Sec Form 4 Filing - Demsey John @ ESTEE LAUDER COMPANIES INC - 2012-08-17

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 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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1. Name and Address of Reporting Person Demsey John 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 (Last) (First) (Middle) THE ESTEE LAUDER COMPANIES INC., 767 FIFTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/17/2012 (Street) NEW YORK, NY10153 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/17/2012 S 2,400 D $ 61.52 36,076 D Class A Common Stock 08/17/2012 S 300 D $ 61.53 35,776 D Class A Common Stock 08/17/2012 S 500 D $ 61.54 35,276 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option (right to buy) $ 17 ( 1 ) 01/01/2011( 1 ) 09/02/2019 Class A Common Stock 45,000 ( 1 ) 45,000 ( 1 ) D Option (right to buy) $ 29.04 ( 2 ) 01/01/2012( 2 ) 09/21/2020 Class A Common Stock 108,972 ( 2 ) 108,972 ( 2 ) D Option (right to buy) $ 49.09 ( 3 ) 01/01/2013( 3 ) 09/01/2021 Class A Common Stock 95,110 ( 3 ) 95,110 ( 3 ) D Restricted Stock Units (Share Payout) ( 4 ) ( 5 ) ( 5 ) Class A Common Stock 49,550 ( 5 ) 49,550 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Demsey John THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK, NY10153 Group President Signatures John Demsey, by Spencer G. Smul, attorney-in-fact 08/20/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 45,000 shares exercisable from and after January 1, 2011; 45,000 shares exercisable from and after January 1, 2012; 45,000 shares exercisable from and after January 1, 2013. This option was previously reported as covering 22,500 shares exercisable from and after January 1, 2011; 22,500 shares exercisable from and after January 1, 2012; 22,500 shares exercisable from and after January 1, 2013 at an exercise price of $34.00 per share, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012. ( 2 )Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 54,484 shares exercisable from and after January 1, 2012; 54,486 shares exercisable from and after January 1, 2013; 54,486 shares exercisable from and after January 1, 2014. This option was previously reported as covering 27,242 shares exercisable from and after January 1, 2012; 27,242 shares exercisable from and after January 1, 2013; 27,242 shares exercisable from and after January 1, 2014 at an exercise price of $58.08 per share, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012. ( 3 )Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 31,702 shares exercisable from and after January 1, 2013; 31,704 shares exercisable from and after January 1, 2014; 31,704 shares exercisable from and after January 1, 2015. This option was previously reported as covering 15,851 shares exercisable from and after January 1, 2012; 15,852 shares exercisable from and after January 1, 2013; 15,852 shares exercisable from and after January 1, 2014 at an exercise price of $98.17 per share, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012. ( 4 )Not applicable. Restricted Stock Units vest and are paid out in shares of Class A Common Stock on a one-to-one basis on the applicable vesting date. ( 5 )These Restricted Stock Units are from the grants dated September 2, 2009, September 1, 2010 and September 1, 2011, which will vest and be paid out as follows: 24,874 on October 31, 2012, 17,062 on October 31, 2013 and 7,614 on October 31, 2014. These Restricted Stock Units were previously reported as paying out as follows: 12,437 on October 31, 2012, 8,531 on October 31, 2013 and 3,807 on October 31, 2014, but have been adjusted in this report to reflect the stock split that occurred on January 20, 2012.

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