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

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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 

S-3/A   —   Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents

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As filed with the Securities and Exchange Commission on November 5, 1999
                                                      Registration No. 333-85947
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

 THE ESTEE LAUDER COMPANIES INC.
(Exact name of registrant as specified in its charter)

      DELAWARE                                      11-2408943
(State or other jurisdiction of                       (I.R.S. Employer  
incorporation or organization)                      Identification No.) 

767 Fifth Avenue
New York, New York 10153
(212) 572-4200
 (Address, including zip code, and telephone number, including
area code, of registrants' principal executive office)

Paul E. Konney, Esq.
Senior Vice President,
 General Counsel and Secretary
 The Estee Lauder Companies Inc.
767 Fifth Avenue
New York, New York 10153
(212) 572-4200
 (Name, address, including zip code, and telephone
number, including area code, of agent for service)

 With a copy to:

 Jeffrey J. Weinberg, Esq.
 Matthew Bloch, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to   
time after the effective date of this Registration Statement as determined by   
market conditions.                                                              

      If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the         
Securities Act of 1933, as amended (the "Securities Act"), other than securities
offered only in connection with dividend or interest reinvestment plans, please 
check the following box: [ X ]                                                  

           THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT   
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION 
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF  
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT     
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID  
SECTION 8(A), MAY DETERMINE.                                                    

600207 v.19                                                                     

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 Subject to completion, dated November 5, 1999

PRELIMINARY PROSPECTUS                                                

$400,000,000

[LOGO]                 THE ESTEE LAUDER COMPANIES INC.                          
DEBT SECURITIES 

           We intend to offer and sell from time to time, in one or more series,
debt securities in amounts, at prices and on terms to be determined by market   
conditions at the time of the offering. We will not use this prospectus to sell 
debt securities with an aggregate offering price of more than $400,000,000.     

   We will provide specific terms for the securities we offer in
supplements to this prospectus, including:                                      

o    designation;                                           

        o    aggregate principal amount or aggregate initial offering price;

o    maturity;                                              

o    rate and times of payment of interest, if any; and     

o    other specific terms.                                  

         YOU SHOULD READ THIS PROSPECTUS AND THE RELATED SUPPLEMENTS TO THIS
PROSPECTUS CAREFULLY BEFORE YOU INVEST IN THE SECURITIES.                       

  NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR        
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.                                                 

       This prospectus may not be used to consummate sales of securities
unless accompanied by a prospectus supplement.                                  

This prospectus is dated ______________, 1999.

The information in this prospectus is not complete and may be changed. We may   
not sell these securities until the registration statement filed with the       
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting an offer to buy these        
securities in any state where the offer or sale is not permitted.               

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 TABLE OF CONTENTS
                                                                            PAGE

ABOUT THIS PROSPECTUS.........................................................3 

WHERE YOU CAN FIND MORE INFORMATION...........................................3 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................3 

FORWARD-LOOKING INFORMATION...................................................4 

THE COMPANY...................................................................5 

RATIO OF EARNINGS TO FIXED CHARGES............................................7 

USE OF PROCEEDS...............................................................7 

SELECTED CONSOLIDATED FINANCIAL INFORMATION...................................8 

DESCRIPTION OF THE DEBT SECURITIES...........................................10 

DESCRIPTION OF CAPITAL STOCK.................................................16 

PLAN OF DISTRIBUTION.........................................................20 

LEGAL MATTERS................................................................20 

EXPERTS .....................................................................21 

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 ABOUT THIS PROSPECTUS

       This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission (the "Commission") utilizing a      
"shelf" registration process. Under this shelf registration process, we may sell
the securities described in this prospectus in one or more offerings up to a    
total amount of $400,000,000. This prospectus provides you with a general       
description of the securities we intend to offer. Each time we sell securities  
we will provide a prospectus supplement that will contain specific information  
about the terms of the offering and the securities. The prospectus supplement   
may also add, update or change information contained in this prospectus. Any    
statement that we make in this prospectus will be modified or superseded by any 
inconsistent statement made by us in a prospectus supplement. You should read   
both this prospectus and the related prospectus supplements together with       
additional information described under the heading "Where You Can Find More     
Information" and the information we incorporate by reference in this prospectus 
described under the heading "Incorporation of Certain Documents by Reference."  

 WHERE YOU CAN FIND MORE INFORMATION

        We are subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"). As a result, we file reports and     
other information with the Commission. You may read and copy the reports and    
other information we file with the Commission at the Commission's public        
reference facilities at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,     
Washington, D.C. 20549. You may obtain information on the operation of the      
public reference facilities by calling the Commission at 1-800-SEC-0330. You may
also obtain information about us from the following regional offices of the     
Commission: 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7  
World Trade Center, 13th Floor, New York, New York 10048. Copies of these       
materials can be obtained at prescribed rates. Our filings with the Commission  
are also available on the Commission's home page on the Internet at             
http://www.sec.gov.                                                             

        We have filed with the Commission a registration statement on Form
S-3. This prospectus, which is a part of the registration statement, omits      
certain information contained in the registration statement. Statements made in 
this prospectus as to the contents of any contract, agreement or other document 
are not necessarily complete. With respect to each contract, agreement or other 
document filed as an exhibit to the registration statement, we refer you to that
exhibit for a more complete description of the matter involved, and each        
statement is deemed qualified in its entirety by that reference.                

 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Commission allows us to "incorporate by reference" the
information we file with the Commission. This permits us to disclose important  
information to you by referencing these filed documents. We incorporate by      
reference in this prospectus the following documents which have been filed with 
the Commission:                                                                 

          (i)  our Annual Report on Form 10-K for the fiscal year ended June 30,
1999; and                                         

       (ii) our Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1999.                               

      We also incorporate by reference all documents filed pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this   
prospectus and prior to the termination of this offering.                       

          We will promptly provide without charge to you, upon written or oral
request, a copy of any or all of the documents incorporated by reference in this
prospectus, other than exhibits to those documents, unless the exhibits are     
specifically incorporated by reference in those documents. Requests should be   
directed to Investor Relations Department, The Estee Lauder Companies Inc., 767 
Fifth Avenue, New York, New York 10153, telephone number (212) 572-4184.        

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 FORWARD-LOOKING INFORMATION

       We and our representatives from time to time make written or oral
forward looking statements, including statements contained in this and other    
filings with the Commission and in our reports to stockholders. The words and   
phrases "will likely result," "expects," "believes," "will continue," "is       
anticipated," "estimates," "projects" or similar expressions are intended to    
identify "forward-looking statements" within the meaning of the Private         
Securities Litigation Reform Act of 1995. Such statements include, without      
limitation, our expectations regarding sales, earnings or other future financial
performance and liquidity, product introductions, entry into new geographic     
regions and future operations or operating results. Although we believe that our
expectations are based on reasonable assumptions within the bounds of our       
knowledge of our business and operations, we cannot assure that actual results  
will not differ materially from our expectations. Factors that could cause      
actual results to differ from expectations include, without limitation:         

                  (i) increased competitive activity from companies in the
          skin care, makeup, fragrance and hair care businesses, some of which
have greater resources than we do;                        

             (ii) our ability to develop, produce and market new
products on which future operating results may depend;    

               (iii) consolidations and restructurings in the retail
       industry causing a decrease in the number of stores that sell our
     products, an increase in the ownership concentration within the
     retail industry or ownership of retailers by our competitors or
   ownership of competitors by our customers that are retailers;

                     (iv) shifts in the preferences of consumers as to where and
how they shop for beauty and related products;            

                 (v) social, political and economic risks to our foreign
          manufacturing, distribution and retail operations, including changes
          in foreign investment and trade policies and regulations of the host
countries and of the United States;                       

             (vi) changes in the laws, regulations and policies,
     including changes in accounting standards, that affect, or will
affect, us in the United States and abroad;               

                   (vii) foreign currency fluctuations affecting our results
     of operations and the value of our foreign assets, the relative
         prices at which we and our foreign competitors sell our products in
          the same market and our operating and manufacturing costs outside of
the United States;                                        

                 (viii) changes in global economic conditions that could
           affect the cost and availability of capital to the Company, which may
be needed for new equipment, facilities or acquisitions;  

                    (ix) shipment delays, depletion of inventory and increased
         production costs resulting from disruptions of operations at any of
      the facilities which, due to consolidations in our manufacturing
          operations, now manufacture nearly all of our supply of a particular
type of product (i.e., focus factories);                  

                  (x) real estate rates and availability, which may affect
        our ability to increase the number of retail locations at which we
sell our products;                                        

                (xi) changes in product mix to products which are less
profitable;                                               

             (xii) our ability and the ability of third parties,
  including customers, suppliers and governmental entities, to
adequately address Year 2000 issues; and                  

                 (xiii) our ability to integrate acquired businesses and
realize value therefrom.                                  

