EXHIBIT 10.12(a)


                        AMENDMENT TO EMPLOYMENT AGREEMENT

       THIS AMENDMENT ("Amendment"), dated as of July 1, 2002, to the Employment
Agreement, dated as of July 1, 2001 (the "Agreement"), between The Estee Lauder
Companies Inc., a Delaware corporation ("the "Company"), and William P. Lauder,
a resident of New York, New York (the "Executive").

                              W I T N E S S E T H:

       WHEREAS, the Executive and the Company are parties to the Agreement;

       WHEREAS, the Company and the Executive wish to amend the Agreement to
extend the term and adjust the compensation as set forth herein; and

       WHEREAS, the Company has offered, as good and valuable consideration, the
extension of the term of the Agreement for an additional year, which the
Executive has declined.

       NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and obligations hereinafter set forth, the parties hereto, intending
to be legally bound, hereby agree to amend the Agreement as follows:

       1.     BASE SALARY. For the fiscal year ending June 30, 2003, Base Salary
              shall be paid to the Executive at a rate equal to $950,000. Each
              rate shall be "Base Salary" for the respective Contract Year.

       2.     INCENTIVE BONUS COMPENSATION. The Compensation Committee has
              established for the Executive an annual opportunity (i.e, the
              maximum bonus that may be awarded in respect of a fiscal year of
              the Company) under the Bonus Plan equal to $1,300,000 for the
              Contract Year ending June 30, 2003 (i.e., the Second Contract
              Year), subject to the terms and conditions of the Bonus Plan,
              which are incorporated herein by reference.




       3.     MISCELLANEOUS.

              a.     Except as provided above, all other terms and conditions of
                     the Agreement shall remain the same.

              b.     Capitalized terms used in this Amendment shall have the
                     meanings ascribed to such terms in the Agreement, except to
                     the extent the term is modified herein.

              c.     This Amendment shall be subject to, and governed by, the
                     laws of the State of New York applicable to contracts made
                     and to be performed therein.


IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the date first written above.

                                      THE ESTEE LAUDER COMPANIES INC.


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

                                              /s/ WILLIAM P. LAUDER
                                              ---------------------------------
                                                     William P. Lauder

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