ESTEE LAUDER COMPANIES INC, SC 13D/A, 1999-02-09

ESTEE LAUDER COMPANIES INC
SC 13D/A, 1999-02-09
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(AMENDMENT NO. 1)

THE ESTEE LAUDER COMPANIES INC.
- --------------------------------------------------------------------------------
(Name of Issuer)

CLASS A COMMON STOCK 518439 10 4
PAR VALUE $.01 PER SHARE
- --------------------------------------------------------------------------------
(Title of class of securities) (CUSIP number)

CAROL S. BOULANGER
WINTHROP, STIMSON, PUTNAM & ROBERTS
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004-1490
(212) 858-1000
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to
receive notices and communications)

FEBRUARY 1, 1999
- --------------------------------------------------------------------------------
(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box
[_].

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.

(Continued on following page(s))
(Page 1 of 17 Pages)

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NYFS11...:\90\44090\0009\2579\SCH2029T.540
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------- --------------------------------------
CUSIP No. 518439 10 4 13D Page 2 of 17
- -------------------------------------------------------- --------------------------------------

- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON: SEPARATE SHARE TRUST
F/B/O WILLIAM P. LAUDER
U/A/D DECEMBER 15, 1976, CREATED
BY LEONARD A. LAUDER, AS GRANTOR
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

- ---------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: N/A

- ---------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
- ---------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF NEW YORK
ORGANIZATION:

- ---------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 1,150,579
SHARES
----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
----------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 1,150,579
REPORTING
----------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0

- ---------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,150,579
REPORTING PERSON:

- ---------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES:

- ---------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.9%

- ---------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: OO

- ---------------------------------------------------------------------------------------------------------

<PAGE>
- -------------------------------------------------------- --------------------------------------
CUSIP No. 518439 10 4 13D Page 3 of 17
- -------------------------------------------------------- --------------------------------------

- ---------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: ANTHONY E. MALKIN, TRUSTEE
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

- ---------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: N/A (SEE ITEM 3)

- ---------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 1,150,579
OWNED BY
----------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
----------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,150,579

- ---------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,150,579
REPORTING PERSON:

- ---------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES:

- ---------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.9%

- ---------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IN

- ---------------------------------------------------------------------------------------------------------

<PAGE>
- -------------------------------------------------------- --------------------------------------
CUSIP No. 518439 10 4 13D Page 4 of 17
- -------------------------------------------------------- --------------------------------------

- ---------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: PATRICK J. LANDERS, TRUSTEE
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

- ---------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: N/A

- ---------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,150,579
REPORTING PERSON:

- ---------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES:

- ---------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.9%

- ---------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IN

- ---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
EXPLANATORY NOTE

This statement on Schedule 13D is being filed to amend, restate and
consolidate the separate statements on Schedule 13D previously filed with the
Securities and Exchange Commission on January 11, 1999 by each of the Separate
Share Trust f/b/o William P. Lauder u/a/d December 15, 1976, created by Leonard
A. Lauder, as Grantor (the "WPL Separate Share Trust"), and Anthony E. Malkin,
trustee ("Mr. Malkin"). These statements on Schedule 13D had been filed as a
result of Mr. Malkin becoming a successor trustee of the WPL Separate Share
Trust effective as of January 1, 1999. In addition, this statement on Schedule
13D is also being filed to add Patrick J. Landers ("Mr. Landers") as a reporting
person as a result of his becoming a successor trustee, along with Mr. Malkin,
of the WPL Separate Share Trust effective as of February 1, 1999. The WPL
Separate Share Trust, Mr. Malkin and Mr. Landers are filing this statement
jointly.

ITEM 1. SECURITY AND ISSUER

The title of the class of equity security to which this statement on
Schedule 13D relates is the Class A Common Stock, par value $.01 per share (the
"Class A Common Stock"), of The Estee Lauder Companies Inc. (the "Issuer"). The
address of the Issuer's principal executive office is 767 Fifth Avenue, New
York, New York 10153.

ITEM 2. IDENTITY AND BACKGROUND

(a)-(c), (f) This statement is being filed by the WPL Separate Share
Trust, Mr. Malkin and Mr. Landers. The WPL Separate Share Trust, Mr. Malkin and
Mr. Landers are referred to herein collectively as the Reporting Persons. An
agreement among the Reporting Persons with respect to the filing of this
statement is attached hereto as Exhibit J.