           We assume no responsibility to update forward-looking statements made
herein or otherwise.                                                            

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 THE COMPANY

          The Estee Lauder Companies Inc., founded in 1946 by Estee and Joseph
Lauder, is one of the world's leading manufacturers and marketers of quality    
skin care, makeup, fragrance and hair care products. Our products are sold in   
over 100 countries and territories under the following well-recognized brand    
names: Estee Lauder, Clinique, Aramis, Prescriptives, Origins, MoAoC, Bobbi     
Brown essentials, jane, Aveda, Stila and Jo Malone. We are also the global      
licensee for fragrances and cosmetics sold under the Tommy Hilfiger and Donna   
Karan brands. Each brand is distinctly positioned within the cosmetics market.  

     We are a pioneer in the cosmetics industry and believe we are a
leader in the industry due to the global recognition of our brand names, our    
leadership in product innovation, our strong market position in key geographic  
markets and the consistently high quality of our products. We sell our products 
principally through limited distribution channels to complement the images      
associated with our brands. These channels, encompassing over 9,000 points of   
sale, consist primarily of upscale department stores, specialty retailers,      
upscale perfumeries and pharmacies and, to a lesser extent, free-standing       
company stores, stores on cruise ships, in-flight and duty free shops in        
airports and cities. We believe that our strategy of pursuing limited           
distribution strengthens our relationships with retailers, enables our brands to
be among the best selling product lines at the stores and heightens the         
aspirational quality of our brands. With the acquisitions of jane and Aveda in  
fiscal 1998, we broadened our distribution to include new channels, namely      
self-select outlets and salons. We also began selling Clinique products         
(November 1998) and Origins products (July 1999) directly to consumers over the 
internet.                                                                       

PRODUCTS                                                                        

        SKIN CARE--Our broad range of skin care products addresses various
skin care needs for women and men. These products include moisturizers, creams, 
lotions, cleansers, sun screens and self tanning products, a number of which are
developed for use on particular areas of the body, such as the face, the hands  
or the eye area. Skin care products accounted for approximately 32% and 35% of  
our net sales in the three months ended September 30, 1999 and our fiscal 1999, 
respectively.                                                                   

    MAKEUP--We manufacture, market and sell a full array of makeup
products including lipsticks, mascaras, foundations, eyeshadows, nail polishes  
and powders. Many of the products are offered in an extensive array of shades   
and colors. We also sell related items such as compacts, brushes and other      
makeup tools. Makeup products accounted for approximately 37% and 36% of our net
sales in the three months ended September 30, 1999 and our fiscal 1999,         
respectively.                                                                   

       FRAGRANCE--We offer a variety of fragrance products for women and
men. The fragrances are sold in various forms, including eau de parfum sprays   
and colognes, as well as lotions, powders, creams and soaps that are based on a 
particular fragrance. They also include bath and aromatherapy products.         
Fragrance products accounted for approximately 28% and 26% of our net sales in  
the three months ended September 30, 1999 and our fiscal 1999, respectively.    

          HAIR CARE--We increased the range and depth of our hair care product
offerings with the acquisition of the Aveda business in December 1997. Hair care
products include shampoo, conditioner, styling gel and hairspray. Hair care     
products accounted for approximately 2% of our net sales in each of the three   
months ended September 30, 1999 and our fiscal 1999.                            

      Given the generally personal nature of our products and the wide
array of consumer preferences and tastes, as well as the competition for the    
attention of consumers, our strategy has been to market and promote our products
through distinctive brands seeking to address broad preferences and tastes. Each

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brand has a single global image that is promoted with consistent logos,         
packaging and advertising designed to enhance its image and differentiate it    
from other brands.                                                              

           ESTEE LAUDER--Estee Lauder brand products, which have been sold since
1946, are positioned as luxurious, classic and aspirational. We believe that    
Estee Lauder brand products are technologically advanced and innovative and have
a worldwide reputation for excellence. The broad product line principally       
consists of skin care, makeup and fragrance products that are presented in high 
quality packaging.                                                              

       CLINIQUE--First introduced in 1968, Clinique skin care and makeup
products are all allergy tested and 100% fragrance free and have been designed  
to address individual skin types and needs. The products are based on the       
research and related expertise of leading dermatologists. Clinique skin care    
products are generally marketed as part of the Three-Step System: Cleanse,      
Exfoliate, Moisturize. In the fall of 1997, we launched Clinique Happy, a       
fragrance, and in September 1999, we launched Clinique Happy for Men. Since     
November 1998 we have been selling Clinique products directly to consumers over 
the Internet.                                                                   

       ARAMIS--We pioneered the marketing of prestige men's grooming and
skin care products and fragrances with the introduction of Aramis products in   
1964. Aramis continues to offer one of the broadest lines of prestige men's     
products and has extended the line to include fragrances for women.             

       PRESCRIPTIVES--We developed and introduced Prescriptives in 1979.
Prescriptives is positioned as a color authority with an advanced collection of 
highly individualized products primarily addressing the makeup and skin care    
needs of contemporary women with active lifestyles. The products are            
characterized by simple concepts, minimalist design and an innovative image and,
through a system of color application and extensive range of makeup shades,     
accommodate a diverse group of consumers.                                       

       ORIGINS--Origins, our most recent internally-developed brand, was
introduced in 1990. It is positioned as a plant-based cosmetics line of skin    
care, makeup and aromatherapy products that combine time-tested botanical       
ingredients with modern science to promote total well-being. Origins sells its  
products through stand-alone Origins stores, stores-within-stores (which are    
designed to replicate the Origins store environment within a department store), 
at traditional retail counters and, since July 1999, directly to consumers over 
the Internet.                                                                   

        TOMMY HILFIGER--We have an exclusive global license arrangement to
develop and market a line of men's and women's fragrances and cosmetics under   
the Tommy Hilfiger brand. In 1995, we launched a men's fragrance, tommy, with   
cologne and aftershave products, and in the fall of 1996, we launched a women's 
fragrance, tommy girl. In the summer of 1999, we launched Tommy Hilfiger        
Freedom, which consists of separate fragrances for men and women. These         
fragrances, together with our complementary line of face, body and hair         
products, are available at "tommy's shops", a separate area within department   
stores dedicated to promoting all of our Tommy Hilfiger licensed products.      

    M-A-C--M-A-C products comprise a broad line of color-oriented,
professional cosmetics and professional makeup tools targeting makeup artists   
and fashion-conscious consumers. The products are sold through a limited number 
of department and specialty stores and stand-alone M-A-C stores. We acquired    
Make-Up Art Cosmetics Limited, the manufacturer of M-A-C products, in three     
stages; in December 1994, March 1997 and February 1998.                         

          BOBBI BROWN ESSENTIALS--In October 1995, we acquired the Bobbi Brown
essentials line of color cosmetics, professional makeup brushes and skin care   
products. Bobbi Brown products are manufactured to our specifications, primarily
by third parties, and sold through a limited number of department and specialty 
stores. In March 1998, we introduced the brand's first fragrance, bobbi.        

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         JANE --In October 1997, we acquired Sassaby, Inc., the owner of the
jane brand of color cosmetics targeted to the young consumer market. jane       
products are currently distributed only in the United States through the        
self-select distribution channel.                                               

        DONNA KARAN COSMETICS--In November 1997, we obtained the exclusive
global license to develop and market a line of fragrances and other cosmetics   
under the Donna Karan New York and DKNY trademarks. We are continuing to market 
and sell certain products that were originally sold by The Donna Karan Company. 
We launched the first DKNY women's fragrance under the license in September     
1999, and we plan a national rollout and the launch of the DKNY men's fragrance 
later in fiscal 2000.                                                           

      AVEDA--We acquired the Aveda business in December 1997. Aveda, a
prestige hair care leader, is a manufacturer and marketer of plant-based hair,  
skin, makeup and body care products. The products are principally sold by us    
through third-party distributors and are available in salons and stand-alone    
Aveda Environmental Lifestyle stores.                                           

          STILA--In August 1999, we acquired the business of Los-Angeles-based
Stila Cosmetics, Inc. Stila is known for its stylish, wearable makeup products  
and eco-friendly packaging and has developed a following among young,           
fashion-forward consumers. These products are currently available in limited    
distribution in the United States and certain foreign countries.                

