As filed with the Securities and Exchange Commission on October 31, 1997
                                                  Registration No. ___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             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 
 Incorporation or Organization)            (I.R.S. Employer Identification No.)

                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 572-4200
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                                  SASSABY, INC.
                      AMENDED AND RESTATED 1995 STOCK PLAN
                                       AND
                   AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                              (Full Title of Plan)

                              SAUL H. MAGRAM, ESQ.
                                 GENERAL COUNSEL
                         THE ESTEE LAUDER COMPANIES INC.
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 572-4200
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
                            JEFFREY J. WEINBERG, ESQ.
                             WEIL, GOTSHAL & MANGES
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================================================================================================================
                                                          Proposed Maximum       Proposed Maximum
  Title of Each Class of Securities to    Amount to be   Offering Price Per     Aggregate Offering     Amount of
              be Registered               Registered(1)       Share(2)               Price(2)       Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>                     <C>                 <C>              
Class A Common Stock, par value $.01                     
per share                                    111,544           $41.125                $4,587,247           $1,391.00
================================================================================
<FN>
(1)  Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933. (2) Estimated solely for purposes of calculating the registration
fee pursuant to Rule 457 of the Securities Act of 1933.
================================================================================
</FN>
</TABLE>
<PAGE>

                                EXPLANATORY NOTE

                  On October 31, 1997, Jungle Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of The Estee Lauder Companies Inc.
(the "Company"), was merged (the "Merger") with and into Sassaby, Inc., a
Delaware Corporation ("Sassaby"). As a result of such Merger, Sassaby has become
a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement,
certain of the outstanding options issued under each of the Sassaby, Inc.
Amended and Restated 1995 Stock Plan and the Sassaby, Inc. Amended and Restated
1997 Stock Option Plan were assumed by the Company. Consequently, such options
are no longer exercisable for shares of Sassaby Common Stock, par value $.01 per
share, but, instead, constitute options to acquire shares of the Company's Class
A Common Stock, par value $.01 per share.



                                       I-1
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.

                  The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

Item 2.

                  Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to eligible employees
pursuant to Rule 428(b) or additional information about either the Sassaby, Inc.
1995 Stock Plan or the Sassaby, Inc. 1997 Stock Option Plan and their
administrators are available without charge by contacting:

                         The Estee Lauder Companies Inc.
                                767 Fifth Avenue
                            New York, New York 10153
                                 (212) 572-4200

                           Attention: James Pavlakis,
                           Human Resources Department



                                       I-2
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed with the Commission by The Estee
Lauder Companies Inc. (the "Company") are incorporated herein by reference:

                  (a) The Company's Annual Report on 10-K for the year ended 
June 30, 1997; and

                  (b) The description of the Company's Class A Common Stock
contained in the Company's Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on November 8, 1995, including any amendment or
report filed for the purpose of updating such description.

                  All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Generally, Section 145 of the General Corporate Law of the
State of Delaware (the "GCL") permits a corporation to indemnify certain persons
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 indemnify for proper expenses.

                  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. The Company has adopted a provision in
its Certificate of Incorporation that provides for such limitation to the full
extent permitted under Delaware law.

                  The Company's Bylaws provide for indemnification of its
directors and officers to the fullest extent permitted by law.




                                      II-1
<PAGE>

                  The directors and officers of the Company 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 they cannot be indemnified by the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

               4(a)    -       Form of Restated Certificate of Incorporation 
                               (incorporated by reference to Exhibit 3.1 of 
                               Amendment No. 3 to the Company's Registration
                               Statement on Form S-1, dated as of November 13,
                               1995 ("Amendment No. 3")).

               4(b)     -      Form of Amended & Restated By-Laws (incorporated
                               by reference to Exhibit 3.2 to Amendment No. 3).

               4(c)     -      Sassaby, Inc. Amended and Restated 1995 Stock 
                               Plan.

               4(d)     -      Sassaby, Inc. Amended and Restated 1997 Stock
                               Option Plan.

