Edgar Filing: LAUDER LEONARD A

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LAUDER LEONARD A

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

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

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman Emeritus

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2010

(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	05/19/2010		S⁽¹⁾		30,400 ⁽²⁾	D	$ 59.8231 ⁽²⁾ ⁽¹²⁾	2,850,269	D ⁽³⁾ ⁽⁴⁾
Class A Common Stock	05/19/2010		S⁽¹⁾		4,600 ⁽²⁾	D	$ 60.2922 ⁽²⁾ ⁽¹³⁾	2,845,669	D ⁽³⁾ ⁽⁴⁾
Class A Common Stock	05/20/2010		S⁽¹⁾		34,600 ⁽²⁾	D	$ 58.4901 ⁽²⁾ ⁽¹⁰⁾	2,811,069	D ⁽³⁾ ⁽⁴⁾
Class A Common Stock	05/20/2010		S⁽¹⁾		400 ⁽²⁾	D	$ 59.04 ⁽²⁾ ⁽¹¹⁾	2,810,669	D ⁽³⁾ ⁽⁴⁾
Class A Common Stock	05/20/2010		C⁽¹⁴⁾		40,220	A	⁽¹⁵⁾	40,220	D ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁶⁾
Class A Common Stock	05/20/2010		S		40,220 ⁽²⁾	D	$ 58.3093 ⁽²⁾ ⁽¹⁷⁾	0	D ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁶⁾
Class A Common Stock								390,000	D ⁽⁸⁾ ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Class B Common Stock

⁽⁵⁾

05/20/2010

C⁽¹⁴⁾

40,220

⁽⁵⁾

Class A Common Stock

40,220

⁽¹⁵⁾

D ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁶⁾

Class B Common Stock

$ 0 ⁽⁵⁾

⁽⁵⁾

Class A Common Stock

7,509,488

D ⁽¹⁸⁾

Class B Common Stock

$ 0 ⁽⁵⁾

⁽⁵⁾

Class A Common Stock

3,182

I ⁽¹⁶⁾

By Descendants of RSL 1966 Trust

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LAUDER LEONARD A C/O THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK, NY 10153	X	X	Chairman Emeritus
ESTEE LAUDER 2002 TRUST 767 FIFTH AVENUE NEW YORK, NY 10153		X		Trust with Insider Trustees
LAUDER RONALD S C/O THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK, NY 10153		X	Chairman, Clinique Labs, LLC
LAUDER EVELYN H C/O THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK, NY 10153		X	Senior Corporate Vice Presiden

Signatures

Leonard A. Lauder, Trustee, by Spencer G. Smul, Attorney-in-fact		05/21/2010
^**Signature of Reporting Person		Date
Ronald S. Lauder, by Spencer G. Smul, Attorney-in-fact		05/21/2010
^**Signature of Reporting Person		Date
Leonard A. Lauder, by Spencer G. Smul, attorney-in-fact		05/21/2010
^**Signature of Reporting Person		Date
Evelyn H. Lauder, by Spencer G. Smul, attorney-in-fact		05/21/2010
^**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)	Leonard A. Lauder ("LAL") sold shares of Class A Common Stock pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on February 3, 2010.
(2)	The number of securities reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices. The price reported represents the weighted average price. LAL, Evelyn H. Lauder ("EHL"), Ronald S. Lauder ("RSL") or The Estee Lauder 2002 Trust as the case may be, undertakes to provide the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by such reporting person at each separate price within the range.
(3)	Owned by LAL directly. Owned by EHL indirectly, through LAL.
(4)	EHL disclaims beneficial ownership of securities owned by her husband, LAL.
(5)	There is no exercise or conversion price for the Class B Common Stock. Shares of Class B Common Stock (i) may be converted immediately on a one-for-one basis by the holder into shares of Class A Common Stock and (ii) are automatically converted into Class A Common Stock on a one-for-one basis upon transfer to a person or entity that is not a "Permitted Transferee" (as defined in the Issuer's Restated Certificate of Incorporation) or soon after a record date for a meeting of stockholders where the outstanding Class B Common Stock constitutes less than 10% of the outstanding shares of Common Stock of the Issuer.
(6)	Owned directly by The Estee Lauder 2002 Trust. Owned by LAL and RSL indirectly as a trustee and beneficiary of The Estee Lauder 2002 Trust. Owned by EHL indirectly, through LAL.
(7)	LAL disclaims beneficial ownership of the shares to the extent that he does not have a pecuniary interest in such securities.
(8)	Owned by EHL directly. Owned by LAL indirectly, through EHL.
(9)	LAL disclaims beneficial ownership of securities owned by his wife, EHL.
(10)	Sales prices range from $58.01 to $59.00 per share, inclusive.
(11)	Sales prices range from $59.01 to $59.10 per share, inclusive.
(12)	Sales prices range from $59.21 to $60.20 per share, inclusive.
(13)	Sales prices range from $60.21 to $60.42 per share, inclusive.
(14)	On May 20, 2010, The Estee Lauder 2002 Trust converted 40,220 shares of Class B Common Stock into an equal number of shares of Class A Common Stock.
(15)	Not applicable
(16)	RSL disclaims beneficial ownership of the shares to the extent that he does not have a pecuniary interest in such securities.
(17)	Sales prices range from $58.18 to $58.68 per share, inclusive.
(18)	Owned by RSL directly.

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