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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(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)
06/05/2008

(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	06/05/2008		S⁽¹⁾		12,281 ⁽²⁾	D	$ 47.2944 ⁽²⁾	36,844	D ⁽¹⁾
Class A Common Stock	06/06/2008		S⁽¹⁾		12,281 ⁽²⁾	D	$ 46.8204 ⁽²⁾	24,563	D ⁽¹⁾ ⁽⁹⁾
Class A Common Stock	06/05/2008		S⁽³⁾		12,281 ⁽⁴⁾	D	$ 47.2929 ⁽⁴⁾	36,844	D ⁽³⁾
Class A Common Stock	06/06/2008		S⁽³⁾		12,281 ⁽⁴⁾	D	$ 46.8172 ⁽⁴⁾	24,563	D ⁽³⁾ ⁽⁹⁾
Class A Common Stock	06/05/2008		M⁽⁵⁾		10,000	A	$ 33.7813	252,365	D ⁽⁵⁾
Class A Common Stock	06/05/2008		S⁽⁵⁾		10,000 ⁽⁶⁾	D	$ 47.2967 ⁽⁶⁾	242,365	D ⁽⁵⁾
Class A Common Stock	06/06/2008		M⁽⁵⁾		10,000	A	$ 33.7813	252,365	D ⁽⁵⁾
Class A Common Stock	06/06/2008		S⁽⁵⁾		10,000 ⁽⁶⁾	D	$ 46.8176 ⁽⁶⁾	242,365	D ⁽⁵⁾ ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Option (Right to Buy)

$ 33.7813

06/05/2008

M⁽⁵⁾

10,000

01/01/2001⁽⁷⁾

07/21/2008

Class A Common Stock

10,000

⁽⁸⁾

30,000

Option (Right to Buy)

$ 33.7813

06/06/2008

M⁽⁵⁾

10,000

01/01/2001⁽⁷⁾

07/21/2008

Class A Common Stock

10,000

⁽⁸⁾

20,000

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 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	Chief Executive Officer

Signatures

1992 GRAT Remainder Trust F/B/O Gary Lauder, by Spencer G. Smul, Attorney-in-fact		06/09/2008
^**Signature of Reporting Person		Date
Gary M. Lauder, by Spencer G. Smul, Attorney-in-fact		06/09/2008
^**Signature of Reporting Person		Date
1992 GRAT Remainder Trust F/B/O William Lauder, by Spencer G. Smul, Attorney-in-fact		06/09/2008
^**Signature of Reporting Person		Date
William P. Lauder, by Spencer G. Smul, Attorney-in-fact		06/09/2008
^**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 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.
(4)	See Exhibit 99.1(b).
(5)	William P. Lauder ("WPL") exercised stock options and sold the underlying 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. WPL's direct and indirect holdings are set forth in Exhibit 99.1(d).
(6)	See Exhibit 99.1(c).
(7)	The options that were exercised by WPL were part of a grant of options that became exercisable in three tranches in respect of 33,000 on January 1, 2001, 33,000 on January 1, 2002, and 34,000 on January 1, 2003.
(8)	Not applicable.
(9)	See Exhibit 99.1(d).
Remarks: See Exhibits 24.1, 24.2, 99.1 and 99.2 incorporated herein by reference.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.