      JO MALONE--We acquired London-based Jo Malone Limited in October
1999. Jo Malone is known for its prestige skin care, fragrance and hair care    
products showcased at the flagship store in London. Products are also available 
through a company catalogue and at a very limited group of specialty stores in  
the United States and Canada.                                                   

         In addition to the foregoing brands, we manufacture and sell La Mer
skin care products, including Creme De La Mer, and fragrances under the Kiton   
name (for which we are a licensee). These products are marketed separately from 
our other brands.                                                               

        We have been controlled by the Lauder family since the founding of
our company. Members of the Lauder family, some of whom are our directors,      
executive officers and/or employees, beneficially own, directly or indirectly,  
as of October 22, 1999, shares of Class A Common Stock and Class B Common Stock 
having approximately 93.3% of the outstanding voting power of our Common Stock. 

          Our principal executive offices are located at 767 Fifth Avenue, New
York, New York 10153. The telephone number at that location is (212) 572-4200.  

RATIO OF EARNINGS TO FIXED CHARGES

    The ratio of our earnings to fixed charges was 6.29:1, 5.65:1,
5.49:1, 5.58:1, 5.71:1, 2.55:1, and 3.40:1 for the three months ended September 
30, 1999 and 1998 and for the fiscal years ended June 30, 1999, 1998, 1997, 1996
and 1995, respectively. The ratio of earnings to fixed charges has been computed
by dividing earnings before income taxes and fixed charges before preferred     
stock dividends by the fixed charges. This ratio includes the earnings and fixed
charges of The Estee Lauder Companies Inc. and its consolidated subsidiaries;   
fixed charges consist of interest and related charges on debt, preferred stock  
dividends and the portion of rentals for real and personal properties in an     
amount deemed to be representative of the interest factor.                      

 USE OF PROCEEDS

           Unless otherwise provided in a prospectus supplement, we will use the
net proceeds from the sale of the securities offered by this prospectus and the 
related prospectus supplements for our general corporate purposes, which may    
include repayment of indebtedness, acquisitions, working capital and capital    
expenditures.                                                                   

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 SELECTED CONSOLIDATED FINANCIAL INFORMATION

           The following income statement and balance sheet information has been
derived from our consolidated financial statements as of and for the three month
periods ended September 30, 1999 and September 30, 1998 and as of and for each  
of the years in the five-year period ended June 30, 1999. You should read this  
information along with our consolidated financial statements and the related    
notes incorporated in this prospectus by reference. See "Incorporation of       
Certain Documents by Reference." The results of interim periods are not         
necessarily indicative of results that may be expected for the full year.       

                                                        [Enlarge/Download Table]

                                     THREE MONTHS ENDED                                                                  
                                        SEPTEMBER 30,                            YEAR ENDED JUNE 30,                     
                                      ---------------------------- ----------------------------------------------------  
                                      1999       1998         1999         1998         1997           1996        1995  
                                      ----       ----         ----         ----         ----           ----        ----  
                                         (UNAUDITED)               (IN MILLIONS, EXCEPT PER SHARE AND RATIO DATA)        
                                                                                                                         
STATEMENT OF EARNINGS DATA:                                                                                              
Net Sales......................... $1,093.7     $997.0      $3,961.5     $3,618.0     $3,381.6        $3,194.5   $2,899.1
Gross profit......................    841.9      767.4       3,061.6      2,798.5      2,616.5         2,463.5    2,224.3
Operating income..................    136.5      121.6         456.9        409.1        359.1           310.3      230.9
Earnings before income taxes                                                                                             
   and minority interest..........    131.1      115.5         440.2        402.8        362.9           313.0      233.0
Net earnings......................     82.6       71.6         272.9        236.8        197.6           160.4      121.2
Preferred stock dividends.........      5.9        5.9          23.4         23.4         23.4            57.5       25.3
Net earnings attributable to                                                                                             
   common stock...................     76.7       65.7         249.5        213.4        174.2           102.9       95.9
OTHER DATA:                                                                                                              
Earnings before interest, taxes,                                                                                         
   depreciation and amortization                                                                                         
   (EBITDA)(a)....................    170.5      151.3        $574.2       $506.6       $435.1          $369.1     $272.9
Ratio of earnings to fixed                                                                                               
   charges (b)....................   6.29:1      5.65:1      5.49:1      5.58:1          5.71:1         2.55:1     3.40:1
PER SHARE DATA:                                                                                                          
Net earnings per common                                                                                                  
   share(c)(e):                                                                                                          
   Basic..........................      0.32       0.28         $1.05        $0.90        $0.74         $0.59(d)     --  
   Diluted........................      0.32       0.27         $1.03        $0.89        $0.73         $0.59(d)     --  
Weighted average common                                                                                                  
   shares outstanding (c)(e):                                                                                            
   Basic..........................    237.5      237.0         237.0        236.8        235.4          232.6(d)     --  
   Diluted........................    242.6      240.2         241.2        239.5        237.1          233.2(d)     --  
Cash dividends declared per                                                                                              
   common share(e):...............      $.05       $.0425      $.1775         $.17         $.17            $.085     --  


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                                                 AT                                                                               
                                             SEPTEMBER                                       AT JUNE 30,                          
                                                                  ----------------------------------------------------------------
                                              30, 1999            1999          1998           1997           1996            1995
                                              --------            ----          ----           ----           ----            ----
                                            (UNAUDITED)                                   (IN MILLIONS)                           
                                                                                                                                  
BALANCE SHEET DATA:                                                                                                               
Working Capital.........................       $680.4         $   708.0     $   617.2     $   551.6       $   467.5      $   469.6
Total assets............................      2,926.6           2,746.7       2,512.8       1,873.1         1,779.4        1,701.4
Total debt..............................        536.8             429.1         436.5          31.1           127.5          194.0
Redeemable preferred stock..............        360.0             360.0         360.0         360.0           360.0          360.0
Stockholders' equity....................        989.0             924.5         696.4         547.7           394.2          335.1

----------                                                                                                                        

(a)  Earnings before interest, taxes, depreciation and amortization ("EBITDA")                                                    
     is an additional measure of operating performance used by management.                                                        
     EBITDA, like operating income, does not include the effects of interest and                                                  
     taxes and additionally excludes the "non-cash" effects of depreciation and                                                   
     amortization on current earnings. While the components of EBITDA may vary                                                    
     from company to company, we exclude our minority interest adjustment, all                                                    
     depreciation charges related to property, plant and equipment and all                                                        
     amortization charges including amortization of goodwill, purchased royalty                                                   
     rights, leasehold improvements and other intangible assets. We consider                                                      
     EBITDA useful in analyzing our results; however, it is not intended to                                                       
     replace, or act as a substitute for, any presentation included in the                                                        
     consolidated financial statements prepared in conformity with generally                                                      
     accepted accounting principles.                                                                                              

(b)  For purposes of determining the ratio of earnings to fixed charges,                                                          
     earnings are defined as income before income taxes, plus fixed charges                                                       
     before preferred stock dividends. Fixed charges consist of interest and                                                      
     related charges on debt, preferred stock dividends and the portion of                                                        
     rentals for real and personal properties in an amount deemed to be                                                           
     representative of the interest factor.                                                                                       

(c)  In December 1997, we adopted the provisions of SFAS No. 128, "Earnings Per                                                   
     Share," which requires the presentation of both Basic and Diluted earnings                                                   
     per common share. Consistent with the requirements of SFAS No. 128, net                                                      
     earnings per common share and weighted average common shares outstanding                                                     
     have been restated for purposes of comparability.                                                                            

(d)  Due to the change in the capital structure effected by our recapitalization                                                  
     in connection with our initial public offering in fiscal 1996, historical                                                    
     share and per share data for the fiscal year ended June 30, 1995 are not                                                     
     presented. Net earnings per common share and weighted average common shares                                                  
     outstanding for the year ended June 30, 1996 are reflected on a pro forma                                                    
     basis as if the recapitalization was effected at the beginning of fiscal                                                     
     1996.                                                                                                                        

(e)  On April 26, 1999, our Board of Directors approved a two-for-one stock                                                       
     split in the form of a 100% stock dividend on all of our outstanding Common                                                  
     Stock. The stock dividend was paid on June 2, 1999 to all holders of record                                                  
     of shares of our Common Stock at the close of business on May 10, 1999. All                                                  
     share and per share data presented in this prospectus has been restated to                                                   
     reflect the stock split.                                                                                                     


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DESCRIPTION OF THE DEBT SECURITIES

          We may offer the debt securities from time to time as senior debt or
subordinated debt. The debt securities will be issued under an indenture that we
will enter into with the party to be named in a prospectus supplement as trustee
under the indenture. The terms of the indenture are also governed by certain    
provisions of the Trust Indenture Act of 1939.                                  

