SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Demsey John

(Last)

(First)

(Middle)

THE ESTEE LAUDER COMPANIES INC.

767 FIFTH AVENUE

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

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	10% Owner
X	Officer (give title below)	Other (specify below)
	Group President

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2008

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	08/14/2008		M⁽¹⁾		30,000	A	$43.1	31,615.84	D
Class A Common Stock	08/14/2008		S⁽¹⁾		30,000	D	$50.5	1,615.84	D
Class A Common Stock	08/14/2008		M⁽¹⁾		25,000	A	$43.6875	26,615.84	D
Class A Common Stock	08/14/2008		S⁽¹⁾		25,000	D	$51	1,615.84	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Buy)	$43.1	08/14/2008		M⁽¹⁾			30,000⁽²⁾	01/01/2006⁽²⁾	08/24/2014	Class A Common Stock	30,000	⁽⁴⁾	0⁽⁵⁾	D
Option (Right to Buy)	$43.6875	08/14/2008		M⁽¹⁾			25,000⁽³⁾	01/01/2002⁽³⁾	08/16/2010	Class A Common Stock	25,000	⁽⁴⁾	0⁽⁵⁾	D

Explanation of Responses:

1. The exercise of stock options and the sale of the underlying shares of Class A Common Stock were made pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on September 7, 2007 and amended on February 4, 2008.

2. Stock options granted pursuant to the Fiscal 2002 Share Incentive Plan in respect of 10,000 shares exercisable from and after January 1, 2006; 10,000 shares exercisable from and after January 1, 2007; and 10,000 shares exercisable from and after January 1, 2008.

3. Stock options granted pursuant to the Fiscal 1999 Share Incentive Plan in respect of 8,333 shares exercisable from and after January 1, 2002; 8,333 shares exercisable from and after January 1, 2003; and 8,334 shares exercisable from and after January 1, 2004.

4. Not applicable.

5. The Reporting Person also has options to purchase at various prices 137,501 shares of Class A Common Stock of which 25,000 are currently exercisable.

Remarks:

	John Demsey, by Charles E. Reese, II, attorney-in-fact	08/15/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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