EXHIBIT 10.9B

                                    EXHIBIT B
                              To Agreement between
                         The Estee Lauder Companies Inc.
                                       and
                                Ronald S. Lauder
                        and dated as of November 16, 1995

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

                   By  agreement  dated as of  November , 1995,  the Company has
employed the  Executive in the position of Chairman of the Board of Directors of
each of Clinique  Laboratories,  Inc. and Estee Lauder International,  Inc. (the
"Employment Agreement"). As contemplated by the Employment Agreement, and as set
out at  Section  3(b)  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, par value $.01 per share (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, (the "Code").

                   1. NUMBER OF SHARES.  Provided  that  Shares  shall have been
offered for sale to the public in compliance with the Securities Act of 1933, as
amended (the  "Securities  Act"),  on or prior to December 31, 1995, the Company
hereby awards to the Executive  options to purchase  650,000  Shares (the "Stock
Options") as follows:

                      (a) 150,000  Stock Options shall be awarded as of the date
that Shares are first offered for sale to the public (the "Initial Award");

                      (b) 125,000  Stock  Options shall be awarded as of July 1,
1996 (the "1996 Award");

                      (c) 125,000  Stock  Options shall be awarded as of July 1,
1997 (the "1997 Award");

                      (d) 125,000  Stock  Options shall be awarded as of July 1,
1998 (the "1998 Award"), and

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                      (e) 125,000  Stock  Options shall be awarded as of July 1,
1999 (the "1999 Award").

                   Notwithstanding the foregoing,  no award shall be made if the
Employment  Agreement  shall have been  terminated for any reason 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  on the date of grant or, if there  shall be no  trading on such
date, the date next preceding on which trading occurred (the "Market Value").

                        3. PAYMENT OF EXERCISE PRICE.  The Stock 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.  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.

                        4.  EXERCISE  PERIOD.  Stock Options  granted  hereunder
shall be exercisable as set forth below.

                       (a) With respect to Stock Options  granted in the Initial
Award:

                           (i) 50,000 of such  Stock  Options  may be  exercised
from and after January 1, 1999;

                           (ii) 50,000 of such Stock  Options  may be  exercised
from and after January 1, 2000; and

                           (iii)  50,000 of such Stock  Options may be exercised
from and after January 1, 2001.

                       (b) With  Respect  to Stock  Options  granted in the 1996
Award:


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                           (i) 41,667 of such  Stock  Options  may be  exercised
from and after January 1, 2000;

                           (ii) 41,667 of such Stock  Options  may be  exercised
from and after January 1, 2001; and

                           (iii)  41,666 of such Stock  Options may be exercised
from and after January 1, 2002.

                       (c) With  respect  to Stock  Options  granted in the 1997
Award:

                           (i) 41,667 of such  Stock  Options  may be  exercised
from and after January 1, 2001;

                           (ii) 41,667 of such Stock  Options  may be  exercised
from and after January 1, 2002; and

                           (iii)  41,6664 of such Stock Options may be exercised
from and after January 1, 2003.

                       (d) With  respect  to Stock  Options  granted in the 1998
Award:

                           (i) 41,667 of such  Stock  Options  may be  exercised
from and after January 1, 2002;

                           (ii) 41,667 of such Stock  Options  may be  exercised
from and after January 1, 2003; and

                           (iii)  41,666 of such Stock  Options may be exercised
from and after January 1, 2004.

                       (e) With  respect  to Stock  Options  granted in the 1999
Award:

                           (i) 41,667 of such  Stock  Options  may be  exercised
from and after January 1, 2003;

                           (ii) 41,667 of such Stock  Options  may be  exercised
from and after January 1, 2004; and


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                           (iii)  41,666 of such Stock  Options may be exercised
from and after January 1, 2005.

                        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 of Stock Options awarded
but  unexercised as of the date of death may be extended  beyond such period but
no later than one year after the date of death.  Stock Options awarded hereunder
shall not be  transferrable  otherwise  then by will or the laws of descent  and
distribution,  and shall be exercisable during the Executive's  lifetime only by
the Executive.  Any attempted  transfer  contrary to the foregoing shall be null
and void and without effect.

