EXHIBIT 10.11B

                                   SCHEDULE A
                              To Agreement between
                         The Estee Lauder Companies Inc.
                                       and
                                Daniel J. Brestle
                          and dated as of July 1, 1995

         OPTION AGREEMENT dated the 16th day of November, 1995 providing for the
granting of options by The Estee Lauder  Companies Inc., a Delaware  corporation
(the "Company"), to Daniel J. Brestle, an Executive employee of the Company (the
"Executive").

         By  agreement  dated as of July 1, 1995,  the Company has  employed the
Executive  in the  position of  President  of Clinique  Laboratories,  Inc.  and
Canada)  (the  "Employment  Agreement").   As  contemplated  by  the  Employment
Agreement, and as set out at Section 3(d) therein, the Board of Directors of the
Company has determined  that the Executive is to be granted  options to purchase
shares of the Company's Class A common stock,  no par value (the  "Shares"),  on
the terms and subject to the conditions hereinafter provided.

         The stock options to be granted  pursuant hereto shall not be Incentive
Stock Options (as defined in Section 422A of the Internal  Revenue Code of 1986,
as amended).

         1. Number of Shares. The Company hereby awards to the Executive options
to purchase 200,000 Shares (the "Stock Options") as follows:

         100,000           Stock Options shall be awarded as of the date that
                           Shares are first offered for sale to the public (the
                           "Initial Award").

         50,000            Stock Options shall be awarded as of July 1, 1996;

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                           (the "1996 Award").

         50,000   Stock Options shall be awarded as of July 1, 1997
                           (the "1997 Award"),

provided, however, that no award shall be made if the Employment Agreement shall
have been terminated on or prior to the date scheduled for such award.

         2.  Exercise  Price.  For each  Stock  Option  granted  hereunder,  the
per-share  exercise  price  shall be equal to 100% of the  closing  price of the
Class A Common  Stock on the New  York  Stock  Exchange  or any  other  national
securities  exchange  or other  market  system as  reported  by the Wall  Street
Journal or if there shall be no trading on such date, the date next preceding on
which trading occurred (the "Market Value") as of the date of such award.

         3. Payment of Exercise Price.  The option exercise price may be paid in
cash,  by the  delivery of shares of Class A Common  Stock of the  Company  then
owned by the Executive,  or by a combination of these methods.  Payment may also
be made by  delivering  a  properly  executed  exercise  notice  to the  Company
together with a copy of irrevocable instructions to a broker to deliver promptly
to the Company the amount of sale or loan proceeds to pay the exercise price. To
facilitate the foregoing,  the Company may enter into agreements for coordinated
procedures with one or more brokerage firms. The Company may prescribe any other
method of paying the exercise  price that it determines  to be  consistent  with
applicable  law,  including,  without  limitation,  in lieu of the exercise of a
Stock  Option by delivery of shares of Class A Common  Stock of the Company then
owned  by the  Executive,  providing  the  Company  with a  notarized  statement
attesting to the number of shares owned, where upon verification by the Company,
the Company may issue to the Executive only the number of incremental  shares to
which  the  Executive  is  entitled  upon  Exercise  of  the  Stock  Option.  In
determining  which methods the Executive may utilize to pay the



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exercise  price,  the Company may  consider  such factors as it  determines  are
appropriate.

         4.  Exercise   Period.   Stock  Options  granted   hereunder  shall  be
exercisable as follows:

         WITH RESPECT TO THE INITIAL AWARD
         ---------------------------------

                  33,333 Stock Options may be exercised from and after
                           January 1, 1999.

                  33,333 Stock Options may be exercised from and after
                           January 1, 2000.

                  33,334 Stock Options may be exercised from and after
                           January 1, 2001.

         WITH RESPECT TO THE 1996 AWARDS
         -------------------------------

                  16,667 Stock Options may be exercised from and after
                           January 1, 2000

                  16,667 Stock Options may be exercised from and after
                           January 1, 2001

                  16,666 Stock Options may be exercised from and after
                           January 1, 2002

         WITH RESPECT TO THE 1997 AWARD
         ------------------------------

                  16,667 Stock Options may be exercised from and after
                           January 1, 2001

                  16,667 Stock Options may be exercised from and after
                           January 1, 2002

                  16,666 Stock Options may be exercised from and after
                           January 1, 2003

No Stock Option  awarded  hereunder  shall be  exercisable  later than ten years
after the date it is awarded,  except in the event of the Executive's  death, in
which case the exercise  period for Stock Options  awarded but unexercised as of
the date of death  shall be  extended  for one year  thereafter.  Stock  Options
awarded hereunder shall not be transferrable then by will or the laws of descent
and


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distribution,  and shall be exercisable during the Executive's  lifetime only by
the Executive.

