ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On August 21, 2008, the Board of Directors of The Estée Lauder Companies Inc. (the "Company") approved an amendment to Article VI, Section 6 of the Company's Amended and Restated Bylaws (the "Bylaws") to clarify that neither the amendment or repeal of, nor the adoption of a provision inconsistent with, any indemnification provision in the Bylaws shall adversely affect the rights of any indemnitee under the Bylaws with respect to any act or omission of such indemnitee that occurs prior to such amendment, repeal or adoption. The preceding is qualified in its entirety by reference to the Company's Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

3.1 Amended and Restated Bylaws of The Estée Lauder Companies Inc., dated

as of August 21, 2008

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