Edgar Filing: 1992 GRAT REMAINDER TRUST FBO GARY LAUDER

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 Trustee

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2009

(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	09/22/2009		J⁽¹⁾		1,343,846	A	⁽¹⁾	1,343,846	D ⁽²⁾
Class A Common Stock	09/22/2009		J⁽³⁾		1,280,456	A	⁽³⁾	1,280,456	D ⁽⁴⁾
Class A Common Stock								45,927 ⁽⁵⁾	D ⁽⁵⁾
Class A Common Stock								5,234	I ⁽⁵⁾	By children of WPL

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

Class B Common Stock

⁽⁶⁾

09/22/2009

J⁽¹⁾

1,343,846

⁽⁶⁾

Class A Common Stock

1,343,846

⁽¹⁾

D ⁽²⁾

Class B Common Stock

⁽⁶⁾

09/22/2009

J⁽³⁾

1,280,456

⁽⁶⁾

Class A Common Stock

1,280,456

⁽³⁾

634,152

D ⁽⁴⁾

Class B Common Stock

⁽⁶⁾

Class A Common Stock

3,262,800

D ⁽⁵⁾

Class B Common Stock

⁽⁶⁾

Class A Common Stock

22,870

22,870 ⁽⁵⁾

By children of WPL

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 Trustee
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 Trustee
Lauder William P THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVE. NEW YORK, NY 10036	X	X	Executive Chairman

Signatures

1992 GRAT Remainder Trust F/B/O Gary Lauder, by Charles E. Reese, II, Attorney-in-fact		09/24/2009
^**Signature of Reporting Person		Date
Gary M. Lauder, by Charles E. Reese, II, Attorney-in-fact		09/24/2009
^**Signature of Reporting Person		Date
1992 GRAT Remainder Trust F/B/O William Lauder, by Charles E. Reese, II, Attorney-in-fact		09/24/2009
^**Signature of Reporting Person		Date
William P. Lauder, by Charles E. Reese, II, Attorney-in-fact		09/24/2009
^**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 (the "GML GRAT Remainder Trust") received 1,343,846 shares of Class A Common Stock from LAL Family Partners L.P. ("LALFP") in exchange for transferring 1,343,846 shares of Class B Common Stock to LALFP.
(2)	See Note 1 and Exhibit 99.1 (a) and (c).
(3)	The 1992 GRAT Remainder Trust f/b/o William P. Lauder (the "WPL GRAT Remainder Trust") received 1,280,456 shares of Class A Common Stock from LALFP in exchange for transferring 1,280,456 shares of Class B Common Stock to LALFP.
(4)	See Note 3 and Exhibit 99.1 (b) and (d).
(5)	See Exhibit 99.1 (d).
(6)	There is no exercise or conversion price for the Class B Common Stock. 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" (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.
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.