         5.  Post-Employment  Exercises.  The exercise of any Stock Option after
termination of the  Executive's  employment with the Company shall be subject to
satisfaction of the Conditions precedent that the Executive neither (i) competes
with, or takes other employment with or renders services to a competitor of, the
Company,  its  subsidiaries  or  affiliates  without the written  consent of the
Company, nor (ii) conducts himself in a manner adversely affecting the Company.

         6. Adjustment Provisions; Change in Control.

         a. If there  shall be any  change  in the  Class A Common  Stock of the
Company, through merger, consolidation, reorganization,  recapitalization, stock
dividend,  stock split, reverse stock split, split up, spin-off,  combination of
shares,  exchange  of shares,  dividend  in kind or other like change in capital
structure or distribution  (other than normal cash dividends) to stockholders of
the Company,  an adjustment shall be made to each outstanding  Stock Option such
that each such Stock Option shall thereafter be exercisable for such securities,
cash and/or other property as would have been received in respect of the Class A
Common  Stock  subject  to  such  Stock  Option  had it been  exercised  in full
immediately  prior to such change or distribution,  and such an adjustment shall
be made successively each time any such change shall occur. In addition,  in the
event of any such  change  or  distribution,  in order to  prevent  dilution  or
enlargement of the Executive's rights hereunder, the Company will have authority
to adjust,  in an  equitable  manner,  the number and kind of shares that may be
issued with respect to any Stock Option hereunder, the number and kind of shares
subject  to  outstanding  Stock  Options,   the  exercise  price  applicable  to
outstanding Stock Options,  and the Market Value of the Class A Common Stock and
other value determinations applicable to outstanding Stock Options.  Appropriate
adjustments may also be made by the Company in the terms of any Stock Options to
reflect  such  changes  or  distributions  and to  modify  any  other  terms  of


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outstanding  Stock Options on an equitable  basis.  In addition,  the Company is
authorized to make adjustments to the terms and conditions of Stock Options,  in
recognition  of unusual or  nonrecurring  events  affecting  the  Company or the
financial  statements  of the Company,  or in response to changes in  applicable
laws, regulations, or accounting principles.

         b. Notwithstanding any other provision hereunder,  if there is a Change
in Control of the Company,  all then outstanding Stock Options shall immediately
become exercisable.  For purposes of this Section 6(b), a "Change in Control" of
the Company shall be deemed to have occurred upon any of the following events:

             (i) A change in control of the direction and  administration of the
      Company's  business  of a nature  that would be required to be reported in
      response to Item 6(e) of Schedule 14A of Regulation 14A promulgated  under
      the Exchange Act; or

             (ii)  During  any  period  of  two  (2)  consecutive   years,   the
      individuals  who at the beginning of such period  constitute the Company's
      Board of Directors or any individuals who would be "Continuing  Directors"
      (as  hereinafter  defined)  cease for any reason to  constitute at least a
      majority thereof; or

             (iii) The Company's Class A Common Stock shall cease to be publicly
      traded; or

             (iv) The Company's  Board of Directors  shall approve a sale of all
      or  substantially  all of the assets of the Company,  and such transaction
      shall have been consummated; or

             (v) The  Company's  Board of  Directors  shall  approve any merger,
      consolidation,  or like  business  combination  or  reorganization  of the



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      Company,  the  consummation of which would result in the occurrence of any
      event described in Section  6(b}(ii) or (iii) above,  and such transaction
      shall have been consummated.

Notwithstanding the foregoing,  (A) changes in the relative beneficial ownership
among members of the Lauder family and family-controlled  entities shall not, by
themselves, Constitute a Change in Control of the Company, (B) any spin-off of a
division  or  subsidiary  of the Company to its  stockholders  and (C) any event
listed in (I) through (v) above that the Board of Directors determines not to be
a Change in Control of the Company,  shall not constitute a Change in Control of
the Company.

         For purposes of this Section 6(b),  "Continuing  Directors"  shall mean
(x) the  directors  of the  Company in office on the date that  shares are first
offered for sale to the public and (y) any  successor  to any such  director and
any  additional  director  who after such date was  nominated  or  selected by a
majority  of the  Continuing  Directors  in  office  at the  time  of his or her
nomination or selection.