The WPL Separate Share Trust was organized in the State of New York
and has a business address of c/o Anthony E. Malkin, trustee, 107 Doubling Road,
Greenwich, Connecticut 10830.

Mr. Malkin's home address is 107 Doubling Road, Greenwich,
Connecticut 06830. He is President of W&M Properties of Connecticut, Inc., whose
principal offices are located at One Station Place, Stamford, Connecticut 06902.

Mr. Landers' home address is 570 West Road, New Canaan, Connecticut
06840. He is a Managing Director at Warburg Dillon Read LLC, whose principal
offices are located at 299 Park Avenue, 41st Floor, New York, New York 10171.

5
<PAGE>
Mr. Malkin and Mr. Landers are both citizens of the United States of
America.

(d)-(e) During the last five years, the Reporting Persons have not
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Effective as of January 1, 1999, Mr. Malkin agreed to act as a
successor trustee of the WPL Separate Share Trust. Effective as of February 1,
1999, Mr. Landers also agreed to act as a successor trustee, along with Mr.
Malkin, of the WPL Separate Share Trust. By virtue of their accepting these
positions, Mr. Malkin and Mr. Landers became the indirect beneficial owners of
the 578,852 shares of Class A Common Stock and 571,727 shares of Class B Common
Stock, par value $.01 per share, of the Issuer (the "Class B Common Stock")
owned by the WPL Separate Share Trust (see Item 5 below). No consideration was
paid by either Mr. Malkin or Mr. Landers for these securities. A statement on
Schedule 13G relating to these securities previously has been filed by each of
Joel S. Ehrenkranz and Carol S. Boulanger, the former trustees of the WPL
Separate Share Trust who resigned as trustees effective at the end of the day on
December 31, 1998, and by the WPL Separate Share Trust jointly with the Separate
Share Trust f/b/o Gary M. Lauder u/a/d December 15, 1976, created by Leonard A.
Lauder, as Grantor (the "GML Separate Share Trust"). This statement on Schedule
13D is being filed merely as a result of Mr. Malkin and Mr. Landers becoming
successor trustees of the WPL Separate Share Trust. The WPL Separate Share Trust
and the GML Separate Share Trust will report separately on a going forward
basis.

ITEM 4. PURPOSE OF TRANSACTION

6
<PAGE>
Separate Share Trust. As co-trustees of the WPL Separate Share Trust, Mr. Malkin
and Mr. Landers will share voting and dispositive power over these securities
for the benefit of William P. Lauder, the beneficiary of the WPL Separate Share
Trust. A statement on Schedule 13G relating to these securities previously has
been filed by each of Joel S. Ehrenkranz and Carol S. Boulanger, the former
trustees of the WPL Separate Share Trust who resigned as trustees effective at
the end of the day on December 31, 1998, and by the WPL Separate Share Trust
jointly with the GML Separate Share Trust. This statement on Schedule 13D is
being filed merely as a result of Mr. Malkin and Mr. Landers becoming successor
trustees of the WPL Separate Share Trust. The WPL Separate Share Trust and the
GML Separate Share Trust shall report separately on a going forward basis.

The Reporting Persons have no present plans or intentions which
relate to or would result in any of the actions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF ISSUER

(a) As of February 1, 1999, the WPL Separate Share Trust
beneficially owned 1,150,579 shares of Class A Common Stock as follows: 578,852
shares of Class A Common Stock and 571,727 shares of Class B Common Stock held
directly by the WPL Separate Share Trust.

As of February 1, 1999, Mr. Landers and Mr. Malkin beneficially
owned 1,150,579 shares of Class A Common Stock as follows: 578,852 shares of
Class A Common Stock and 571,727 shares of Class B Common Stock held indirectly
as co-trustees of the WPL Separate Share Trust. Mr. Landers and Mr. Malkin
disclaim beneficial ownership of the 578,85 shares of Class A Common Stock and
571,727 shares of Class B Common Stock held indirectly as co-trustees of the WPL
Separate Share Trust.