               5        -      Opinion of Weil, Gotshal & Manges.

               23(a)    -      Consent of Arthur Andersen LLP.

               23(b)    -      Consent of Weil, Gotshal & Manges (included in
                               Exhibit 5).

               24       -      Power of Attorney (included as part of the 
                               signature page to this Registration Statement 
                               and incorporated herein by reference).

ITEM 9.  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;

                           (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;

                           (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 paragraph (a)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by the foregoing paragraphs is
                  contained in periodic reports filed by the Company pursuant to
                  Section 13 or Section 15(d) of the Exchange Act that are
                  incorporated by reference in the Registration Statement.



                                      II-2
<PAGE>

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, 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.

                  (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, each filing of the registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the Exchange Act 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)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the registrant pursuant to the
                  foregoing provi- sions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  registrant of expenses incurred or paid by a director, officer
                  or controlling person of the registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connec- tion with
                  the securities being registered, the registrant will, unless
                  in the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate juris-
                  diction the question whether such indemnification by it is
                  against public policy as expressed in the Securities Act and
                  will be governed by the final adjudication of such issue.



                                      II-3
<PAGE>
                                   SIGNATURES


                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of New York, State of New York, on this 31st day of
October, 1997.

                                       THE ESTEE LAUDER COMPANIES INC.


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


                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Robert J. Bigler,
Andrew Cavanaugh and Saul H. Magram acting individually, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>

Signature                      Title                                        Date
---------                      -----                                        ----

<S>                         <C>                                          <C> 
/s/ Leonard A. Lauder          Chairman of the Board of Directors, Chief   October 31, 1997
-------------------------------                                            
Leonard A. Lauder              Executive Officer and Director
                               (Principal Executive Officer)

/s/ Ronald S. Lauder           Director                                    October 31, 1997
-------------------------------                                            
Ronald S. Lauder


/s/ William P. Lauder          Director                                    October 31, 1997
-------------------------------                                            
William P. Lauder


/s/ Fred H. Langhammer         Director                                    October 31, 1997
-------------------------------                                            
Fred H. Langhammer

</TABLE>

                                      II-4
<PAGE>


<TABLE>
<CAPTION>


Signature                          Title                                   Date
---------                          -----                                   ----

<S>                            <C>                                       <C> 
/s/ Marshall Rose                  Director                                October 31, 1997
-------------------------------
Marshall Rose


/s/ P. Roy Vagelos                 Director                                October 31, 1997
-------------------------------                                            
P. Roy Vagelos


/s/ Faye Wattleton                 Director                                October 31, 1997
--------------------------------
Faye Wattleton


/s/ Robert J. Bigler               Senior Vice President and               October 31, 1997
-------------------------------                                            
Robert J. Bigler                   Chief Financial Officer
                                   (Principal Financial and
                                   Accounting Officer)
</TABLE>

                                      II-5

<PAGE>

                                  EXHIBIT INDEX


    EXHIBIT NO.                 DESCRIPTION                            PAGE NO.
    ----------                  -----------                            -------

         4(a)       -    Form of Restated Certificate of Incorporation
                         (incorporated by reference to Exhibit 3.1 of
                         Amendment No. 3 to the Company's Registration
                         Statement on Form S-1, dated as of November 13, 1995
                         ("Amendment No. 3")).

         4(b)       -    Form of Amended & Restated By-Laws (incorporated by
                         reference to Exhibit 3.2 to Amendment No. 3).

         4(c)       -    Sassaby, Inc. Amended and Restated 1995 Stock Plan.

         4(d)       -    Sassaby, Inc. Amended and Restated 1997 Stock Option
                         Plan.

         5          -    Opinion of Weil, Gotshal & Manges.

         23(a)      -    Consent of Arthur Andersen LLP.

         23(b)      -    Consent of Weil, Gotshal & Manges (included in
                         Exhibit 5).

         24         -    Power of Attorney (included as part of the
                         signature page to this Registration Statement and
                         incorporated herein by reference).