         The Company may  determine  that,  upon the  occurrence  of a Change in
Control of the Company,  each Stock Option outstanding hereunder shall terminate
within a  specified  number  of days  after  notice  to the  Executive,  and the
Executive  shall  receive,  with  respect to each share of Class A Common  Stock
subject to such Stock Option,  an amount equal to the excess of the Market Value
of such  shares of Common  Stock  immediately  prior to the  occurrence  of such
Change in Control over the exercise  price per share of such Stock Option;  such
amount to be payable in cash,  in one or more kinds of property  (including  the
property,  if any, payable in the transaction) or in a combination  thereof,  as
the Company, in its discretion, shall determine.

         7.  Withholding.  All payments or  distributions  of Stock Options made
hereunder  shall be net of any  amounts  required  to be  withheld  pursuant  to
applicable federal,  state and local tax withholding  requirements.  The Company



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may require the  Executive to remit to it an amount  sufficient  to satisfy such
tax withholding  requirements prior to the delivery of any certificates for such
Common Stock. The Company may, in its discretion and subject to such rules as it
may adopt  (including  any as may be required to satisfy  applicable  tax and/or
non-tax regulatory  requirements),  permit the Executive to pay all or a portion
of the federal, state and local withholding taxes arising in connection with any
Stock Option by electing to have the Company  withhold  shares of Class A Common
Stock having a Market Value equal to the amount to be  withheld,  provided  that
such  withholding  shall only be at rates  required  by  applicable  statutes or
regulations.

         8. Tenure.  The  Executive's  right to continue to serve the Company or
any of its  subsidiaries  as an officer,  employee,  or otherwise,  shall not be
enlarged or otherwise affected by her award hereunder.

         9. Specific  Restrictions  Upon Option  Shares.  The  Executive  hereby
agrees with the Company as  follows:

         (a)  The  Executive  shall  acquire  Shares  hereunder  for  investment
purposes only and not with a view to resale or other distribution thereof to the
public in violation of the  Securities Act of 1933, as amended (the "1933 Act"),
and shall not dispose of any such Shares in  transactions  which, in the opinion
of counsel to the  Company,  violate the 1933 Act, or the rules and  regulations
thereunder,  or any applicable  state securities or "blue sky" laws; and further

         (b) If any Shares  shall be  registered  under the 1933 Act,  no public
offering  (otherwise than on a national securities  exchange,  as defined in the
Securities  Exchange Act of 1934, as amended) of any Shares  acquired  hereunder
shall be by the Executive (or any other person) under such circumstances that he
or she (or such  person)  may be deemed an  underwriter,  as defined in the 1933
Act; and further

         (c) The  Executive  agrees that the Company shall have the authority to
endorse upon the  certificate or certificates  representing  the Shares acquired



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hereunder  such legends  referring to the foregoing  restrictions  and any other
applicable restrictions, as it may deem appropriate.

         10.  Notices.  Any notice  required  or  permitted  under  this  Option
Agreement  shall be deemed to have been duly given if  delivered,  telecopied or
mailed,  certified or registered mail, return receipt requested to the Executive
at such address as she may designate in writing to the Company.

         11.  Failure to Enforce  Not a Waiver.  The  failure of the  Company to
enforce  at any time any  provision  of this  agreement  shall in no  manner  be
construed to be a waiver of such provision or of any other provision hereof.

         12.  Governing  Law.  The Option  Agreement  shall be  governed  by and
construed  according  to the  laws  of the  State  of New  York,  applicable  to
agreements made and performed in that state.

         13. Partial  Invalidity.  The invalidity or illegality of any provision
herein shall not be deemed to affect the validity of any other provision.

         IN WITNESS  WHEREOF,  the Company has executed this Option in duplicate
on the date and year first above written.

                                        THE ESTEE LAUDER COMPANIES INC.

                                        By: /s/ ANDREW J. CAVANAUGH
                                            -----------------------
                                        Name:  Andrew J. Cavanaugh
                                        Title: Senior Vice President - Corporate
                                               Human Resources

The undersigned hereby accepts, and agrees to, all terms and provisions of the
foregoing Option Agreement.

                                        /s/  DANIEL J. BRESTLE
                                        -----------------------
                                        Daniel J. Brestle



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