        The debt securities may be issued from time to time in one or more
series. The particular terms of each series which is offered by a prospectus    
supplement will be described in the related prospectus supplement.              

       We have summarized the material terms of the indenture below. The
form of the indenture has been filed as an exhibit to the registration          
statement. See "Where You Can Find More Information." You should read the       
indenture for provisions that may be important to you. Whenever we refer in this
prospectus or in the related prospectus supplement to particular sections or    
defined terms contained in the indenture, those sections or defined terms are   
incorporated by reference in this prospectus or the related prospectus          
supplement, as applicable.                                                      

GENERAL                                                                         

        The indenture will provide that debt securities in separate series
may be issued by us from time to time without limitation as to aggregate        
principal amount. We may specify a maximum aggregate principal amount for the   
debt securities of any series. We will determine the terms and conditions of the
debt securities, including the maturity, principal and interest, but those terms
must be consistent with the indenture. The debt securities will be unsecured    
obligations of our company.                                                     

        A prospectus supplement will set forth the following terms of, and
information relating to, the debt securities:                                   

(1)  the title of the debt securities;                      

  (2)  whether the debt securities are senior debt securities or
    subordinated debt securities and, if subordinated debt
               securities, the subordination terms relating to those securities;

       (3)  whether any of our subsidiaries will provide guarantees of the
debt securities;                                  

  (4)  the aggregate principal amount of the debt securities (or
principal amount at maturity);                    

       (5)  the dates on which the principal amount of the debt securities
will be payable;                                  

       (6)  the interest rate, if any, which the debt securities will bear
            and the interest payment dates for the debt securities (or the
  date on which the debt securities accrete interest);

          (7)  the places where payments on the debt securities will be payable;

     (8)  any terms upon which the debt securities may be redeemed, in
whole or in part, at our option;                  

     (9)  any provisions that would obligate us to deposit money in an
              account for the benefit of the holder of the debt securities for
          payments of principal and interest on the debt securities or
      other provisions that would obligate us to repurchase or
otherwise redeem the debt securities;             

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      (10) the portion of the principal amount, if less than all, of the
       debt securities which will be payable upon declaration of
  acceleration of the maturity of the debt securities;

(11) whether the debt securities are defeasible;            

(12) any addition to or change in the events of default;    

        (13) the date or dates on which the debt securities may be converted
               or exchanged at the option of the holder into other securities of
our company;                                      

    (14) any addition to or change in the covenants in the indenture
applicable to any of the debt securities; and     

         (15) any other material terms of the debt securities not inconsistent
with the provisions of the indenture.             

    If a series of debt securities is denominated in a currency or
currency unit other than United States dollars, the prospectus supplement will  
specify the denomination in which the debt securities will be issued and the    
coin or currency in which the principal and any premium or interest on those    
debt securities will be payable. In addition, special United States federal     
income tax or other considerations applicable to any debt securities which are  
denominated in a currency or currency unit other than United States dollars may 
be described in the applicable prospectus supplement.                           

           The debt securities may be sold at a substantial discount below their
principal amount. Special United States federal income tax considerations       
applicable to debt securities sold at an original issue discount may be         
described in the applicable prospectus supplement.                              

FORM, EXCHANGE AND TRANSFER                                                     

          The debt securities of each series may be issued in fully registered
or bearer form, without coupons, and, unless otherwise specified in the         
applicable prospectus supplement, only in denominations of $1,000 and integral  
multiples of $1,000.                                                            

          Subject to the terms of the indenture and the limitations applicable
to global securities, debt securities may be presented for exchange or for      
registration of transfer, endorsed or with the form of transfer endorsed on the 
securities executed, at the office of the security registrar or at the office of
any transfer agent designated by us for this purpose. No service charge will be 
made for any registration of transfer or exchange of debt securities, but we may
require payment of a sum sufficient to cover any tax or other governmental      
charge payable in connection with that transfer or exchange. The security       
registrar or transfer agent will make the transfer or exchange when it is       
satisfied with the documents of title and identity of the person making the     
request. The security registrar and/or transfer agent initially designated by us
for any debt securities will be named in the applicable prospectus supplement.  
We may at any time designate additional transfer agents, rescind the designation
of any transfer agent or approve a change in the office through which any       
transfer agent acts. We will always be required to maintain a transfer agent in 
each place of payment for the debt securities of each series.                   

        If we decide to partially redeem the debt securities of any series
(or of any series and specified terms), we will not be required to issue,       
register the transfer of or exchange those debt securities being redeemed during
a period beginning at the opening of business 15 days before the day of         
selection for redemption of debt securities of that series and ending at the    
close of business on the day we mail the notice of redemption with respect to   
those debt securities selected for redemption.                                  

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    We will describe any material United States federal income tax
consequences specifically applicable to any debt securities and/or their plan of
distribution in the prospectus supplement relating to those debt securities.    

MERGER, CONSOLIDATION AND SALE OF ASSETS                                        

          The indenture will provide that we may not consolidate with or merge
into, or convey, transfer or lease our properties and assets substantially as an
entirety to any Person (as defined in the indenture), unless:                   

     (1)  the successor Person, if any, is a corporation, partnership,
            limited liability company, trust or other entity organized and
              validly existing under the laws of the United States and assumes
             our obligations on the debt securities and under the indenture;

        (2)  immediately after giving effect to the transaction, no event of
           default, and no event which, after notice or lapse of time or
             both, would become an event of default, shall have occurred and
be continuing; and                                

      (3)  certain other conditions, including any additional conditions
             with respect to any particular debt securities specified in the
applicable prospectus supplement, are met.        

          These provisions apply only to a merger or consolidation in which we
are not the surviving corporation and to sales, conveyances, leases and         
transfers by us as transferor or lessor.                                        

       If we consolidate with or merge into any other Person or we sell,
convey, transfer or lease our properties and assets substantially as an entirety
to any Person in accordance with the preceding paragraph, the successor Person  
formed by the consolidation or merger or to which the sale, conveyance, transfer
or lease is made will be substituted for us under the indenture with the same   
effect as if the successor Person had originally executed the indenture. In the 
event of any conveyance or transfer other than in the case of a lease, we will  
be discharged of all of our obligations and covenants under the indenture and   
the debt securities.                                                            

EVENTS OF DEFAULT                                                               

          Unless otherwise specified in the prospectus supplement, each of the
following will constitute an event of default under the indenture with respect  
to debt securities of any series:                                               

          (1)  failure to pay any interest on any debt securities of that series
             when due for a continuous period of 60 days, whether or not, in
      the case of subordinated debt securities, the payment is
          prohibited by the subordination provisions of the indenture;

          (2)  failure to pay principal of, or any premium on, any debt security
     of that series when due, whether or not, in the case of
            subordinated debt securities, the payment is prohibited by the
subordination provisions of the indenture;        

       (3)  failure to perform any of our covenants, or a breach of any of
              our warranties, in the indenture, other than a covenant included
            in the indenture solely for the benefit of a series other than
           that series, for a continuous period of 90 days after written
              notice has been given by the Trustee, or the holders of at least
           25% in principal amount of the outstanding debt securities of
that series, as provided in the indenture;        

   (4)  certain events of bankruptcy, insolvency or reorganization
affecting us; and                                 

 (5)  any other event of default provided with respect to debt
securities of that series.                        

