ESTEE LAUDER COMPANIES INC — Director's Dealing 2011

May 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ESTEE LAUDER COMPANIES INC (EL)
CIK: 0001001250
Period of Report: 2011-05-18

Reporting Person: 1992 GRAT REMAINDER TRUST FBO GARY LAUDER (10% Owner, Trust with Insider)
Reporting Person: LAUDER GARY M (10% Owner)
Reporting Person: Lauder William P (Director, Executive Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-18	Class A Common Stock	S	1500	$100.652	Disposed	140680	Direct
2011-05-18	Class A Common Stock	S	8000	$101.9958	Disposed	132680	Direct
2011-05-18	Class A Common Stock	S	500	$102.41	Disposed	132180	Direct
2011-05-19	Class A Common Stock	S	9500	$101.9505	Disposed	122680	Direct
2011-05-19	Class A Common Stock	S	500	$102.6879	Disposed	122180	Direct
2011-05-18	Class A Common Stock	M	15000	$33.44	Acquired	96938	Direct
2011-05-18	Class A Common Stock	S	15000	$100.796	Disposed	81938	Direct
2011-05-19	Class A Common Stock	M	15000	$33.44	Acquired	96938	Direct
2011-05-19	Class A Common Stock	S	15000	$102.4063	Disposed	81938	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-18	Option (right to buy)	$33.44	M	15000	Disposed	2013-08-20	Class A Common Stock (15000)	Direct
2011-05-19	Option (right to buy)	$33.44	M	15000	Disposed	2013-08-20	Class A Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	534331	Indirect
Class A Common Stock	5234	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (634152)	634152	Direct
Class B Common Stock	$		Class A Common Stock (3262800)	3262800	Direct
Class B Common Stock	$		Class A Common Stock (22870)	22870	Indirect

Footnotes

F1: 1992 GRAT Remainder Trust f/b/o Gary M. Lauder ("GML GRAT Remainder Trust") sold shares of Class A Common Stock pursuant to plans intended to comply with Rule 10b5-1(c), previously entered into on December 6, 2010.

F2: 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. The Reporting Person undertakes to provide to the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by the Reporting Person at each separate price within the range.

F3: Owned by GML GRAT Remainder Trust directly. Owned by each of GML and WPL, indirectly, as a trustee of the GML GRAT Remainder Trust.

F4: GML disclaims beneficial ownership to the extent that he does not have a pecuniary interest in such securities.

F5: WPL disclaims beneficial ownership to the extent that he does not have a pecuniary interest in such securities.

F6: Owned by WPL GRAT Remainder Trust directly. Owned by each of GML and WPL, indirectly, as a trustee of the WPL GRAT Remainder Trust.

F7: Owned by WPL directly.

F8: 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 February 14, 2011.

F9: Owned by WPL indirectly, in custody for his children.

F10: Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 66,666 shares exercisable from and after January 1, 2005; 66,667 shares exercisable from and after January 1, 2006; 66,667 shares exercisable from and after January 1, 2007.

F11: Not applicable.

F12: 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.

F13: Sales prices range from $100.24 to $101.20 per share, inclusive.

F14: Sales prices range from $101.34 to $102.31 per share, inclusive.

F15: Sales prices range from $102.35 to $102.50 per share, inclusive.

F16: Sales prices range from $101.51 to $102.49 per share, inclusive.

F17: Sales prices range from $102.54 to $102.84 per share, inclusive.

F18: Sales prices range from $100.64 to $101.22 per share, inclusive.

F19: Sales prices range from $102.09 to $102.81 per share, inclusive.