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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* LAUDER RONALD S (Last) (First) (Middle) THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE (Street) NEW YORK NY 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) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman, Clinique Labs, LLC
	3. Date of Earliest Transaction (Month/Day/Year) 02/09/2006
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/09/2006		M		250,000	A	$21.375	307,553(1)	D
Class A Common Stock	02/09/2006		S		214,500	D	$37.5	93,053	D
Class A Common Stock	02/09/2006		S		2,900	D	$37.5476	90,153	D
Class A Common Stock	02/09/2006		S		8,400	D	$37.6079	81,753	D
Class A Common Stock	02/09/2006		S		6,900	D	$37.6496	74,853	D
Class A Common Stock	02/09/2006		S		16,900	D	$37.7	57,953	D
Class A Common Stock	02/09/2006		S		300	D	$37.71	57,653	D
Class A Common Stock	02/09/2006		S		100	D	$37.72	57,553	D
Class A Common Stock								3,812(2)	I	By Decendants of RSL 1966 Trust

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Buy)	$21.375	02/09/2006		M			250,000	01/01/2000(3)	07/01/2006	Class A Common Stock	250,000	(4)	0(5)	D
Class B Common Stock	$0(6)							(7)	(7)	Class A Common Stock	13,928,019		13,928,019	D
Class B Common Stock	$0(6)							(7)	(7)	Class A Common Stock	3,182		3,182(2)	I	By Descendants of RSL 1996 Trust
Class B Common Stock	$0(6)							(7)	(7)	Class A Common Stock	40,220		40,220(2)	I	By The Estee Lauder 2002 Trust

Explanation of Responses:

1. The Reporting Person has a short position of 894,986 shares of Class A Common Stock established prior to the Issuer's initial public offering.

2. The Reporting Person disclaims beneficial ownership of these shares to the extent he does not have a pecuniary interest in such securities.

3. The options that were exercised were part of a grant of options that became exercisable in three substantially equal tranches on January 1, 2000, January 1, 2001 and January 1, 2002.

4. Exercise of Stock Options.

5. The Reporting Person also has options to purchase 750,000 shares of Class A Common Stock at various exercise prices.

6. There is no exercise or conversion price for the Class B Common Stock. It is convertible into shares of Class A Common Stock on a one-to-one basis.

7. Shares of Class B Common Stock may be converted immediately on a one-for-one basis by the holder and 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" 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 Issuerer.

Remarks:

	Ronald S. Lauder, by Spencer G. Smul, Attorney-in-fact	02/10/2006
	** 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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