed to purchase; provided, however, that in the event that the aggregate     
amount of Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase shall exceed 10% of the aggregate amount of Securities set   
forth in Schedule II hereto, the remaining Underwriters shall have the right to 
purchase all, but shall not be under any obligation to purchase any, of the     
Securities, and if such nondefaulting Underwriters do not purchase all the      
Securities, this Agreement will terminate without liability to any nondefaulting
Underwriter or the Company. In the event of a default by any Underwriter as set 
forth in this Section 8, the Closing Date shall be postponed for such period,   
not exceeding seven days, as the Representatives shall determine in order that  
the required changes in the Registration Statement and the Final Prospectus or  
in any other documents or arrangements may be effected. Nothing contained in    
this Agreement shall relieve any defaulting Underwriter of its liability, if    
any, to the Company and any nondefaulting Underwriter for damages occasioned by 
its default hereunder.                                                          

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           9. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Securities, if prior to such time (i) trading
in the Company's securities or in securities generally on the New York Stock    
Exchange shall have been suspended or limited or minimum prices shall have been 
established on such Exchange, (ii) a banking moratorium shall have been declared
either by Federal or New York State authorities or (iii) there shall have       
occurred any outbreak or material escalation of hostilities or other calamity or
crisis the effect of which on the financial markets of the United States is such
as to make it, in the judgment of the Representatives, impracticable to market  
the Securities.                                                                 

    10. Representations and Indemnities to Survive. The respective
representations, warranties, indemnities and other statements of the Company or 
its officers and of the Underwriters set forth in or made pursuant to this      
Agreement will remain in full force and effect, regardless of any investigation 
made by or on behalf of any Underwriter or the Company or any of the officers,  
directors or controlling persons referred to in Section 7 hereof, and will      
survive delivery of and payment for the Securities. The provisions of Sections 6
and 7 hereof shall survive the termination or cancellation of this Agreement.   

      11. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed, 
delivered or telegraphed and confirmed to them, at the address specified in     
Schedule I hereto; or, if sent to the Company, will be mailed, delivered or sent
by facsimile transmission to it, at 7 Corporate Center Drive, Melville, New York
11747-3166; fax no.: (516) 847-6215; attention of Treasurer, with a copy to it  
at 767 Fifth Avenue, New York, New York 10153; fax no.: (212) 572-3989;         
attention of the General Counsel.                                               

        12. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7 hereof, and no   
other person will have any right or obligation hereunder.                       

          13. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York.                           

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      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the   
Company and the several Underwriters.                                           

                   Very truly yours,

                                 THE ESTEE LAUDER COMPANIES INC.

     By:
                                           -----------------------------------

The foregoing Agreement is hereby                                               
confirmed and accepted on the                                                   
date specified in Schedule I hereto.                                            

By:                                                                             

By:                                                                             
-----------------------------------                                       

For themselves and the other several                                            
Underwriters, if any, named in Schedule                                         
II to the foregoing Agreement.                                                  

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                                                                      SCHEDULE I

 Debt Securities

Underwriting Agreement dated                                                    

Registration Statement No. 333-85947                                            

Representatives:                                                                

Title of Securities:                                                            

Principal Amount:                                                               

Interest Rate:                                                                  

Purchase Price:                                                                 

Offering Price:                                                                 

Interest Payment Dates:                                                         

Subordination Provisions:                                                       

Optional Redemption:                                                            

Sinking Fund Provisions:                                                        

Delayed Delivery:                                                               

Closing Date and Time:                                                          

Method of Payment of Underwriters' Securities:                                  

Other provisions of or Amendments to Underwriting Agreement:                    

Additional Covenants Pursuant to Section 4:                                     

  [Until [ ], the Company will not, without the consent of the
Representatives, offer, sell or contract to sell, or otherwise dispose of,      
directly or indirectly, or announce the offering of, any securities issued or   
guaranteed by the Company (other than the Securities).]                         

Additional Covenants Pursuant to Section 5:                                     

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     [At or prior to the Closing Date, the Indenture dated as of the
Closing Date, between the Company and State Street Bank and Trust Company, N.A.,
as Trustee, in form and substance satisfactory to the Underwriters, shall have  
been executed and delivered by the parties thereto and shall be in full force   
and effect.]                                                                    

Units                                                                           

Title and principal amount of Debt Securities in one Unit:                      

Purchase Price and currency:                                                    

Section 4(g) Listing upon notice of issuance on any national securities exchange
or automated quotation system:                                                  

Detachable Date:                                                                

Overallotment option:                                                           

Other provisions:                                                               

Section 5(h) provisions, if any:                                                

Delayed Delivery:  [None]                                                       

       [Underwriters' commission shall be __% of the principal amount of
Designated Securities for which Delayed Delivery Contracts have been entered    
into and the check given in payment of such commission shall be drawn to the    
order of _____________] [Maximum aggregate principal amount of Designated       
Securities to be offered and sold pursuant to Delayed Delivery Contracts:       
[$]_______________] [Minimum principal amount of each Delayed Delivery Contract:
[$]______________]                                                              

