Edgar Filing: ESTEE LAUDER COMPANIES INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

1992 GRAT REMAINDER TRUST FBO GARY LAUDER

2. Issuer Name and Ticker or Trading Symbol
ESTEE LAUDER COMPANIES INC [EL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Trust with Insider

(Last)

(First)

(Middle)

C/O THE ESTEE LAUDER COMPANIES INC., 767 FIFTH AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2008

(Street)

NEW YORK, NY 10153

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/20/2008		S⁽¹⁾		12,281 ⁽²⁾	D	$ 42.052 ⁽²⁾	233,340	D ⁽¹⁾
Class A Common Stock	02/21/2008		S⁽¹⁾		12,281 ⁽²⁾	D	$ 42.1364 ⁽²⁾	221,059	D ⁽¹⁾
Class A Common Stock	02/22/2008		S⁽¹⁾		12,281 ⁽²⁾	D	$ 41.8279 ⁽²⁾	208,778	D ⁽¹⁾ ⁽⁹⁾
Class A Common Stock	02/20/2008		S⁽³⁾		25,000 ⁽⁴⁾	D	$ 42.0488 ⁽⁴⁾	260,400	D ⁽³⁾
Class A Common Stock	02/20/2008		G⁽⁵⁾	V	35,400	D	⁽⁶⁾	225,000	D ⁽⁵⁾
Class A Common Stock	02/21/2008		S⁽³⁾		25,000 ⁽⁴⁾	D	$ 42.1384 ⁽⁴⁾	200,000	D ⁽³⁾
Class A Common Stock	02/22/2008		S⁽³⁾		25,000 ⁽⁴⁾	D	$ 41.8261 ⁽⁴⁾	175,000	D ⁽³⁾ ⁽⁹⁾
Class A Common Stock	02/20/2008		S⁽⁷⁾		12,281 ⁽⁸⁾	D	$ 42.0508 ⁽⁸⁾	233,340	D ⁽⁷⁾
Class A Common Stock	02/21/2008		S⁽⁷⁾		12,281 ⁽⁸⁾	D	$ 42.136 ⁽⁸⁾	221,059	D ⁽⁷⁾
Class A Common Stock	02/22/2008		S⁽⁷⁾		12,281 ⁽⁸⁾	D	$ 41.8283 ⁽⁸⁾	208,778	D ⁽⁷⁾ ⁽⁹⁾
Class A Common Stock								242,365	D ⁽¹⁰⁾
Class A Common Stock								5,234	I ⁽⁹⁾	By children of William P. Lauder

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
1992 GRAT REMAINDER TRUST FBO GARY LAUDER C/O THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK, NY 10153		X		Trust with Insider
LAUDER GARY M REVOCABLE TRUST UAD 8/10/2000 ICTV INC. 333 W. SAN CARLOS ST., SUITE 400 SAN JOSE, CA 95110		X
LAUDER GARY M ICTV INC. 333 W. SAN CARLOS ST., SUITE 400 SAN JOSE, CA 95110		X
1992 GRAT REMAINDER TRUST FBO WILLIAM LAUDER THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NY, NY 10153		X		Trust with Insider
Lauder William P THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVE. NEW YORK, NY 10036	X	X	President and CEO

Signatures

Gary M. Lauder, by Spencer G. Smul, Attorney-in-fact		02/22/2008
^**Signature of Reporting Person		Date
Gary M. Lauder, Trustee, by Spencer G. Smul, Attorney-in-fact		02/22/2008
^**Signature of Reporting Person		Date
Gary M. Lauder, Trustee, by Spencer G. Smul, Attorney-in-fact		02/22/2008
^**Signature of Reporting Person		Date
William P. Lauder, by Spencer G. Smul, Attorney-in-fact		02/22/2008
^**Signature of Reporting Person		Date
William P. Lauder, Trustee, by Spencer G. Smul, Attorney-in-fact		02/22/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The 1992 GRAT Remainder Trust f/b/o Gary M. Lauder sold shares of Class A Common Stock pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on September 5, 2007. The 1992 GRAT Remainder Trust f/b/o Gary M. Lauder also owns 1,343,846 shares of Class B Common Stock.
(2)	See Exhibit 99.1(a).
(3)	The GML Revocable Trust sold shares of Class A Common Stock pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on September 5, 2007.
(4)	See Exhibit 99.1(b).
(5)	Shares of Class A Common Stock were donated to a charity by the GML Revocable Trust, pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on September 7, 2007.
(6)	Not applicable.
(7)	The 1992 GRAT Remainder Trust f/b/o William P. Lauder sold shares of Class A Common Stock pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on September 5, 2007. The 1992 GRAT Remainder Trust f/b/o William P. Lauder also owns 1,914,608 shares of Class B Common Stock.
(8)	See Exhibit 99.1(c).
(9)	See Exhibit 99.1(d).
(10)	Directly owned by William P. Lauder
Remarks: *The full name of the Gary M. Lauder Revocable Trust is the Second Amendment and Restatement of the Gary M. Lauder Revocable Trust u/a dated October 6, 2003.

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