Each share of Class B Common Stock is convertible at the option of
the holder into one share of Class A Common Stock and is automatically converted
into one share of Class A Common Stock upon transfer to a person who is not a
Permitted Transferee, as that term is defined in the Issuer's Certificate of
Incorporation. Assuming conversion of all such shares of Class B Common Stock
beneficially owned by the Reporting Persons, the Reporting Persons would
beneficially own 1,150,579 shares of Class A Common Stock, which would
constitute 1.9% of the number of shares of Class A Common Stock outstanding
(based on the number of shares of Class A Common Stock outstanding as of
February 1, 1999.)

7
<PAGE>
Each share of Class A Common Stock entitles the holder to one vote
on each matter submitted to a vote of the Issuer's stockholders and each share
of Class B Common Stock entitles the holder to ten votes on each such matter,
including the election of directors of the Issuer. Assuming no conversion of any
of the outstanding shares of Class B Common Stock, the 578,852 shares of Class A
Common Stock and the 571,727 shares of Class B Common Stock beneficially owned
by the Reporting Persons constitute 1.0% of the aggregate voting power of the
Issuer.

(b) Mr. Malkin and Mr. Landers, as co-trustees of the WPL Separate
Share Trust, share voting and dispositive power with respect to the 578,852
shares of Class A Common Stock and the 571,727 shares of Class B Common Stock
owned by the WPL Separate Share Trust.

(c) The Reporting Persons have not had any other transactions in the
Class A Common Stock that were effected during the past sixty days.

(d) Mr. Malkin and Mr. Landers, as co-trustees of the WPL Separate
Share Trust, have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the 578,852 shares of Class A
Common Stock and 571,727 shares of Class B Common Stock owned by the WPL
Separate Share Trust. William P. Lauder, as the beneficiary of the WPL Separate
Share Trust, has the right to receive the net income from the WPL Separate Share
Trust.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER

Effective as of January 1, 1999, Mr. Malkin, as a result of his
becoming a successor trustee of the WPL Separate Share Trust, became a party to
a Stockholders' Agreement (the "Stockholders' Agreement"), dated November 22,
1995, as amended, among the parties listed on Exhibit E attached hereto.
Effective as of February 1, 1999, Mr. Landers, as a result of his becoming a
successor trustee of the WPL Separate Share Trust along with Mr. Malkin, also
became a party to the Stockholders' Agreement. The stockholders who are parties
to the Stockholders' Agreement have agreed to vote in favor of the election of
Leonard A. Lauder and Ronald S. Lauder and one designee of each as directors of
the Issuer. The Stockholders' Agreement also contains certain limitations on the
transfer of shares of Class A Common Stock. Each stockholder who is a party to
the Stockholders' Agreement has agreed to grant to the other parties a right of
first offer

8
<PAGE>
to purchase shares of Class A Common Stock of the stockholder in the event the
stockholder intends to sell to a person (or group of persons) who is not a
Lauder Family Member, as defined therein, except in certain circumstances, such
as sales in a widely distributed underwritten public offering or sales made in
compliance with Rule 144.

Effective as of January 1, 1999, Mr. Malkin, as a result of his
becoming a successor trustee of the WPL Separate Share Trust, also became a
party to a Registration Rights Agreement (the "Registration Rights Agreement"),
dated November 22, 1995, as amended, among the parties listed on Exhibit I
attached hereto. Effective as of February 1, 1999, Mr. Landers, as a result of
his becoming a successor trustee of the WPL Separate Share Trust along with Mr.
Malkin, also became a party to the Registration Rights Agreement. Pursuant to
the Registration Rights Agreement, Mr. Malkin and Mr. Landers have an unlimited
number of piggyback registration rights in respect of the shares of Class A
Common Stock owned by the WPL Separate Share Trust. These piggyback registration
rights allow Mr. Malkin and Mr. Landers to include the shares of Class A Common
Stock owned by the WPL Separate Share Trust in any registration statement filed
by the Issuer, subject to certain limitations. In addition to the piggyback
registration rights, Leonard A. Lauder and Ronald S. Lauder may assign their
demand registration rights under the Registration Rights Agreement to Mr. Malkin
and Mr. Landers.

