================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported)
                                  July 13, 2006

                         The Estee Lauder Companies Inc.
             (Exact name of registrant as specified in its charter)

           Delaware                    1-14064                   11-2408943
 (State or other jurisdiction   (Commission File Number)       (IRS Employer
        of incorporation)                                    Identification No.)

  767 Fifth Avenue, New York, New York                             10153
 (Address of principal executive offices)                       (Zip Code)

               Registrant's telephone number, including area code
                                  212-572-4200

                                 Not Applicable
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended
to simultaneously  satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))
================================================================================
<PAGE>


ITEM  8.01 Other Events.

     On July 13, 2006, The Estee Lauder Companies Inc. (the "Company") announced
that it has reached a settlement with the Internal Revenue Service regarding its
examination  of the Company's  consolidated  Federal  income tax returns for the
fiscal  years ended June 30, 1998  through  June 30,  2001.  A copy of the press
release, which includes descriptions of (a) the settlement, (b) an adjustment to
the charge taken in fiscal 2005 relating to the repatriation of foreign earnings
through  intercompany  dividends  under  the  provisions  of the  American  Jobs
Creation Act of 2004 and (c) the financial  statement  impacts of the settlement
and the  adjustment,  is  filed  with  this  Form  8-K as  Exhibit  99.1  and is
incorporated herein by reference.

ITEM  9.01  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                    Description
-----------                    -----------

   99.1                        Press release dated July 13, 2006 of The Estee
                               Lauder Companies Inc.


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                                 THE ESTEE LAUDER COMPANIES INC.

Date:  July 13, 2006                                   By: /s/Richard W. Kunes
                                                           -------------------
                                                           Richard W. Kunes
                                                       Executive Vice President
                                                     and Chief Financial Officer
                                                       (Principal Financial and
                                                           Accounting Officer)


<PAGE>


                         THE ESTEE LAUDER COMPANIES INC.

                                  EXHIBIT INDEX



Exhibit No.               Description
-----------               -----------

   99.1                   Press release dated July 13, 2006 of The Estee Lauder
                          Companies Inc.


<PAGE>



                                                                    Exhibit 99.1
THE ESTEE LAUDER                                                            News
COMPANIES INC.                                                          Contact:
                                                             Investor Relations:
                                                                 Dennis D'Andrea
                                                                  (212) 572-4384
767 Fifth Avenue
New York, NY  10153
                                                                Media Relations:
                                                                    Sally Susman
                                                                  (212) 572-4430
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE:

              ESTEE LAUDER COMPANIES ANNOUNCES SETTLEMENT WITH IRS

New York - July 13, 2006 - The Estee Lauder  Companies Inc. (NYSE:  EL) today
announced  that it has reached a settlement  with the Internal  Revenue  Service
(IRS) regarding its examination of the Company's consolidated Federal income tax
returns for the fiscal years ended June 30, 1998 through June 30, 2001.

The  settlement  resolves  previously  disclosed  issues raised during the IRS's
examination,  including  transfer  pricing and foreign tax credit  computations.
While the settlement concludes the audit for fiscal years 1998 through 2001, the
statement of earnings  impact related to these issues also has been computed for
all subsequent  periods and the aggregate  impact is recorded in the fiscal year
ended June 30, 2006.  The  settlement  resulted in an increase to the  Company's
fiscal 2006 income tax provision and a corresponding decrease in fiscal 2006 net
earnings of approximately $46 million,  or approximately $.21 per diluted common
share.

In anticipation  of the settlement,  the Company made a cash payment to the U.S.
Treasury of  approximately  $70 million on June 30,  2006.  The  payment,  which
reflected additional taxes and interest, represented the Company's liability for
all  issues  under the  examination  period,  as well as for  settlement  of the
transfer pricing issue for the fiscal years ended June 30, 2002 through June 30,
2004.

In addition, during the fourth quarter of fiscal 2006, the Company completed the
repatriation  of foreign  earnings  through  intercompany  dividends as required
under the  provisions  of the American  Jobs  Creation  Act of 2004  (AJCA).  In
connection  with the  repatriation,  the Company  finalized  computations of the
related   aggregate  tax  impact,   resulting  in  a  favorable   adjustment  of
approximately  $11 million,  or approximately  $.05 per diluted common share, to
the Company's  initial tax charge of $35 million  recorded in fiscal 2005.

The tax settlement, coupled with the AJCA favorable tax adjustment,  resulted in
a net  increase  to  the  Company's  fiscal  2006  income  tax  provision  and a
corresponding decrease in fiscal 2006 net earnings of approximately $35 million,
or approximately $.16 per diluted common share.
<PAGE>

The  Company  expects to  announce  its  results for the quarter and fiscal year
ended June 30, 2006 on August 16, 2006.

The Estee Lauder Companies Inc. is one of the world's leading  manufacturers and
marketers of quality skin care,  makeup,  fragrance and hair care products.  The
Company's  products  are  sold in  over  130  countries  and  territories  under
well-recognized  brand  names,   including  Estee  Lauder,   Aramis,  Clinique,
Prescriptives, Origins, M.A.C, Bobbi Brown, Tommy Hilfiger, La Mer, Donna Karan,
Aveda,  Jo Malone,  Bumble and bumble,  Darphin,  Michael Kors,  Rodan + Fields,
American   Beauty,   Flirt!,   Good   Skin(TM),   Donald  Trump  The  Fragrance,
Grassroots(TM), Sean John, Missoni and Daisy Fuentes.

