THIRD AMENDMENT
                                       TO
                          REGISTRATION RIGHTS AGREEMENT


          AMENDMENT NO. 3 dated as of June 29, 2001 to the Registration Rights
Agreement dated November 22, 1995, as amended by the First Amendment to
Registration Rights Agreement dated as of May 17, 1996, and by the Second
Amendment to Registration Rights Agreement dated as of February 7, 1997 (as so
amended, the "REGISTRATION RIGHTS AGREEMENT"), by and between The Estee Lauder
Companies Inc. (the "COMPANY"), Leonard A. Lauder ("LAL"), Ronald S. Lauder
("RSL"), William P. Lauder, Gary M. Lauder, Aerin Lauder Zinterhofer, Jane
Lauder, LAL Family Partners L.P., Lauder & Sons L.P., LAL, RSL and Ira T.
Wender, as trustees (the "EL TRUSTEES"), u/a/d as of June 2, 1994, as amended,
between Estee Lauder ("EL"), as settlor, and the EL Trustees, and known as "The
Estee Lauder 1994 Trust Agreement", LAL and Joel S. Ehrenkranz, as trustees (the
"LAL TRUSTEES"), u/a/d as of November 16, 1995, between EL, as settlor, and the
LAL Trustees, and known as "The LAL 1995 Preferred Stock Trust", the trustees of
the various other trusts set forth on the signature pages thereof and Morgan
Guaranty Trust Company of New York in its capacity as pledgee of RSL.
Capitalized terms used and not otherwise defined herein have the respective
meanings ascribed to such terms in the Registration Rights Agreement.

                               W I T N E S S E T H
                               - - - - - - - - - -

          WHEREAS, Aerin Lauder Zinterhofer and Richard D. Parsons, as Trustee
of (a) the Trust f/b/o Aerin Lauder u/a/d December 15, 1976 created by Estee
Lauder and Joseph H. Lauder, as Grantors (the "ACCUMULATION TRUST"), and (b) the
Trust f/b/o Aerin Lauder u/a/d December 15, 1976 created by Ronald S. Lauder, as
Grantor (the "DISTRIBUTION TRUST" and, together with the Accumulation Trust, the
"TRUSTS") are parties to the Registration Rights Agreement;

          WHEREAS, the Trusts are distributing shares of Registrable Class A
Common Stock (in the form of 5,152,545 shares of Class B Common Stock of the
Company) to the Trust f/b/o Aerin Lauder Zinterhofer u/a/d April 24, 2000
created by Aerin Lauder Zinterhofer, as Grantor (the "ALZ TRUST"), instead of
distributing them to Aerin Lauder Zinterhofer; and

          WHEREAS, in order to clarify any ambiguity in respect of shares of
Registrable Class A Common Stock to be held by the ALZ Trust, the parties hereto
desire to amend the Registration Rights Agreement as provided herein.

          NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, the parties hereto agree as follows:

          1.   AMENDMENT. SCHEDULE A to the Registration Rights Agreement is
hereby amended by adding thereto as a Holder the ALZ Trust. The ALZ Trust shall
be bound by all of the terms of the Registration Rights Agreement, as amended
through the date hereof, to the same extent as the other parties party thereto,
and the ALZ Trust shall

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<PAGE>


hereafter be a Holder under the Registration Rights Agreement as if it were an
original signatory thereto. Set forth on EXHIBIT A hereto are the names and
addresses for notices and copies which are hereby added to SCHEDULE A to the
Registration Rights Agreement.

          2.   MISCELLANEOUS.

          2.1  CONFIRMATION OF OTHER PROVISIONS. All other provisions of the
Registration Rights Agreement are hereby confirmed. From and after the date
hereof, each reference in the Registration Rights Agreement to "this Agreement",
"hereunder", "hereof", "herein", or words of like import, shall mean and refer
to the Registration Rights Agreement as amended hereby.

          2.2  BINDING EFFECT. This Amendment No. 3 will be binding upon and
inure to the benefit of and be enforceable by, the parties and their permitted
successors (which shall include in the case of an individual, such individual's
estate, guardian, conservator or committee) and assigns.

          2.3  AMENDMENTS. This Amendment No. 3 may not be changed orally, but
only by an agreement in writing signed by the party against whom enforcement of
any waiver, change, modification or discharge is sought.

          2.4  GOVERNING LAW. This Amendment No. 3 shall be governed by and
construed in accordance with the internal laws of the State of New York (other
than its rules of conflicts of laws to the extent the application of the laws of
another jurisdiction would be required thereby).

          2.5  COUNTERPARTS. This Amendment No. 3 may be executed in any number
of counterparts, each of which shall be deemed to be an original, and all of
which, when taken together, shall constitute one and the same agreement.