The Reporting Persons are not party to any other contract,
arrangement, understanding or relationship (legal or otherwise) with respect to
the securities of the Issuer.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit A Form of Stockholders' Agreement (filed as Exhibit 10.1 to the
Issuer's Registration Statement on Form S-1 (no. 33-97180) on
November 13, 1995 (the S-1)).*

Exhibit B Amendment No. 1 to Stockholders' Agreement (filed as Exhibit 10.1
to the Issuer's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996).*

Exhibit C Amendment No. 2 to Stockholders' Agreement (filed as Exhibit 10.2
to the Issuer's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1996).*

9
<PAGE>
Exhibit D Amendment No. 3 to Stockholders' Agreement (filed as Exhibit 10.2
to the Issuer's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 (the "FY 1997 Q3 10-Q)).*

Exhibit E List of parties to Stockholders' Agreement.

Exhibit F Form of Registration Rights Agreement (filed as Exhibit 10.2 to
the S-1).*

Exhibit G First Amendment to Registration Rights Agreement (filed as
Exhibit 10.3 to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1996).*

Exhibit H Second Amendment to Registration Rights Agreement (filed as
Exhibit 10.1 to the FY 1997 Q3 10-Q).*

Exhibit I List of parties to Registration Rights Agreement.

Exhibit J Agreement among the Reporting Persons regarding filing of
Schedule 13D.

* Incorporated by reference

10
<PAGE>
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

Dated: February 9, 1999

Separate Share Trust
f/b/o William P. Lauder
u/a/d December 15, 1976, created
by Leonard A. Lauder

By: /s/ Anthony E. Malkin
-------------------------------------
Anthony E. Malkin, trustee

By: /s/ Patrick J. Landers
-------------------------------------
Patrick J. Landers, trustee

/s/ Anthony E. Malkin
-------------------------------------
Anthony E. Malkin, trustee

/s/ Patrick J. Landers
-------------------------------------
Patrick J. Landers, trustee

11
<PAGE>
EXHIBIT INDEX

Exhibit A Form of Stockholders' Agreement (filed as Exhibit 10.1 to the
Issuer's Registration Statement on Form S-1 (no. 33-97180) on
November 13, 1995 (the S-1)).*

Exhibit B Amendment No. 1 to Stockholders' Agreement (filed as Exhibit 10.1
to the Issuer's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996).*

Exhibit C Amendment No. 2 to Stockholders' Agreement (filed as Exhibit 10.2
to the Issuer's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1996).*

Exhibit D Amendment No. 3 to Stockholders' Agreement (filed as Exhibit 10.2
to the Issuer's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 (the "FY 1997 Q3 10-Q)).*

Exhibit E List of parties to Stockholders' Agreement.

Exhibit F Form of Registration Rights Agreement (filed as Exhibit 10.2 to
the S-1).*

Exhibit G First Amendment to Registration Rights Agreement (filed as
Exhibit 10.3 to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1996).*

Exhibit H Second Amendment to Registration Rights Agreement (filed as
Exhibit 10.1 to the FY 1997 Q3 10-Q).*

Exhibit I List of parties to Registration Rights Agreement.

Exhibit J Agreement among the Reporting Persons regarding filing of
Schedule 13D.

* Incorporated by reference

EXHIBIT E
---------

List of Parties to the Stockholders' Agreement
----------------------------------------------

Leonard A. Lauder, (a) individually, (b) as Trustee of The Estee Lauder 1994
Trust and (c) as Trustee of The 1995 Estee Lauder LAL Trust

Ronald S. Lauder, (a) individually, (b) as Trustee of The Descendents of Ronald
S. Lauder 1966 Trust, (c) as Trustee of The Estee Lauder 1994 Trust and (d) as
Trustee of The 1995 Estee Lauder RSL Trust

William P. Lauder, (a) individually and (b) as Trustee of The 1992 Leonard A.
Lauder Grantor Retained Annuity Trust

Gary M. Lauder, (a) individually and (b) as Trustee of The 1992 Leonard A.
Lauder Grantor Retained Annuity Trust

LAL Family Partners L.P.

Lauder & Sons L.P.