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        If an event of default described in clauses (1) through (3) or (5)
with respect to the debt securities of any series at the time outstanding shall 
occur and be continuing, either the Trustee or the holders of not less than 25% 
in aggregate principal amount of the outstanding debt securities of that series 
by notice as provided in the indenture may declare the principal amount of the  
debt securities of that series to be due and payable immediately. If the debt   
security is an original issue discount debt security or the principal amount of 
the debt security is not then determinable, that portion of the principal amount
of the debt security, or other amount instead of the principal amount, as may be
specified in the terms of the debt security will become due and payable         
immediately.                                                                    

          If an event of default described in clause (4) above with respect to
the debt securities of any series at the time outstanding shall occur and be    
continuing, the principal amount of, and any interest accrued on, all the debt  
securities of that series, or, in the case of any original issue discount       
security or other debt security, the specified amount, will automatically, and  
without any action by the Trustee or any holder, become immediately due and     
payable.                                                                        

           After any acceleration, but before a judgment or decree based on that
acceleration, the holders of a majority in aggregate principal amount of the    
outstanding debt securities of that series may, under certain circumstances,    
rescind and annul that acceleration if all events of default, other than the    
non-payment of accelerated principal or interest, or other specified amount,    
have been cured or waived as provided in the indenture.                         

        Subject to the sections of the indenture relating to the duties of
the Trustee, if an event of default shall occur and be continuing, the Trustee  
will be under no obligation to exercise any of its rights or powers under the   
indenture at the request or direction of any of the holders, unless those       
holders shall have offered to the Trustee reasonable indemnity. Subject to the  
provisions for the indemnification of the Trustee, the holders of a majority in 
aggregate principal amount of the outstanding debt securities of any series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power        
conferred on the Trustee with respect to the debt securities of that series.    

       No holder of a debt security of any series will have any right to
institute any proceeding with respect to the indenture, or for the appointment  
of a receiver or a trustee, or for any other remedy provided by the indenture,  
unless:                                                                         

         (1)  the holder has previously given to the Trustee written notice of
               a continuing event of default with respect to the debt securities
of that series;                                   

         (2)  the holders of at least 25% in aggregate principal amount of the
          outstanding debt securities of that series have made written
              request, and those holders have offered reasonable indemnity, to
     the Trustee to institute the proceeding as trustee; and

        (3)  the Trustee has failed to institute the proceeding, and has not
            received from the holders of a majority in aggregate principal
        amount of the outstanding debt securities of that series a
            direction inconsistent with that request, within 60 days after
that notice, request and offer.                   

          These limitations do not apply to a suit instituted by a holder of a
debt security for the enforcement of payment of the principal of or any premium 
or interest on a debt security on or after the applicable due date specified in 
the debt security.                                                              

         Within 90 days after any default with respect to debt securities of
any series, the Trustee will transmit in the manner and to the extent provided  
in Section 313(c) of the Trust Indenture Act, notice of those defaults known to 
the Trustee, unless a default shall have been cured or waived. In the case of a 
default in the payment of the principal of, or any premium on, or interest on   
any debt securities of that series, or in the payment of any installment into a 
separate account established for the payment of principal                       

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and interest on debt securities of any series with respect to debt securities of
that series, the Trustee will be protected in withholding this notice if and so 
long as the Trustee in good faith determines that the withholding of the notice 
is in the interest of the holders of debt securities of the applicable series.  

          We are required to deliver to the Trustee, within 120 days after the
end of each fiscal year, a brief certificate of our compliance with all of the  
conditions and covenants under the indenture.                                   

MODIFICATION AND WAIVER                                                         

          The indenture provides that modifications and amendments may be made
by us and the Trustee with the consent of the holders of a majority in aggregate
principal amount of the outstanding debt securities of each series affected by  
the modification or amendment. We may not make any of the following             
modifications or amendments to the indenture without the consent of the holder  
of each outstanding debt security affected by the modification or amendment:    

(1)  change the stated maturity of the principal of, or any 
            installment of principal of or interest on, any debt security;

       (2)  reduce the principal amount of, or any premium or interest on,
any debt security;                                

     (3)  reduce the amount of principal of an original issue discount
              security or any other debt security payable upon acceleration of
the maturity of that security;                    

        (4)  change the place or currency of payment of principal of, or any
premium or interest on, any debt security;        

      (5)  impair the right to institute suit for the enforcement of any
payment on or with respect to any debt security;  

(6)  in the case of subordinated debt securities, modify the
            subordination provisions in a manner adverse to the holders of
the subordinated debt securities;                 

    (7)  except as provided in the indenture, release the subsidiary
guarantee of a subsidiary guarantor;              

      (8)  reduce the percentage in principal amount of outstanding debt
       securities of any series, the consent of whose holders is
      required for modification or amendment of the indenture;

      (9)  reduce the percentage in principal amount of outstanding debt
              securities of any series necessary for waiver of compliance with
          certain provisions of the indenture or for waiver of certain
defaults; or                                      

         (10) modify those provisions with respect to modification and waiver.

           The holders of a majority in principal amount of the outstanding debt
securities of any series may waive our compliance with certain restrictive      
provisions of the indenture and may waive certain past defaults under the       
indenture. Those holders may not waive a default in the payment of principal,   
premium or interest on the debt securities and may not waive our compliance with
certain covenants and provisions of the indenture without the consent of the    
holder of each outstanding debt security of any series affected.                

LEGAL DEFEASANCE OR COVENANT DEFEASANCE                                         

   The indenture will provide that we may elect, at any time, to
terminate all of our obligations under the debt securities of a particular      
series and the indenture, except for certain obligations, including those       

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relating to the defeasance trust and obligations to register the transfer or    
exchange of the debt securities of that series, to replace mutilated, destroyed,
lost or stolen debt securities of that series and to maintain a registrar and   
paying agent in respect of the debt securities of that series. We refer to this 
as "legal defeasance." We may also elect, at any time, to terminate our         
obligations under certain material covenants with respect to a particular series
of debt securities. We refer to this as "covenant defeasance."                  

      In order to exercise our defeasance options with respect to debt
securities of any series, we must irrevocably deposit in trust for the benefit  
of the holders of those debt securities money or certain U.S. government        
obligations, or both, for the payment of principal of, premium, if any, and     
interest on those debt securities of that series to maturity or redemption. We  
must comply with certain other conditions, including delivery to the Trustee of 
an opinion of counsel to the effect that the holders of those debt securities   
will not recognize income, gain or loss for federal income tax purposes as a    
result of that defeasance and will be subject to federal income tax on the same 
amounts, in the same manner and at the same times as would have been the case if
the defeasance had not occurred.                                                

SATISFACTION AND DISCHARGE                                                      

           The indenture will provide that we may request the Trustee to execute
proper instruments acknowledging satisfaction and discharge of the indenture    
with respect to any series of debt securities when:                             

(1)  either:                                                

             (A)  all previously authenticated and delivered debt securities
                 of the series to be discharged have been delivered to the
               Trustee for cancellation, other than the following debt
securities:                             

                   (a)  securities in bearer form surrendered for exchange for
                "registered securities" and maturing after the
                       exchange, whose surrender is not required or has been
       waived, as provided in the indenture,

               (b)  debt securities which have been destroyed, lost or
                 stolen and which have been replaced or paid, as
provided in the indenture,    

               (c)  coupons appertaining to debt securities called for
                       redemption and maturing after the relevant redemption
                       date, whose surrender has been waived, as provided in
the indenture, and            

             (d)  debt securities for whose payment money has been
                         deposited in trust with the Trustee or any paying agent
                        or segregated and held in trust by us but was returned
                 to us prior to cancellation, as provided in the
indenture;                    

or                                                

      (B)  all debt securities of the series to be discharged:

(a)  have become due and payable,       

                 (b)  will become due and payable at their stated maturity
within one year, or           

              (c)  if redeemable at our option, are to be called for
               redemption within one year under arrangements
                reasonably satisfactory to the Trustee for the

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                      giving of notice of redemption by the Trustee in our
name, and at our expense,     

               and we, in the case of (B)(a), (b) or (c) above, have irrevocably
           deposited or caused to be deposited with the Trustee as trust
          funds in trust for the purpose an amount, in the currency in
          which the debt securities of the series to be discharged are
              payable or in U.S. government obligations, sufficient to pay and
            discharge the entire indebtedness on any debt securities still
               outstanding, for principal, any premium, and interest to the date
              of the deposit, in the case of debt securities which have become
            due and payable, or to the stated maturity or redemption date;
and                                               

       (2)  we have paid or caused to be paid all other sums payable by us
under the indenture; and                          

         (3)  we have delivered to the Trustee an officers' certificate and an
            opinion of counsel, each stating that all conditions precedent
               relating to the satisfaction and discharge of the indenture as to
the series to be discharged have been satisfied.  

