On July 17, 2012, in order to simplify the Restated Certificate of Incorporation, as amended (the "COI"), of The Estée Lauder Companies Inc. (the "Company"), its Board of Directors authorized the elimination from the COI of all references to the Company's Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock") and $6.50 Cumulative Redeemable Preferred Stock (the "$6.50 Preferred Stock"). No shares of Series A Preferred Stock or $6.50 Preferred Stock were then outstanding. The foregoing was effected on July 17, 2012, by the filing of a Certificate of Elimination of the Series A Preferred Stock and a Certificate of Retirement of the $6.50 Preferred Stock with the Secretary of State of the State of Delaware. Copies of these Certificates are attached hereto as Exhibits 3.1 and 3.2 and incorporated herein by reference.

(d) Exhibits.

Exhibit No.   Description

3.1           Certificate of Elimination of the Series A Cumulative Redeemable
              Preferred Stock of The Estée Lauder Companies Inc.

3.2           Certificate of Retirement of $6.50 Cumulative Redeemable Preferred
              Stock of The Estée Lauder Companies Inc.