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                                                                     SCHEDULE II

Amount
Underwriter                          To Be Purchased                            
-----------                          ---------------                            

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                                                                    SCHEDULE III

 Delayed Delivery Contract

                                                                          [Date]

[Insert name and address                                                        
of lead Representative]                                             

Ladies and Gentlemen:                                                           

     The undersigned hereby agrees to purchase from The Estee Lauder
Companies Inc. (the "Company"), and the Company agrees to sell to the           
undersigned, on _______, [1999] (the "Delivery Date"), principal amount of the  
Company's securities (the "Securities") offered by the Company's Prospectus     
dated __________, [1999], and related Prospectus Supplement dated ____________, 
[1999], receipt of a copy of which is hereby acknowledged, at a [purchase price 
of % of the] [principal amount] [thereof, plus] [accrued interest] [amortization
of original issue discount], if any, thereon from __________, [1999], to the    
date of payment and delivery, and on the further terms and conditions set forth 
in this contract.                                                               

         Payment for the Securities to be purchased by the undersigned shall
be made on or before 11:00 AM, New York City time, on the Delivery Date to or   
upon the order of the Company in New York Clearing House (next day) funds, at   
your office or at such other place as shall be agreed between the Company and   
the undersigned, upon delivery to the undersigned of the Securities in          
definitive fully registered form and in such authorized denominations and       
registered in such names as the undersigned may request by written or           
telegraphic communication addressed to the Company not less than five full      
business days prior to the Delivery Date. If no request is received, the        
Securities will be registered in the name of the undersigned and issued in a    
denomination equal to the aggregate principal amount or number of Securities to 
be purchased by the undersigned on the Delivery Date.                           

    The obligation of the undersigned to take delivery of and make
payment for Securities on the Delivery Date, and the obligation of the Company  
to sell and deliver Securities on the Delivery Date, shall be subject to the    
conditions (and neither party shall incur any liability by reason of the failure
thereof) that (1) the purchase of Securities to be made by the undersigned,     
which purchase the undersigned represents is not prohibited on the date hereof, 
shall not on the Delivery Date be prohibited under the laws of the jurisdiction 
to which the undersigned is subject, and (2) the Company, on or before the      
Delivery Date, shall have sold to certain underwriters (the "Underwriters") such
principal amount or number of Securities as is to be sold to them pursuant to   
the Underwriting Agreement referred to in the Prospectus and Prospectus         
Supplement mentioned above. Promptly after completion of such sale to the       
Underwriters, the Company will mail or deliver to the undersigned at its address
set forth below notice to such effect,                                          

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accompanied by a copy of the opinion of counsel for the Company delivered to the
Underwriters in connection therewith. The obligation of the undersigned to take 
delivery of and make payment for the Securities, and the obligation of the      
Company to cause the Securities to be sold and delivered, shall not be affected 
by the failure of any purchaser to take delivery of and make payment for the    
Securities pursuant to other contracts similar to this contract.                

        This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by   
either party hereto without the written consent of the other.                   

         It is understood that acceptance of this contract and other similar
contracts is in the Company's sole discretion and, without limiting the         
foregoing, need not be on a first come, first served basis. If this contract is 
acceptable to the Company, it is required that the Company sign the form of     
acceptance below and mail or deliver one of the counterparts hereof to the      
undersigned at its address set forth below. This will become a binding contract 
between the Company and the undersigned, as of the date first above written,    
when such counterpart is so mailed or delivered.                                

          This agreement shall be governed by and construed in accordance with
the laws of the State of New York without reference to choice of law principles.

           Very truly yours,

                                    ------------------------------------------
             (Name of Purchaser)

By:   
                                       ---------------------------------------
                                    (Signature and Title of Officer)

                                    ------------------------------------------
   (Address)

Accepted:                                                                       

The Estee Lauder Companies Inc.                                                 

By:                                                                             
----------------------------------                                        

Title:                                                                          
-------------------------------                                     

22

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3/A’ Filing		Date		First		Last			Other Filings
Filed on:		11/5/99							None on these Dates
									List all Filings

8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/14/24  Estee Lauder Companies Inc.       8-K:1,8,9   2/12/24   14:573K                                   Toppan Merrill/FA
 8/18/23  Estee Lauder Companies Inc.       10-K        6/30/23  158:26M
 5/12/23  Estee Lauder Companies Inc.       8-K:1,8,9   5/09/23   16:901K                                   Toppan Merrill/FA
 8/24/22  Estee Lauder Companies Inc.       10-K        6/30/22  161:35M
 8/27/21  Estee Lauder Companies Inc.       10-K        6/30/21  165:28M
 5/20/21  Estee Lauder Companies Inc.       S-3ASR      5/20/21    4:455K                                   Toppan Merrill/FA
 3/04/21  Estee Lauder Companies Inc.       8-K:1,8,9   3/01/21   14:673K                                   Toppan Merrill/FA
 8/28/20  Estee Lauder Companies Inc.       10-K        6/30/20  162:32M