Joel S. Ehrenkranz, (a) as Trustee of The 1992 Leonard A. Lauder Grantor
Retained Annuity Trust and (b) as Trustee of The 1995 Estee Lauder LAL Trust

Richard D. Parsons, (a) as Trustee of the Trust f/b/o Aerin Lauder and Jane
Lauder u/a/d December 15, 1976, created by Estee Lauder and Joseph H. Lauder, as
Grantors, (b) as Trustee of the Trust f/b/o Aerin Lauder and Jane Lauder u/a/d
December 15, 1976, created by Ronald S. Lauder, as Grantor and (c) as Trustee of
The 1995 Estee Lauder RSL Trust

Ira T. Wender, (a) as Trustee of The Estee Lauder 1994 Trust, (b) as Trustee of
The 1995 Estee Lauder LAL Trust and (c) as Trustee of The 1995 Estee Lauder RSL
Trust

The Estee Lauder Companies Inc.

The Ronald S. Lauder Foundation

Daniel J. Aaron, as Trustee of the Separate Share Trust f/b/o Gary M. Lauder
u/a/d December 15, 1976, created by Leonard A. Lauder, as Grantor

Anthony E. Malkin, as Trustee of the Separate Share Trust f/b/o William P.
Lauder u/a/d December 15, 1976, created by Leonard A. Lauder, as Grantor

13
<PAGE>
Patrick J. Landers, as Trustee of the Separate Share Trust f/b/o William P.
Lauder u/a/d December 15, 1976, created by Leonard A. Lauder, as Grantor

EXHIBIT I
---------

List of Parties to the Registration Rights Agreement
----------------------------------------------------

Leonard A. Lauder, (a) individually, (b) as Trustee of The Estee Lauder 1994
Trust and (c) as Trustee of The 1995 Estee Lauder LAL Trust

William P. Lauder, (a) individually and (b) as Trustee of The 1992 Leonard A.
Lauder Grantor Retained Annuity Trust

Gary M. Lauder, (a) individually and (b) as Trustee of The 1992 Leonard A.
Lauder Grantor Retained Annuity Trust

Aerin Lauder Zinterhofer

Jane Lauder

LAL Family Partners L.P.

Lauder & Sons L.P.

Joel S. Ehrenkranz, (a) as Trustee of The 1992 Leonard A. Lauder Grantor
Retained Annuity Trust and (b) as Trustee of The 1995 Estee Lauder LAL Trust

Ira T. Wender, (a) as Trustee of The Estee Lauder 1994 Trust, (b) as Trustee of
The 1995 Estee Lauder LAL Trust and (c) as Trustee of The 1995 Estee Lauder RSL
Trust

The Estee Lauder Companies Inc.

Daniel J. Aaron, as Trustee of the Separate Share Trust f/b/o Gary M. Lauder
u/a/d December 15, 1976, created by Leonard A. Lauder, as Grantor

15
<PAGE>
Anthony E. Malkin, as Trustee of the Separate Share Trust f/b/o William P.
Lauder u/a/d December 15, 1976, created by Leonard A. Lauder, as Grantor

Patrick J. Landers, as Trustee of the Separate Share Trust f/b/o William P.
Lauder u/a/d December 15, 1976, created by Leonard A. Lauder, as Grantor

Morgan Guaranty Trust Company of New York, in its capacity as pledgee of Ronald
S. Lauder

EXHIBIT J
---------

AGREEMENT REGARDING FILING OF SCHEDULE 13D
------------------------------------------

This will confirm the agreement by and among all the undersigned
that the Schedule 13D filed on or about this date with respect to the beneficial
ownership of the undersigned of shares of Class A Common Stock of The Estee
Lauder Companies Inc. is being filed, and all further amendments thereto will be
filed, jointly on behalf of each of the individuals and entities named below for
all purposes specified in such Schedule 13D, as so amended. This Agreement may
be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

Dated: February 9, 1999

SEPARATE SHARE TRUST F/B/O WILLIAM P. LAUDER
U/A/D DECEMBER 15, 1976, CREATED BY LEONARD
A. LAUDER, AS GRANTOR

By: /s/ Anthony E. Malkin
------------------------------------------------
Anthony E. Malkin, trustee

By: /s/ Patrick J. Landers
------------------------------------------------
Patrick J. Landers, trustee

/s/ Anthony E. Malkin
------------------------------------------------
Anthony E. Malkin, trustee

/s/ Patrick J. Landers
------------------------------------------------
Patrick J. Landers, trustee