A plan to settle a class-action lawsuit over cosmetics pricing by giving away millions of dollars worth of lipstick, blush, and perfume is a step closer to approval after a retired judge appointed to review the deal recommended that all remaining objections to the pact be dismissed.

The attorneys general of 11 states have asked a federal court in Oakland, Calif., to reject the settlement, which was worked out between plaintiffs’ lawyers, cosmetics manufacturers, and department stores.

The agreement calls for a weeklong nationwide giveaway in department stores of cosmetics the companies say would be worth $175 million retail. The cosmetics makers would also pay the lawyers who brought the case up to $24 million in cash for fees and expenses. The deal would settle claims that key players in the so-called prestige cosmetics industry engaged in an illegal scheme to fix prices, chiefly by discouraging discounting.

In a report filed with the court last month, the retired judge, Charles Renfrew, found no merit in the states’ claims that the $175 million figure was grossly inflated and that the first-come, first-served nature of the planned giveaway could leave some who regularly buy large volumes of cosmetics products with worthless free items or no compensation at all. He found that the companies had valued their products appropriately.

Mr. Renfrew also stressed that the settlement was adequate in light of the difficulties the plaintiffs’ lawyers faced in proving a price-fixing conspiracy in the industry. “The plaintiffs’ case was exceedingly weak,” he wrote.

In May, The New York Sun first reported that an expert that plaintiffs’ lawyers hired to review the legal merits of the price-fixing suit gave it a 7% chance of prevailing in the courts.

The lawyer leading the states’ attack on the settlement, Jennifer Kirk of the Pennsylvania attorney general’s office, said the states will press their objections with the federal judge assigned to the case, Saundra Armstrong. She has scheduled a hearing in January on whether to accept Mr. Renfrew’s report and approve the settlement. Judge Armstrong will also have to decide whether the lawyers who brought the case deserve the $24 million fee they are seeking.

In an interview, Ms. Kirk complained that Mr. Renfrew showed little interest in questioning the claims made by the plaintiffs’ lawyers and the defendants. “The special master is not really looking into the realities and facts of the case,” she said.

Ms. Kirk said the weakness of the case is no reason to move forward with a settlement that may give cosmetics purchasers less than it claims. “You have to provide them with what you’re saying you’re providing them. They’re not doing that,” she said.

Two of the lead attorneys for the plaintiffs did not return calls seeking comment.

Some of the documents filed with the court provide a rare glimpse into the high-stakes cosmetics business, including letters exchanged between a Western department store chain, Gottschalks, and the CEO of Estee Lauder, Leonard Lauder.

In a February 5, 1998, letter to the chain, Mr. Lauder expressed grave concern about the company’s products being sold at a discount. “We have observed in some stores what we believe to be an unfortunate development that could eventually erode that vital prestige position of our products,” he wrote.

While Mr. Lauder observed that Estee Lauder’s “suggested retail prices are suggestions and nothing more,” he went on to make a forceful argument that discounting would bring on nothing less than the downfall of the cosmetics industry.

“The history of retailing is replete with once profitable product areas, such as consumer electronics and music recordings, which have virtually disappeared from better retail outlets because successful marketing strategies were abandoned in favor of short-term gains,” he wrote.

In a reply the following week, the chairman of Gottschalks, Joseph Levy, tried to assuage Mr. Lauder’s concerns: “I can assure you that Gottschalks prizes and cherishes its fine lines of cosmetics that we sell to our customers and can assure you that we do not include them in any of our storewide sales.”

A spokeswoman for Estee Lauder declined to comment on the issue, and a Gottschalks spokeswoman did not respond to calls seeking comment.

Under federal anti-trust law, manufacturers cannot make agreements with retailers not to discount, but product makers are permitted to cut off sales to stores that cut prices.

Under the proposed settlement, the cosmetics makers are prohibited from seeking any “commitment or assurance” from department stores about pricing.

While Mr. Renfrew’s report emphasizes the value of that promise, Ms. Kirk disagreed.

“The injunction really does nothing more than say, “Okay, we really won’t break the law. We promise this time,” she said. “It really is worth zero.”