          2.6  TRUSTEE'S CAPACITY. With respect to obligations of trustees who
are parties hereto in their capacity as trustees of one or more trusts, this
Amendment No. 3 shall be binding upon such trustees only in their capacities as
trustees, not individually and not with respect to any Registrable Securities
other than Registrable Securities held by them in their capacity as trustees of
such trusts.



             [The remainder of this page intentionally left blank.]

                                       2
<PAGE>


          IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Amendment No. 3 as of the date first above written.


                                THE ESTEE LAUDER COMPANIES INC.



                                By:    /s/ FRED H. LANGHAMMER
                                ------------------------------------------------
                                    Name:  Fred H. Langhammer
                                    Title: President and Chief Executive Officer



                                       /s/ LEONARD A. LAUDER
                                ------------------------------------------------
                                Leonard A. Lauder, (a) individually, (b) as
                                Managing Partner of LAL Family Partners L.P.,
                                (c) as Trustee of The Estee Lauder 1994 Trust,
                                (d) as a Class B General Partner of Lauder &
                                Sons L.P., and (e) as Trustee of The 1995 Estee
                                Lauder LAL Trust (a Class B General Partner of
                                Lauder & Sons L.P.)



                                       /s/ RONALD S. LAUDER
                                ------------------------------------------------
                                Ronald S. Lauder, (a) individually, (b) as
                                Trustee of The Descendents of RSL 1966 Trust,
                                (c) as Trustee of The Estee Lauder 1994 Trust,
                                (d) as a Class B General Partner of Lauder &
                                Sons L.P., (e) as Trustee of The 1995 Estee
                                Lauder RSL Trust (a Class B General Partner of
                                Lauder & Sons L.P.) and (f) as Chairman of the
                                Ronald S. Lauder Foundation



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

                                       3
<PAGE>


                                       /s/ GARY M. LAUDER
                                ------------------------------------------------
                                Gary M. Lauder, (a) individually, (b) as Trustee
                                of The 1992 Leonard A. Lauder Grantor
                                Retained Annuity Trust, (c) as custodian under
                                the New York Uniform Transfers to Minors Act for
                                the benefit of Danielle Lauder and (d) as
                                custodian under the New York Uniform Transfers
                                to Minors Act for the benefit of Rachel Lauder



                                       /s/ AERIN LAUDER ZINTERHOFER
                                ------------------------------------------------
                                Aerin Lauder Zinterhofer



                                       /s/ JANE LAUDER
                                ------------------------------------------------
                                Jane Lauder



                                       /s/ JOEL S. EHRENKRANZ
                                ------------------------------------------------
                                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 (a Class B General Partner of
                                Lauder & Sons L.P.)



                                      /s/ RICHARD D. PARSONS
                                ------------------------------------------------
                                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, (c) as Trustee of The 1995
                                Estee Lauder RSL Trust (a Class B General
                                Partner of Lauder & Sons L.P.) and (d) as
                                Trustee of the Trust f/b/o Aerin Lauder
                                Zinterhofer u/a/d April 24, 2000, created by
                                Aerin Lauder Zinterhofer, as Grantor

                                       4
<PAGE>


                                       /s/ IRA T. WENDER
                                ------------------------------------------------
                                Ira T. Wender, (a) as Trustee of The Estee
                                Lauder 1994 Trust, (b) as Trustee of The 1995
                                Estee Lauder LAL Trust (a Class B General
                                Partner of Lauder & Sons L.P.) and (c) as
                                Trustee of The 1995 Estee Lauder RSL Trust (a
                                Class B General Partner of Lauder & Sons L.P.)



                                       /s/ DANIEL J. AARON
                                ------------------------------------------------
                                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



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



                            By:        /s/ JEFFREY B. WESTCOTT
                                ------------------------------------------------
                                Name:  Jeffrey B. Westcott
                                Title:  Vice President

                                       5
<PAGE>


                                       EXHIBIT A
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------
       NAME OF HOLDER                NOTICE ADDRESS                  COPIES TO
---------------------------------------------------------------------------------------------
<S>                            <C>                          <C>
 Trustee of the Trust f/b/o    Richard D. Parsons           Patterson, Belknap, Webb & Tyler
 Aerin Lauder Zinterhofer      75 Rockefeller Plaza         1133 Avenue of the Americas
 u/a/d April 24, 2000,         29th Floor                   New York, New York 10036
 created by Aerin Lauder       New York, New York 10019     Attn:  Christopher Angell, Esq.
 Zinterhofer, as Grantor       Telecopy: (212) 275-3085     Telecopy:  (212) 336-2222
---------------------------------------------------------------------------------------------
</TABLE>



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