UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

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BARE ESCENTUALS, INC.

(Name of Subject Company)

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BLUSH ACQUISITION CORPORATION

SHISEIDO COMPANY, LIMITED

(Names of Filing Persons (Purchasers)

Common Stock, Par Value $.001 Per Share

(Title of Class of Securities)

067511105

(CUSIP Number of Class of Securities)

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Takeshi Nakatsu

General Manager, Business Development Department

Shiseido Company, Limited

1-6-2, Higashi-shimbashi, Minato-ku, Tokyo 105-8310, Japan

Tel: +81-3-6218-6657

Fax: +81-3-6218-6662

(Name, Address and Telephone Number of Persons Authorized to Receive Notices

and Communications on Behalf of filing persons)

______________

Copy to:

Peter Lyons Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 +1-212-848-4000 Kenneth Lebrun Shearman & Sterling LLP 2-2-2 Uchisaiwaicho, 5F Chiyoda –ku, Tokyo, 100-0011 +81-3-5251-1601

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
Not Applicable	Not Applicable

* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before commencement of a tender offer.

£ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Not Applicable	Filing Party:	Not Applicable
Form or Registration No.:	Not Applicable	Date Filed:	Not Applicable

R Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement relates:

R third-party tender offer subject to Rule 14d-1.

£ issuer tender offer subject to Rule 13e-4.

£ going-private transaction subject to Rule 13e-3.

£ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  £

INDEX TO EXHIBITS

Exhibit Number	Descriptions
99.1	Joint Press Release issued by Shiseido Co., Ltd. (“Shiseido”) and Bare Escentuals, Inc. (“Bare Escentuals”) on January 14, 2010.
99.2	English translation of the press release filed by Shiseido with the Tokyo Stock Exchange on January 15, 2010.
99.3	Materials for Shiseido’s Investor Presentation on January 15, 2010.
99.4	Shiseido’s message to Bare Escentuals Employees dated January 15, 2010.
99.5	Shiseido’s announcement of a press conference dated January 15, 2010.
99.6	English translation of the Japanese language e-mail invitation to investors of Shiseido for a briefing session dated January 15, 2010.
99.7	Shiseido’s announcement of the investors conference call in English dated January 15, 2010.