GOVERNING LAW                                                                   

   The indenture and the debt securities will be governed by and
construed in accordance with the laws of the State of New York. The indenture is
subject to the provisions of the Trust Indenture Act that are required to be a  
part of the indenture and shall, to the extent applicable, be governed by those 
provisions.                                                                     

DESCRIPTION OF CAPITAL STOCK

          Our authorized capital stock consists of 300,000,000 shares of Class
A Common Stock, 120,000,000 shares of Class B Common Stock, and 23,600,000      
shares of Preferred Stock, par value $.01 per share, including 3,600,000 shares 
of $6.50 Cumulative Redeemable Preferred Stock. As of October 22, 1999, there   
were 123,282,804 shares of Class A Common Stock and 113,679,334 shares of Class 
B Common Stock outstanding. All of the shares of Class B Common Stock are       
beneficially owned by members of the Lauder family. Of the authorized shares of 
Preferred Stock, 3,600,000 shares of $6.50 Cumulative Redeemable Preferred Stock
are outstanding and, as of the date of this prospectus, are beneficially owned  
by members of the Lauder family. The following description is a summary and is  
subject to and qualified in its entirety by reference to the provisions of our  
Restated Certificate of Incorporation previously filed with the Commission.     

COMMON STOCK                                                                    

     The shares of Class A Common Stock and Class B Common Stock are
identical in all respects, except for voting rights, certain conversion rights  
and transfer restrictions in respect of the shares of the Class B Common Stock, 
as described below.                                                             

           VOTING RIGHTS. Each share of Class A Common Stock entitles the holder
to one vote on each matter submitted to a vote of our stockholders and each     
share of Class B Common Stock entitles the holder to ten votes on each such     
matter, including the election of directors. There is no cumulative voting.     
Except as required by applicable law, holders of the Class A Common Stock and   
Class B Common Stock vote together on all matters submitted to a vote of the    
stockholders. With respect to certain corporate changes, such as liquidations,  
reorganizations, recapitalizations, mergers, consolidations and sales of all or 
substantially all of our assets, holders of the Class A Common Stock and Class B
Common Stock vote together as a single class and the approval of 75% of the     
outstanding voting power is required to authorize or approve such transactions. 

          Any action that can be taken at a meeting of the stockholders may be
taken by written consent in lieu of the meeting if we receive consents signed by
stockholders having the minimum number of votes that                            

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would be necessary to approve the action at a meeting at which all shares       
entitled to vote on the matter were present. This could permit the holders of   
Class B Common Stock to take all actions required to be taken by the            
stockholders without providing the other stockholders the opportunity to make   
nominations or raise other matters at a meeting. The right to take action by    
less than unanimous written consent expires at such time as there are no shares 
of Class B Common Stock outstanding.                                            

         DIVIDENDS. Holders of Class A Common Stock and Class B Common Stock
are entitled to receive dividends at the same rate if, as and when such         
dividends are declared by our Board of Directors out of assets legally available
therefor after payment of dividends required to be paid on shares of preferred  
stock, if any.                                                                  

       If a dividend or distribution payable in shares of Class A Common
Stock is made on the Class A Common Stock, we must also make a pro rata and     
simultaneous dividend or distribution on the Class B Common Stock payable in    
shares of Class B Common Stock. Conversely, if a dividend or distribution       
payable in shares of Class B Common Stock is made on the Class B Common Stock,  
we must also make a pro rata and simultaneous dividend or distribution on the   
Class A Common Stock payable in shares of Class A Common Stock.                 

   RESTRICTIONS ON TRANSFER. If a holder of Class B Common Stock
transfers such shares, whether by sale, assignment, gift, bequest, appointment  
or otherwise, to a person other than a Lauder Family Member (as defined below), 
such shares will be converted automatically into shares of Class A Common Stock.
In the case of a pledge of shares of Class B Common Stock to a financial        
institution, such shares will not be deemed to be transferred unless and until a
foreclosure occurs.                                                             

           As used in this prospectus, the term "Lauder Family Members" includes
only the following persons: (i) Mrs. Estee Lauder and her estate, guardian,     
conservator or committee; (ii) each descendant of Mrs. Lauder (a "Lauder        
Descendant") and their respective estates, guardians, conservators or           
committees; (iii) each "Family Controlled Entity" (as defined below); and (iv)  
the trustees, in their respective capacities as such, of each "Family Controlled
Trust" (as defined below). The term "Family Controlled Entity" means (i) any    
not-for-profit corporation if at least 80% of its board of directors is composed
of Mrs. Lauder and/or Lauder Descendants; (ii) any other corporation if at least
80% of the value of its outstanding equity is owned by Lauder Family Members;   
(iii) any partnership if at least 80% of the value of its partnership interests 
is owned by Lauder Family Members; and (iv) any limited liability or similar    
company if at least 80% of the value of the company is owned by Lauder Family   
Members. The term "Family Controlled Trust" includes certain trusts existing on 
November 16, 1995 and trusts the primary beneficiaries of which are Mrs. Lauder,
Lauder Descendants, spouses of Lauder Descendants and/or charitable             
organizations provided that if the trust is a wholly charitable trust, at least 
80% of the trustees of such trust consist of Mrs. Lauder and/or Lauder          
Descendants.                                                                    

        CONVERSION. Class A Common Stock has no conversion rights. Class B
Common Stock is convertible in Class A Common Stock, in whole or in part, at any
time and from time to time at the option of the holder, on the basis of one     
share of Class A Common Stock for each share of Class B Common Stock converted. 
In the event of a transfer of shares of Class B Common Stock to any person other
than a Lauder Family Member, each share of Class B Common Stock so transferred  
automatically will be converted into one share of Class A Common Stock. Each    
share of Class B Common Stock will also automatically convert into one share of 
Class A Common Stock if, on the record date for any meeting of the stockholders,
the number of shares of Class B Common Stock then outstanding is less than 10%  
of the aggregate number of shares of Class A Common Stock and Class B Common    
Stock then outstanding.                                                         

          LIQUIDATION. In the event of liquidation, after payment of our debts
and other liabilities and after making provision for the holders of Preferred   
Stock, if any, our remaining assets will be distributable ratably among the     
holders of the Class A Common Stock and Class B Common Stock treated as a single
class.                                                                          

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MERGERS AND OTHER BUSINESS COMBINATIONS. Upon a merger or 
consolidation, holders of each class of Common Stock are entitled to receive    
equal per share payments or distributions, except that in any transaction in    
which shares of capital stock are distributed, such shares may differ as to     
voting rights to the extent and only to the extent that the voting rights of the
Class A Common Stock and Class B Common Stock differ at that time. We may not   
dispose of all or any substantial part of our assets to, or merge or consolidate
with, any person, entity or "group" (as defined in Rule 13d-5 of the Exchange   
Act), which beneficially owns in the aggregate ten percent or more of our       
outstanding Common Stock (a "Related Person") without the affirmative vote of   
the holders, other than such Related Person, of not less than 75% of the voting 
power of outstanding Class A Common Stock and Class B Common Stock voting as a  
single class. For the sole purpose of determining the 75% vote, a Related Person
will also include the seller or sellers from whom the Related Person acquired,  
during the preceding six months, at least five percent of the outstanding shares
of Class A Common Stock in a single transaction or series of related            
transactions pursuant to one or more agreements or other arrangements (and not  
through a brokers' transaction) but only if such seller or sellers have         
beneficial ownership of shares of Common Stock having a fair market value in    
excess of $10 million in the aggregate following such disposition to such       
Related Person. This 75% voting requirement is not applicable, however, if (i)  
the proposed transaction is approved by a vote of not less than a majority of   
our board of directors who are neither affiliated nor associated with the       
Related Person (or the seller of shares to the Related Person as described      
above) or (ii) in the case of a transaction pursuant to which the holders of    
Common Stock are entitled to receive cash, property, securities or other        
consideration, the cash or fair market value of the property, securities or     
other consideration to be received per share in such transaction is not less    
than the higher of (A) the highest price per share paid by the Related Person   
for any of its holdings of Common Stock within the two-year period immediately  
prior to the announcement of the proposed transaction or (B) the highest closing
sale price during the 30-day period immediately preceding such date or during   
the 30-day period immediately preceding the date on which the Related Person    
became a Related Person, whichever is higher.                                   

           OTHER PROVISIONS. The holders of the Class A Common Stock and Class B
Common Stock are not entitled to preemptive rights. Neither the Class A Common  
Stock nor the Class B Common Stock may be subdivided or combined in any manner  
unless the other class is subdivided or combined in the same proportion.        

