As filed with the Securities and Exchange Commission on November 5, 1998
                                                  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             (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.
                        FISCAL 1999 SHARE INCENTIVE PLAN
                              (Full Title of Plan)

                              Saul H. Magram, 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
<TABLE>
<CAPTION>
===================================================================================================================================
 Title of Each Class of Securities to be      Amount to be         Proposed Maximum       Proposed Maximum          Amount of
               Registered                     Registered(1)       Offering Price Per     Aggregate Offering      Registration Fee
                                                                       Share(2)               Price(2)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                  <C>                    <C>                    <C> 
Class A Common Stock, par value $.01 per        5,000,000              $63.96875            $319,843,750            $88,916.56
share
===================================================================================================================================

</TABLE>

(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.

================================================================================


NYFS11...:\90\44090\0009\2579\FRM9308R.11B
<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 The Estee Lauder Companies Inc. Fiscal 1999 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








                                    I-1
<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, 1998;

            (b) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998; and

            (c) 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.




                                    II-1
<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
                            ("Amendment No. 3")).

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

            4(c)     -      The Estee Lauder Companies Inc. Fiscal 1999 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;

                  (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



                                    II-2
<PAGE>
            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 provi-
            sions, 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 connec- tion 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 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 5th day of
November, 1998.


                                      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          November 5, 1998
------------------------     Directors, Chief Executive 
Leonard A. Lauder            Officer and Director
                             (Principal Executive Officer)


/s/ Ronald S. Lauder         Director                          November 5, 1998
------------------------
Ronald S. Lauder


/s/ William P. Lauder        Director                          November 5, 1998
------------------------
William P. Lauder


/s/ Fred H. Langhammer       Director                          November 5, 1998
------------------------
Fred H. Langhammer


                             Director                          November 5, 1998
------------------------
Marshall Rose






                                    II-4
<PAGE>
Signature                    Title                                   Date
---------                    -----                                   ----


/s/ P. Roy Vagelos           Director                          November 5, 1998
------------------------
P. Roy Vagelos


/s/ Faye Wattleton           Director                          November 5, 1998
------------------------
Faye Wattleton


/s/ Robert J. Bigler         Senior Vice President and         November 5, 1998
------------------------     Chief Financial Officer
Robert J. Bigler             (Principal Financial and
                             Accounting Officer)







                                    II-5
<PAGE>
                                  EXHIBIT INDEX


    Exhibit No.         Description

      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)    -      The Estee Lauder Companies Inc. Fiscal 1999 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", "secsgml_size_bytes": 19052}]
{"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": "333-66851", "film-number": "98738760"}, "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 5, 1998
                                                  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             (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.
                        FISCAL 1999 SHARE INCENTIVE PLAN
                              (Full Title of Plan)

                              Saul H. Magram, 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
               Registered                     Registered(1)       Offering Price Per     Aggregate Offering      Registration Fee
                                                                       Share(2)               Price(2)
-----------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value $.01 per        5,000,000              $63.96875            $319,843,750            $88,916.56
share
===================================================================================================================================
(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.

================================================================================

NYFS11...:\90\44090\0009\2579\FRM9308R.11B
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 The Estee Lauder Companies Inc. Fiscal 1999 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

                                    I-1
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, 1998;

            (b) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998; and

            (c) 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.

                                    II-1
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
                            ("Amendment No. 3")).

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

            4(c)     -      The Estee Lauder Companies Inc. Fiscal 1999 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;

                  (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

                                    II-2
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 provi-
            sions, 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 connec- tion 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 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 5th day of
November, 1998.

                                      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          November 5, 1998
------------------------     Directors, Chief Executive 
Leonard A. Lauder            Officer and Director
                             (Principal Executive Officer)

/s/ Ronald S. Lauder         Director                          November 5, 1998
------------------------
Ronald S. Lauder

/s/ William P. Lauder        Director                          November 5, 1998
------------------------
William P. Lauder

/s/ Fred H. Langhammer       Director                          November 5, 1998
------------------------
Fred H. Langhammer

                             Director                          November 5, 1998
------------------------
Marshall Rose

                                    II-4
Signature                    Title                                   Date
---------                    -----                                   ----

/s/ P. Roy Vagelos           Director                          November 5, 1998
------------------------
P. Roy Vagelos

/s/ Faye Wattleton           Director                          November 5, 1998
------------------------
Faye Wattleton

/s/ Robert J. Bigler         Senior Vice President and         November 5, 1998
------------------------     Chief Financial Officer
Robert J. Bigler             (Principal Financial and
                             Accounting Officer)

                                    II-5
EXHIBIT INDEX

    Exhibit No.         Description

      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)    -      The Estee Lauder Companies Inc. Fiscal 1999 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