An  electronic  version of this release can be found at the  Company's  website,
www.elcompanies.com.
--------------------


                                      # # #
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================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported)
                                  July 13, 2006

                         The Estee Lauder Companies Inc.
             (Exact name of registrant as specified in its charter)

           Delaware                    1-14064                   11-2408943
 (State or other jurisdiction   (Commission File Number)       (IRS Employer
        of incorporation)                                    Identification No.)

  767 Fifth Avenue, New York, New York                             10153
 (Address of principal executive offices)                       (Zip Code)

               Registrant's telephone number, including area code
                                  212-572-4200

                                 Not Applicable
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended
to simultaneously  satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))
================================================================================
ITEM  8.01 Other Events.

     On July 13, 2006, The Estee Lauder Companies Inc. (the "Company") announced
that it has reached a settlement with the Internal Revenue Service regarding its
examination  of the Company's  consolidated  Federal  income tax returns for the
fiscal  years ended June 30, 1998  through  June 30,  2001.  A copy of the press
release, which includes descriptions of (a) the settlement, (b) an adjustment to
the charge taken in fiscal 2005 relating to the repatriation of foreign earnings
through  intercompany  dividends  under  the  provisions  of the  American  Jobs
Creation Act of 2004 and (c) the financial  statement  impacts of the settlement
and the  adjustment,  is  filed  with  this  Form  8-K as  Exhibit  99.1  and is
incorporated herein by reference.

ITEM  9.01  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                    Description
-----------                    -----------

   99.1                        Press release dated July 13, 2006 of The Estee
                               Lauder Companies Inc.

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                                 THE ESTEE LAUDER COMPANIES INC.

Date:  July 13, 2006                                   By: /s/Richard W. Kunes
                                                           -------------------
                                                           Richard W. Kunes
                                                       Executive Vice President
                                                     and Chief Financial Officer
                                                       (Principal Financial and
                                                           Accounting Officer)
THE ESTEE LAUDER COMPANIES INC.

                                  EXHIBIT INDEX

Exhibit No.               Description
-----------               -----------

   99.1                   Press release dated July 13, 2006 of The Estee Lauder
                          Companies Inc.
Exhibit 99.1
THE ESTEE LAUDER                                                            News
COMPANIES INC.                                                          Contact:
                                                             Investor Relations:
                                                                 Dennis D'Andrea
                                                                  (212) 572-4384
767 Fifth Avenue
New York, NY  10153
                                                                Media Relations:
                                                                    Sally Susman
                                                                  (212) 572-4430
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE:

              ESTEE LAUDER COMPANIES ANNOUNCES SETTLEMENT WITH IRS

New York - July 13, 2006 - The Estee Lauder  Companies Inc. (NYSE:  EL) today
announced  that it has reached a settlement  with the Internal  Revenue  Service
(IRS) regarding its examination of the Company's consolidated Federal income tax
returns for the fiscal years ended June 30, 1998 through June 30, 2001.

The  settlement  resolves  previously  disclosed  issues raised during the IRS's
examination,  including  transfer  pricing and foreign tax credit  computations.
While the settlement concludes the audit for fiscal years 1998 through 2001, the
statement of earnings  impact related to these issues also has been computed for
all subsequent  periods and the aggregate  impact is recorded in the fiscal year
ended June 30, 2006.  The  settlement  resulted in an increase to the  Company's
fiscal 2006 income tax provision and a corresponding decrease in fiscal 2006 net
earnings of approximately $46 million,  or approximately $.21 per diluted common
share.

In anticipation  of the settlement,  the Company made a cash payment to the U.S.
Treasury of  approximately  $70 million on June 30,  2006.  The  payment,  which
reflected additional taxes and interest, represented the Company's liability for
all  issues  under the  examination  period,  as well as for  settlement  of the
transfer pricing issue for the fiscal years ended June 30, 2002 through June 30,
2004.

In addition, during the fourth quarter of fiscal 2006, the Company completed the
repatriation  of foreign  earnings  through  intercompany  dividends as required
under the  provisions  of the American  Jobs  Creation  Act of 2004  (AJCA).  In
connection  with the  repatriation,  the Company  finalized  computations of the
related   aggregate  tax  impact,   resulting  in  a  favorable   adjustment  of
approximately  $11 million,  or approximately  $.05 per diluted common share, to
the Company's  initial tax charge of $35 million  recorded in fiscal 2005.

The tax settlement, coupled with the AJCA favorable tax adjustment,  resulted in
a net  increase  to  the  Company's  fiscal  2006  income  tax  provision  and a
corresponding decrease in fiscal 2006 net earnings of approximately $35 million,
or approximately $.16 per diluted common share.
The  Company  expects to  announce  its  results for the quarter and fiscal year
ended June 30, 2006 on August 16, 2006.

The Estee Lauder Companies Inc. is one of the world's leading  manufacturers and
marketers of quality skin care,  makeup,  fragrance and hair care products.  The
Company's  products  are  sold in  over  130  countries  and  territories  under
well-recognized  brand  names,   including  Estee  Lauder,   Aramis,  Clinique,
Prescriptives, Origins, M.A.C, Bobbi Brown, Tommy Hilfiger, La Mer, Donna Karan,
Aveda,  Jo Malone,  Bumble and bumble,  Darphin,  Michael Kors,  Rodan + Fields,
American   Beauty,   Flirt!,   Good   Skin(TM),   Donald  Trump  The  Fragrance,
Grassroots(TM), Sean John, Missoni and Daisy Fuentes.

An  electronic  version of this release can be found at the  Company's  website,
www.elcompanies.com.
--------------------

                                      # # #