As filed with the Securities and Exchange Commission on November 9, 2000
                                                    Registration No. 333-_______
================================================================================
                       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            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                                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)

                         THE ESTEE LAUDER COMPANIES INC.
                   NON-EMPLOYEE DIRECTOR SHARE INCENTIVE PLAN
                              (Full Title of Plan)

                              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 and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)
                                   Copies to:
                            JEFFREY J. WEINBERG, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000
<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
===================================================================================================================================
  Title of Each Class of Securities to be        Amount to be         Proposed Maximum       Proposed Maximum        Amount of
                                                                     Offering Price Per     Aggregate Offering
                 Registered                      Registered(1)            Share(2)               Price(2)         Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                       <C>                    <C>                 <C>
Class A Common Stock, par value $0.01 per
share                                           300,000 shares            $44.625                $13,387,500.00      $3,534.30
===================================================================================================================================
(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.
===================================================================================================================================

</TABLE>

<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 non-employee directors
         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 non-employee
         directors pursuant to Rule 428(b) or additional information about The
         Estee Lauder Companies Inc. Non-Employee Director Share Incentive Plan
         are available without charge by contacting:

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

                     Attention: Human Resources Department -
                            Stock Plan Administration


<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 Form 10-K for the fiscal
                  year ended June 30, 2000;

                  (b) The Company's Quarterly Report on Form 10-Q for the
                  quarter ended September 30, 2000;

                  (c) The description of the Company's Class A Common Stock, par
                  value $0.01 per share (the "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 (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 Corporation Law of the State of
         Delaware (the "DGCL") 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,
         partnership, joint venture, trust or other 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.

         Section 102(b)(7) of the DGCL 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.

<PAGE>

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

         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.

         4(b) - Certificate of Amendment to Restated Certificate of
         Incorporation (incorporated by reference to Exhibit 3.1 to the
         Company's Quarterly Report on Form 10-Q for the quarter ended December
         31, 1999).

         4(c) - Form of Amended and Restated By-Laws (incorporated by reference
         to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the
         quarter ended December 31, 1999).

         4(d) - The Estee Lauder Companies Inc. Non-Employee Director Share
         Incentive Plan.

         5 - Opinion of Weil, Gotshal & Manges LLP.

         23(a)- Consent of Arthur Andersen LLP.

         23(b)- Consent of Weil, Gotshal & Manges LLP (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. 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 prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in


                                      II-2
<PAGE>

                                    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;

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

                           (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 Company pursuant to the foregoing
                  provisions, or otherwise, the Company 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 Company of expenses incurred or
                  paid by a director, officer or controlling person of the
                  Company in the successful defense of any action, suit or
                  proceeding) is asserted by such director, officer or
                  controlling person in connection with the securities being
                  registered, the Company will, unless in the opinion of its
                  counsel the matter has been settled by controlling precedent,
                  submit to a court of appropriate jurisdiction 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 9th day of November, 2000.

                         THE ESTEE LAUDER COMPANIES INC.



                         By:   /s/ Richard W. Kunes
                               -----------------------------------
                               Name:  Richard W. Kunes
                               Title: Senior Vice President and
                                      Chief Financial Officer







                                      II-4
<PAGE>

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
         appears below constitutes and appoints each of Richard W. Kunes, Andrew
         Cavanaugh and Paul E. Konney, acting individually, his or her true and
         lawful attorney-in-fact and agent, with full power of substitution and
         resubstitution, for him or her and in his or her 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 or she might or could do in
         person, hereby ratifying and confirming all that said attorney-in-fact
         and agent, or his or her 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/ Fred H. Langhammer                          President, Chief Executive Officer and        November 9, 2000
----------------------------------------        Director
Fred H. Langhammer                              (Principal Executive Officer)

/s/ Leonard A. Lauder
----------------------------------------        Chairman of the Board of Directors            November 9, 2000
Leonard A. Lauder

/s/ Ronald S. Lauder
----------------------------------------                       Director                       November 9, 2000
Ronald S. Lauder

/s/ William P. Lauder
----------------------------------------                       Director                       November 9, 2000
William P. Lauder

/s/ Marshall Rose
----------------------------------------                       Director                       November 9, 2000
Marshall Rose

/s/ Richard D. Parsons
----------------------------------------                       Director                       November 9, 2000
Richard D. Parsons

/s/ Faye Wattleton
----------------------------------------                       Director                       November 9, 2000
Faye Wattleton
                                                Senior Vice President and Chief
/s/ Richard W. Kunes                            Financial Officer
----------------------------------------        (Principal Financial and Accounting           November 9, 2000
Richard W. Kunes                                Officer)

</TABLE>


                                      II-5
<PAGE>

                                 EXHIBIT INDEX

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.

4(b) - Certificate of Amendment to Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1999).

4(c) - Form of Amended and Restated By-Laws (incorporated by reference to
Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999).

4(d) - The Estee Lauder Companies Inc. Non-Employee Director Share Incentive
Plan.

5 - Opinion of Weil, Gotshal & Manges LLP.