                        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,
spinoff,  combination of shares,  exchange of shares,  dividend in kind or other
like  change in capital  structure  or  distribution  (other  than  normal  cash
dividends) to all holders of Class A Common Stock 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 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


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in Control" (as hereinafter  defined) 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 Securities Exchange Act of 1934, as amended (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
Company,  the  consummation of which would result in the occurrence of any event
described in Section 6(b)(ii) or (b)(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 clauses (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 of
the Company's  Class A Common Stock 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, in its discretion,  may determine that, upon the
occurrence of a Change in Control of the Company,  each Stock Option outstanding
hereunder shall terminate  within a


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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.  The  provisions  contained in the preceding
sentence shall be inapplicable to any Stock Option awarded  hereunder within six
(6) months  before the  occurrence  of a Change in Control if the  Executive  is
subject to the reporting  requirements  of Section 16(c) of the Exchange Act and
no exception from liability under Section 16(b) of the Exchange Act is otherwise
available to the Executive.

                        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 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 Class A 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 of tax to be  withheld,  such tax  calculated  at rates  required  by
statute or regulation.

                        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 his award hereunder.

                        9. INVESTMENT  REPRESENTATION  AND RELATED MATTERS.  The
Executive  hereby  represents  that Stock  Options  awarded  hereunder are being
acquired for investment purposes and not for sale or with a view to distribution
thereof. The Executive hereby acknowledges that as of the date hereof there does
not exist a Registration  Statement on an appropriate  form under the Securities
Act and applicable  state securities laws that has become effective and includes
a  prospectus  which is current  with  respect to shares of Class A Common Stock
subject  to  Stock  Options  awarded  hereunder.   Accordingly,   the  Executive
acknowledges  and agrees that any subsequent  offer for sale or sale of any such
shares  of  Class  A  Common  Stock  shall  be  made  either  pursuant  to (i) a
Registration  Statement on appropriate  form under the Securities Act and, where
applicable,  state  securities  laws,  which  Registration  Statement shall have
become  effective  and shall be  current  with  respect to the shares of Class A
Common  Stock being  offered  and sold,  or (ii) a specific  exemption  from the
registration  requirements  of the Securities Act and any applicable  securities
laws, but in claiming such exemption,  the Executive  shall,  prior to any offer
for sale or sale of such shares,  obtain a favorable written opinion of counsel,
in form  and  substance  satisfactory  to  counsel  for the  Company,  as to the
applicability of such exemption.



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                        The  Executive  agrees that the  Company  shall have the
authority to endorse  upon the  certificate  or  certificates  representing  the
Shares acquired  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,  in any case,  in accordance  with Section 16 of the  Employment
Agreement.

                        11. FAILURE TO ENFORCE NOT A WAIVER.  The failure of the
Company to enforce at any time any provision of the this Option  Agreement shall
in no  manner be  construed  to be a waiver  of such  provision  or of any other
provision hereof.

                        12.  GOVERNING  LAW.  This  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.

                        14. COUNTERPARTS.  This Option Agreement may be executed
in counterparts  each of which taken together shall  constitute one and the same
instrument.

                        15. AMENDMENT.  This Option Agreement may not be amended
except by an instrument in writing making  specific  reference  hereto signed by
each of the parties  hereto;  PROVIDED,  HOWEVER,  the  provisions  of Section 1
hereof may not be amended  more than once  every six (6)  months,  other than to
comport with changes in the Code, the Employee Retirement Income Security Act of
1974 or the rules thereunder.




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                        IN WITNESS WHEREOF, the Company has executed this Option
Agreement 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/  RONALD S. LAUDER
                             ---------------------------------------------------
                             Ronald S. Lauder














                        [Signature  page  to  Option  Agreement,   dated  as  of
November , 1995, between The Estee Lauder Companies Inc. and Ronald Lauder.]





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