        TRANSFER AGENT AND REGISTRAR. The Transfer Agent and Registrar for
the Class A Common Stock is ChaseMellon Shareholder Services.                   

PREFERRED STOCK                                                                 

       $6.50 CUMULATIVE REDEEMABLE PREFERRED STOCK. Holders of the $6.50
Cumulative Redeemable Preferred Stock are entitled to receive cumulative cash   
dividends at a rate of $6.50 per annum per share payable in quarterly           
installments. If such dividends are not paid in full, or declared in full and   
sums set apart for full payment thereof, then no dividends may be paid or       
declared upon the Common Stock or any other capital stock ranking junior to or  
on parity with such $6.50 Cumulative Redeemable Preferred Stock. If, at the time
of an annual meeting of stockholders, the equivalent of six quarterly dividends 
are in arrears, then the number of directors on our board of directors will be  
increased by two and the holders of the outstanding $6.50 Cumulative Redeemable 
Preferred Stock voting separately as a class will be entitled at the meeting to 
vote for the election of two directors. The right to elect two directors and    
such directors' terms on the board of directors will continue until such        
arrearage in the payment of dividends ceases to exist. Shares of $6.50          
Cumulative Redeemable Preferred Stock are subject to mandatory redemption on    
June 30, 2005 at a redemption price of $100 per share. Following such date and  
so long as such mandatory redemption obligations have not been discharged in    
full, no dividends may be paid or declared upon the Common Stock, or on any     
other capital stock ranking junior to or on a parity with such $6.50 Cumulative 
Redeemable Preferred Stock and no shares of Common Stock or such junior or      
parity stock may be redeemed or acquired by us for any consideration. We may    
redeem the $6.50 Cumulative Redeemable Preferred Stock owned by the EL 1994     
Trust and a trust for the primary benefit of Leonard A. Lauder ("LAL 1995       
Trust"), in whole or in part, after the death of Mrs. Lauder or, if owned by    
persons other than                                                              

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the EL 1994 Trust or the LAL 1995 Trust, after five years following the         
disposition of such shares by the EL 1994 Trust or the LAL 1995 Trust, as the   
case may be. After the later of June 30, 2000 and Mrs. Lauder's death, holders  
of the $6.50 Cumulative Redeemable Preferred Stock may put such shares to us at 
a price of $100 per share (which amount represents the liquidation preference   
per share).                                                                     

          OTHER PREFERRED STOCK. Our board of directors is authorized, subject
to any limitations prescribed by Delaware law or the rules of the NYSE or other 
organizations on whose systems our stock may be quoted or listed, to provide for
the issuance of additional shares of Preferred Stock in one or more series, to  
establish from time to time the number of shares to be included in each such    
series, or fix the rights, powers, preferences and privileges of the shares of  
each wholly unissued series and any qualifications, limitations or restrictions 
thereon, and to increase or decrease the number of shares of such series,       
without any further vote or action by the stockholders. The approval of the     
holders of at least 75% of the outstanding shares of Class B Common Stock,      
however, is required for the issuance of shares of Preferred Stock that have the
right to vote for the election of directors under ordinary circumstances or to  
elect 50% or more of the directors under any circumstances. Depending upon the  
terms of the Preferred Stock established by the board of directors, any or all  
series of Preferred Stock could have preference over the Common Stock with      
respect to dividends and other distributions and upon liquidation or could have 
voting or conversion rights that could adversely affect the holders of the      
outstanding Common Stock. In addition, the Preferred Stock could delay, defer or
prevent a change of control. We have no present plans to issue any additional   
shares of Preferred Stock.                                                      

STOCKHOLDERS' AGREEMENT                                                         

        All Lauder Family Members (other than The Lauder Foundation, a tax
exempt, private foundation, Aerin Lauder Zinterhofer, Jane Lauder, The 4202     
Corporation, the LAL 4002 Trust and the RSL 4201 Trust) who beneficially own    
shares of Common Stock have agreed pursuant to a stockholders' agreement with us
(the "Stockholders' Agreement") to vote all shares beneficially owned by them   
for Leonard A. Lauder, Ronald S. Lauder and one person (if any) designated by   
each as directors of our company. As of October 22, 1999, these stockholders    
beneficially owned, in the aggregate, shares of Common Stock having             
approximately 90.9% of our voting power.                                        

REGISTRATION RIGHTS AGREEMENT                                                   

           We and certain members of the Lauder family, certain trusts and other
entities controlled by members of the Lauder family and Morgan Guaranty Trust   
Company of New York ("Morgan Guaranty") are parties to a Registration Rights    
Agreement (the "Master Registration Rights Agreement"), pursuant to which each  
of Leonard A. Lauder, Ronald S. Lauder and Morgan Guaranty have three demand    
registration rights and the Estee Lauder 1994 Trust has six demand registration 
rights in respect of shares of Class A Common Stock (including Class A Common   
Stock issued upon conversion of Class B Common Stock) held by them. All the     
parties to the Master Registration Rights Agreement (other than us) also have an
unlimited number of piggyback registration rights in respect of their shares.   
The rights of Morgan Guaranty and any pledgee of the Estee Lauder 1994 Trust    
under the Master Registration Rights Agreement will be exercisable only in the  
event of a default under certain loan arrangements.                             

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PLAN OF DISTRIBUTION

      We may sell the debt securities being offered by this prospectus
directly to a limited number of institutional purchasers or to a single         
purchaser or through agents, underwriters, dealers or remarketing firms.        

           Offers to purchase debt securities may be solicited directly by us or
by agents designated by us from time to time. Any agent who may be deemed to be 
an underwriter, as that term is defined in the Securities Act of 1993, as       
amended (the "Securities Act"), involved in the offer or sale of the debt       
securities in respect of which this prospectus is delivered will be named, and  
any commissions payable by us to that agent will be set forth, in a prospectus  
supplement. The agent will be acting on a reasonable efforts basis for the      
period of its appointment or, if indicated in the applicable prospectus         
supplement, on a firm commitment basis. Agents may be entitled under agreements 
which may be entered into with us to indemnification by us against certain civil
liabilities, including liabilities under the Securities Act, and may be         
customers of, engage in transactions with or perform services for us in the     
ordinary course of business.                                                    

         If any underwriters are utilized in any sale of the debt securities
in respect of which this prospectus is delivered, we will enter into an         
underwriting agreement with those underwriters at the time of sale to them and  
the names of the underwriters and the terms of the transaction will be set forth
in the prospectus supplement, which will be used by the underwriters to make    
resales of the debt securities. The underwriters may be entitled, under the     
relevant underwriting agreement, to indemnification by us against certain civil 
liabilities, including liabilities under the Securities Act, and may be         
customers of, engage in transactions with or perform services for us in the     
ordinary course of business.                                                    

         If a dealer is utilized in any sale of the debt securities, we will
sell the debt securities to the dealer, as principal. The dealer may then resell
those debt securities to the public at varying prices to be determined by the   
dealer at the time of resale. Dealers may be entitled to indemnification by us  
against certain civil liabilities, including liabilities under the Securities   
Act, and may be customers of, engage in transactions with or perform services   
for us in the ordinary course of business.                                      

     Securities may also be offered and sold, if so indicated in the
prospectus supplement, in connection with a remarketing upon their purchase, in 
accordance with their terms, by one or more firms ("remarketing firms"), acting 
as principals for their own accounts or as our agents. Any remarketing firm will
be identified and the terms of its agreement, if any, with us and its           
compensation will be described in the prospectus supplement. Remarketing firms  
may be entitled under agreements which may be entered into with us to           
indemnification by us against certain civil liabilities, including liabilities  
under the Securities Act, and may be customers of, engage in transactions with  
or perform services for us in the ordinary course of business.                  

      If so indicated in the applicable prospectus supplement, we will
authorize agents, underwriters or dealers to solicit offers by certain          
purchasers to purchase debt securities from us, at the public offering price set
forth in the prospectus supplement pursuant to delayed delivery contracts       
providing for payment and delivery on a specified date in the future. These     
contracts will be subject to only those conditions set forth in the prospectus  
supplement, and the prospectus supplement will set forth the commission payable 
for solicitation of such offers.                                                

 LEGAL MATTERS

        The validity of the debt securities offered by this prospectus has
been passed upon for us by Weil, Gotshal & Manges LLP, New York, New York.      
Certain legal matters in connection with offerings made by this prospectus may  
be passed upon for any underwriters, dealers or agents by counsel named in the  
applicable prospectus supplement.                                               

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 EXPERTS

        The financial statements and schedule incorporated by reference in
this prospectus that are contained in our Annual Report on Form 10-K for the    
fiscal year ended June 30, 1999 have been audited by Arthur Andersen LLP,       
independent public accountants, as indicated in their reports with respect      
thereto, and are included herein in reliance upon the authority of said firm as 
experts in accounting and auditing in giving said reports.                      