                                      II-6
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{"company-data": {"conformed-name": "ESTEE LAUDER COMPANIES INC", "cik": "0001001250", "assigned-sic": "2844", "irs-number": "112408943", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39237", "film-number": "97705867"}, "business-address": {"street1": "767 FIFTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10153", "phone": "2125724200"}, "mail-address": {"street1": "767 FIFTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10153"}}
As filed with the Securities and Exchange Commission on October 31, 1997
                                                  Registration No. ___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             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 
 Incorporation or Organization)            (I.R.S. Employer Identification No.)

                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 572-4200
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                                  SASSABY, INC.
                      AMENDED AND RESTATED 1995 STOCK PLAN
                                       AND
                   AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                              (Full Title of Plan)

                              SAUL H. MAGRAM, ESQ.
                                 GENERAL COUNSEL
                         THE ESTEE LAUDER COMPANIES INC.
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 572-4200
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
                            JEFFREY J. WEINBERG, ESQ.
                             WEIL, GOTSHAL & MANGES
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                          Proposed Maximum       Proposed Maximum
  Title of Each Class of Securities to    Amount to be   Offering Price Per     Aggregate Offering     Amount of
              be Registered               Registered(1)       Share(2)               Price(2)       Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value $.01                     
per share                                    111,544           $41.125                $4,587,247           $1,391.00
================================================================================
(1)  Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933. (2) Estimated solely for purposes of calculating the registration
fee pursuant to Rule 457 of the Securities Act of 1933.
================================================================================
EXPLANATORY NOTE

                  On October 31, 1997, Jungle Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of The Estee Lauder Companies Inc.
(the "Company"), was merged (the "Merger") with and into Sassaby, Inc., a
Delaware Corporation ("Sassaby"). As a result of such Merger, Sassaby has become
a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement,
certain of the outstanding options issued under each of the Sassaby, Inc.
Amended and Restated 1995 Stock Plan and the Sassaby, Inc. Amended and Restated
1997 Stock Option Plan were assumed by the Company. Consequently, such options
are no longer exercisable for shares of Sassaby Common Stock, par value $.01 per
share, but, instead, constitute options to acquire shares of the Company's Class
A Common Stock, par value $.01 per share.

                                       I-1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.

                  The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

Item 2.

                  Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to eligible employees
pursuant to Rule 428(b) or additional information about either the Sassaby, Inc.
1995 Stock Plan or the Sassaby, Inc. 1997 Stock Option Plan and their
administrators are available without charge by contacting:

                         The Estee Lauder Companies Inc.
                                767 Fifth Avenue
                            New York, New York 10153
                                 (212) 572-4200

                           Attention: James Pavlakis,
                           Human Resources Department

                                       I-2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed with the Commission by The Estee
Lauder Companies Inc. (the "Company") are incorporated herein by reference:

                  (a) The Company's Annual Report on 10-K for the year ended 
June 30, 1997; and

                  (b) The description of the Company's Class A Common Stock
contained in the Company's Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on November 8, 1995, including any amendment or
report filed for the purpose of updating such description.

                  All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Generally, Section 145 of the General Corporate Law of the
State of Delaware (the "GCL") permits a corporation to indemnify certain persons
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 indemnify for proper expenses.

                  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. The Company has adopted a provision in
its Certificate of Incorporation that provides for such limitation to the full
extent permitted under Delaware law.

                  The Company's Bylaws provide for indemnification of its
directors and officers to the fullest extent permitted by law.

                                      II-1
The directors and officers of the Company 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 they cannot be indemnified by the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

               4(a)    -       Form of Restated Certificate of Incorporation 
                               (incorporated by reference to Exhibit 3.1 of 
                               Amendment No. 3 to the Company's Registration
                               Statement on Form S-1, dated as of November 13,
                               1995 ("Amendment No. 3")).

               4(b)     -      Form of Amended & Restated By-Laws (incorporated
                               by reference to Exhibit 3.2 to Amendment No. 3).