23(a) - Consent of Arthur Andersen LLP.

23(b) - Consent of Weil, Gotshal & Manges LLP (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
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 22003}]
{"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": "333-49606", "film-number": "757017"}, "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 November 9, 2000
                                                    Registration No. 333-_______
================================================================================
                       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            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                                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)

                         THE ESTEE LAUDER COMPANIES INC.
                   NON-EMPLOYEE DIRECTOR SHARE INCENTIVE PLAN
                              (Full Title of Plan)

                              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 and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)
                                   Copies to:
                            JEFFREY J. WEINBERG, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
  Title of Each Class of Securities to be        Amount to be         Proposed Maximum       Proposed Maximum        Amount of
                                                                     Offering Price Per     Aggregate Offering
                 Registered                      Registered(1)            Share(2)               Price(2)         Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value $0.01 per
share                                           300,000 shares            $44.625                $13,387,500.00      $3,534.30
===================================================================================================================================
(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.
===================================================================================================================================
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 non-employee directors
         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 non-employee
         directors pursuant to Rule 428(b) or additional information about The
         Estee Lauder Companies Inc. Non-Employee Director Share Incentive Plan
         are available without charge by contacting:

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

                     Attention: Human Resources Department -
                            Stock Plan Administration
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 Form 10-K for the fiscal
                  year ended June 30, 2000;

                  (b) The Company's Quarterly Report on Form 10-Q for the
                  quarter ended September 30, 2000;

                  (c) The description of the Company's Class A Common Stock, par
                  value $0.01 per share (the "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 (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 Corporation Law of the State of
         Delaware (the "DGCL") 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,
         partnership, joint venture, trust or other 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.

         Section 102(b)(7) of the DGCL 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.

         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.

         4(b) - Certificate of Amendment to Restated Certificate of
         Incorporation (incorporated by reference to Exhibit 3.1 to the
         Company's Quarterly Report on Form 10-Q for the quarter ended December
         31, 1999).

         4(c) - Form of Amended and Restated By-Laws (incorporated by reference
         to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the
         quarter ended December 31, 1999).

         4(d) - The Estee Lauder Companies Inc. Non-Employee Director Share
         Incentive Plan.

         5 - Opinion of Weil, Gotshal & Manges LLP.

         23(a)- Consent of Arthur Andersen LLP.

         23(b)- Consent of Weil, Gotshal & Manges LLP (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. 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 prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in

                                      II-2
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;

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

                           (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 Company pursuant to the foregoing
                  provisions, or otherwise, the Company 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 Company of expenses incurred or
                  paid by a director, officer or controlling person of the
                  Company in the successful defense of any action, suit or
                  proceeding) is asserted by such director, officer or
                  controlling person in connection with the securities being
                  registered, the Company will, unless in the opinion of its
                  counsel the matter has been settled by controlling precedent,
                  submit to a court of appropriate jurisdiction 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 9th day of November, 2000.

                         THE ESTEE LAUDER COMPANIES INC.

                         By:   /s/ Richard W. Kunes
                               -----------------------------------
                               Name:  Richard W. Kunes
                               Title: Senior Vice President and
                                      Chief Financial Officer

                                      II-4
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
         appears below constitutes and appoints each of Richard W. Kunes, Andrew
         Cavanaugh and Paul E. Konney, acting individually, his or her true and
         lawful attorney-in-fact and agent, with full power of substitution and
         resubstitution, for him or her and in his or her 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 or she might or could do in
         person, hereby ratifying and confirming all that said attorney-in-fact
         and agent, or his or her 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/ Fred H. Langhammer                          President, Chief Executive Officer and        November 9, 2000
----------------------------------------        Director
Fred H. Langhammer                              (Principal Executive Officer)

/s/ Leonard A. Lauder
----------------------------------------        Chairman of the Board of Directors            November 9, 2000
Leonard A. Lauder

/s/ Ronald S. Lauder
----------------------------------------                       Director                       November 9, 2000
Ronald S. Lauder

/s/ William P. Lauder
----------------------------------------                       Director                       November 9, 2000
William P. Lauder

/s/ Marshall Rose
----------------------------------------                       Director                       November 9, 2000
Marshall Rose

/s/ Richard D. Parsons
----------------------------------------                       Director                       November 9, 2000
Richard D. Parsons

/s/ Faye Wattleton
----------------------------------------                       Director                       November 9, 2000
Faye Wattleton
                                                Senior Vice President and Chief
/s/ Richard W. Kunes                            Financial Officer
----------------------------------------        (Principal Financial and Accounting           November 9, 2000
Richard W. Kunes                                Officer)
II-5
EXHIBIT INDEX

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.

4(b) - Certificate of Amendment to Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1999).

4(c) - Form of Amended and Restated By-Laws (incorporated by reference to
Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999).

4(d) - The Estee Lauder Companies Inc. Non-Employee Director Share Incentive
Plan.

5 - Opinion of Weil, Gotshal & Manges LLP.

23(a) - Consent of Arthur Andersen LLP.

23(b) - Consent of Weil, Gotshal & Manges LLP (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