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                           

      Expenses in connection with the issuance and distribution of the
securities being registered are estimated (other than with respect to the       
Commission's registration fee) to be as follows:                                

       Registration fee ....................................   $111,200.00
       Trustee's expenses  .................................      8,000.00
       Accounting fees and expenses  .......................     50,000.00
       Legal fees and expenses  ............................     75,000.00
       Miscellaneous........................................     10,000.00
               Total........................................   $254,200.00

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

           Generally, Section 145 of the General Corporation Law of the State of
Delaware (the "GCL") permits a corporation to indemnify any person made a party 
to an action, by reason of the fact that such person is or was a director,      
officer, employee or agent of the corporation or is or was serving at the       
request of the corporation as a director, officer, employee or agent of another 
corporation or enterprise. To the extent that person has been successful in any 
such matter, that person shall be indemnified against expenses actually and     
reasonably incurred by him. In the case of an action by or in the right of the  
corporation, no indemnification may be made in respect of any matter as to which
that person was adjudged liable unless and only to the extent that the Delaware 
Court of Chancery or the court in which the action was brought determines that  
despite the adjudication of liability that person is fairly and reasonably      
entitled to indemnity for proper expenses.                                      

           Our By-Laws provide for indemnification of our directors and officers
to the fullest extent permitted by law.                                         

    Section 102(b)(7) of the GCL enables a Delaware corporation to
include a provision in its certificate of incorporation limiting a director's   
liability to the corporation or its stockholders for monetary damages for       
breaches of fiduciary duty as a director. Our Certificate of Incorporation      
provides for such limitation to the full extent permitted under Delaware law.   

  Our directors and officers are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities arising 
under the Securities Act which might be incurred by them in such capacities and 
against which we may not indemnify them.                                        

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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.                            

Exhibit Number     Exhibit Description                                          
--------------     -------------------                                          

*1             Form of Debt Securities Underwriting Agreement.          

   *4             Indenture, dated as of November 5, 1999, between the Company
                and State Street Bank and Trust Company, N.A., relating to
the Debt Securities.                      

*5             Opinion of Weil, Gotshal & Manges LLP.                   

    *12            Statement regarding computation of ratio of earnings to fixed
charges.                                  

*23.1          Consent of Arthur Andersen LLP.                          

*23.2          Consent of Weil, Gotshal & Manges LLP (included in the   
Opinion filed as Exhibit 5).              

**24           Power of Attorney (included on signature page to this    
           Registration Statement, as filed on August 26, 1999).

    *25            Statement of Eligibility on Form T-1 of State Street Bank and
Trust Company, N.A.                       

------------------------                                                        
* Filed herewith.                                                               
** Previously filed.                                                            

ITEM 17. UNDERTAKINGS.                                                          

(a)  The undersigned Registrant hereby undertakes:                    

      (1)  To file, during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement:

            (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;             

           (ii) To reflect in the prospectus any facts or events arising
                  after the effective date of the registration statement (or
                the most recent post-effective amendment thereof) which,
                 individually or in the aggregate, represent a fundamental
               change in the information set forth in the registration
                 statement. Notwithstanding the foregoing, any increase or
              decrease in volume of securities offered (if the total
                dollar value of securities offered would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
             in the form of a prospectus filed with the Commission
                    pursuant to Rule 424(b) if, in the aggregate, the changes in
                   volume and price represent no more than a 20 percent change
                in the maximum aggregate offering price set forth in the
                "Calculation of Registration Fee" table in the effective
registration statement; and             

           (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the
             registration statement or any material change to such
  information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the 
information required to be included in a post-effective amendment by those      
paragraphs is contained in periodic reports filed with or                       

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furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the   
Registration Statement.                                                         

     (2)  That, for the purpose of determining any liability under the
              Securities Act of 1933, each such post-effective amendment shall
          be deemed to be a new registration statement relating to the
             securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
thereof; and                                      

 (3)  To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain
unsold at the termination of the offering.        

         (b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of   
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the        
Securities Exchange Act of 1934 (and, where applicable, each filing of an       
employee benefit plan's annual report pursuant to Section 15(d) of the          
Securities Exchange Act of 1934) that is incorporated by reference in the       
Registration Statement shall be deemed to be a new registration statement       
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.      

 (c) The undersigned Registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the trustee to act
under subsection (a) of Section 310 of the Trust Indenture Act in accordance    
with the rules and regulations prescribed by the Commission under Section       
305(b)(2) of the Act.                                                           

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SIGNATURES
----------

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment to the Registration Statement to be   
signed on its behalf by the undersigned, thereunto duly authorized, in New York,
New York, on this 5th day of November, 1999.                                    

             THE ESTEE LAUDER COMPANIES INC.

         By:    /s/ ROBERT J. BIGLER
                   -------------------------------
     Name:  Robert J. Bigler
                              Title: Senior Vice President and Chief Financial
   Officer

    Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to the Registration Statement has been signed by the    
following persons in the capacities and on the dates indicated.                 

                                                        [Enlarge/Download Table]

                SIGNATURE                                   TITLE                              DATE     
                ---------                                   -----                              ----     
                                                                                                        
                 *                              Chairman of the Board and Chief         November 5, 1999
------------------------------------------      Executive Officer (Principal Executive                  
            Leonard A. Lauder                   Officer)                                                
                 *                              Director                                November 5, 1999
------------------------------------------                                                              
             Ronald S. Lauder                                                                           
                 *                              Director                                November 5, 1999
------------------------------------------                                                              
            William P. Lauder                                                                           
                 *                              Director                                November 5, 1999
------------------------------------------                                                              
            Fred H. Langhammer                                                                          
                 *                              Director                                November 5, 1999
------------------------------------------                                                              
            Richard D. Parsons                                                                          
                 *                              Director                                November 5, 1999
------------------------------------------                                                              
              Marshall Rose                                                                             
                 *                              Director                                November 5, 1999
------------------------------------------                                                              
           P. Roy Vagelos, M.D.                                                                         
                 *                              Director                                November 5, 1999
------------------------------------------                                                              
              Faye Wattleton                                                                            
                 *                              Senior Vice President and Chief         November 5, 1999
------------------------------------------      Financial Officer (Principal Financial                  
             Robert J. Bigler                   and Accounting Officer)                                 

           *By: /s/ ROBERT J. BIGLER                                                                    
               -------------------------------                                                          
                Robert J. Bigler                                                                        
                Attorney-in-Fact                                                                        


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 EXHIBIT INDEX

Exhibit Number     Exhibit Description                                          
--------------     -------------------                                          

*1             Form of Debt Securities Underwriting Agreement.          

   *4             Indenture, dated as of November 5, 1999, between the Company
                and State Street Bank and Trust Company, N.A., relating to
the Debt Securities.                      

*5             Opinion of Weil, Gotshal & Manges LLP.                   

    *12            Statement regarding computation of ratio of earnings to fixed
charges.                                  

*23.1          Consent of Arthur Andersen LLP.                          

*23.2          Consent of Weil, Gotshal & Manges LLP (included in the   
Opinion filed as Exhibit 5).              

**24           Power of Attorney (included on signature page to this    
           Registration Statement, as filed on August 26, 1999).

    *25            Statement of Eligibility on Form T-1 of State Street Bank and
Trust Company, N.A.                       

------------------------                                                        
* Filed herewith.                                                               
** Previously filed.                                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3/A’ Filing		Date		First		Last			Other Filings
		6/30/05		19					10-K,  5,  8-K
		6/30/00		20					10-K,  4
Filed on:		11/5/99		1		27
		10/22/99		8		20
		9/30/99		4		9			10-Q,  4,  DEF 14A
		8/26/99		24		27			S-3
		6/30/99		4		22			10-K,  4
		6/2/99		10
		5/10/99		10					4
		4/26/99		10
		9/30/98		8		9			10-Q,  4,  DEF 14A
		6/30/98		8					10-K,  4,  5
		6/30/97		8					10-K405,  5
		6/30/96		8		10
		11/16/95		18
		6/30/95		8		10
									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