               4(c)     -      Sassaby, Inc. Amended and Restated 1995 Stock 
                               Plan.

               4(d)     -      Sassaby, Inc. Amended and Restated 1997 Stock
                               Option Plan.

               5        -      Opinion of Weil, Gotshal & Manges.

               23(a)    -      Consent of Arthur Andersen LLP.

               23(b)    -      Consent of Weil, Gotshal & Manges (included in
                               Exhibit 5).

               24       -      Power of Attorney (included as part of the 
                               signature page to this Registration Statement 
                               and incorporated herein by reference).

ITEM 9.  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;

                           (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;

                           (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 paragraph (a)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by the foregoing paragraphs is
                  contained in periodic reports filed by the Company pursuant to
                  Section 13 or Section 15(d) of the Exchange Act that are
                  incorporated by reference in the Registration Statement.

                                      II-2
(2)      That, for the purpose of determining any liability
                           under the Securities Act, 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.

                  (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, each filing of the registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the Exchange Act 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)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the registrant pursuant to the
                  foregoing provi- sions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  registrant of expenses incurred or paid by a director, officer
                  or controlling person of the registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connec- tion with
                  the securities being registered, the registrant will, unless
                  in the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate juris-
                  diction the question whether such indemnification by it is
                  against public policy as expressed in the Securities Act and
                  will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of New York, State of New York, on this 31st day of
October, 1997.

                                       THE ESTEE LAUDER COMPANIES INC.

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

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Robert J. Bigler,
Andrew Cavanaugh and Saul H. Magram acting individually, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                      Title                                        Date
---------                      -----                                        ----
/s/ Leonard A. Lauder          Chairman of the Board of Directors, Chief   October 31, 1997
-------------------------------                                            
Leonard A. Lauder              Executive Officer and Director
                               (Principal Executive Officer)

/s/ Ronald S. Lauder           Director                                    October 31, 1997
-------------------------------                                            
Ronald S. Lauder

/s/ William P. Lauder          Director                                    October 31, 1997
-------------------------------                                            
William P. Lauder

/s/ Fred H. Langhammer         Director                                    October 31, 1997
-------------------------------                                            
Fred H. Langhammer
II-4
Signature                          Title                                   Date
---------                          -----                                   ----
/s/ Marshall Rose                  Director                                October 31, 1997
-------------------------------
Marshall Rose

/s/ P. Roy Vagelos                 Director                                October 31, 1997
-------------------------------                                            
P. Roy Vagelos

/s/ Faye Wattleton                 Director                                October 31, 1997
--------------------------------
Faye Wattleton

/s/ Robert J. Bigler               Senior Vice President and               October 31, 1997
-------------------------------                                            
Robert J. Bigler                   Chief Financial Officer
                                   (Principal Financial and
                                   Accounting Officer)
II-5
EXHIBIT INDEX

    EXHIBIT NO.                 DESCRIPTION                            PAGE NO.
    ----------                  -----------                            -------

         4(a)       -    Form of Restated Certificate of Incorporation
                         (incorporated by reference to Exhibit 3.1 of
                         Amendment No. 3 to the Company's Registration
                         Statement on Form S-1, dated as of November 13, 1995
                         ("Amendment No. 3")).

         4(b)       -    Form of Amended & Restated By-Laws (incorporated by
                         reference to Exhibit 3.2 to Amendment No. 3).

         4(c)       -    Sassaby, Inc. Amended and Restated 1995 Stock Plan.

         4(d)       -    Sassaby, Inc. Amended and Restated 1997 Stock Option
                         Plan.

         5          -    Opinion of Weil, Gotshal & Manges.

         23(a)      -    Consent of Arthur Andersen LLP.

         23(b)      -    Consent of Weil, Gotshal & Manges (included in
                         Exhibit 5).

         24         -    Power of Attorney (included as part of the
                         signature page to this Registration Statement and
                         incorporated herein by reference).

                                      II-6