Sec Form 4 Filing - Lauder William P @ ESTEE LAUDER COMPANIES INC - 2012-11-21

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 Lauder William P 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) Executive Chairman (Last) (First) (Middle) C/O THE ESTEE LAUDER COMPANIES INC., 767 FIFTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/21/2012 (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 11/21/2012 M 300,000 A $ 17.5 560,489 D Class A Common Stock 11/21/2012 M 300,000 A $ 19.78 860,489 D Class A Common Stock 11/21/2012 S 374,000 ( 1 ) D $ 58.27 ( 1 ) ( 2 ) 486,489 D Class A Common Stock 24,360 I ( 3 ) ( 4 ) 1992 GRAT Remainder Trust f/b/o GML Class A Common Stock 668,662 I ( 4 ) ( 5 ) 1992 GRAT Remainder Trust f/b/o WPL Class A Common Stock 10,468 I ( 4 ) ( 6 ) by children of WPL

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) $ 17.5 11/21/2012 M 300,000 ( 7 ) ( 7 ) 09/26/2015 Class A Common Stock 300,000 ( 8 ) 0 D Option (right to buy) $ 19.78 11/21/2012 M 300,000 ( 9 ) ( 9 ) 08/20/2013 Class A Common Stock 300,000 ( 8 ) 0 D Class B Common Stock ( 10 ) ( 10 ) ( 10 ) Class A Common Stock 6,525,600 6,525,600 D Class B Common Stock ( 10 ) ( 10 ) ( 10 ) Class A Common Stock 1,268,304 1,268,304 I ( 4 ) ( 5 ) 1992 GRAT Remainder Trust f/b/o WPL Class B Common Stock ( 10 ) ( 10 ) ( 10 ) Class A Common Stock 45,740 45,740 I ( 4 ) ( 6 ) by children of WPL

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lauder William P C/O THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK, NY10153 X X Executive Chairman Signatures William P. Lauder, by Spencer G. Smul, Attorney-in-fact 11/26/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Sales prices range from $58.05 to $58.62 per share, inclusive. ( 3 )Owned by William P. Lauder ("WPL"), indirectly, as a trustee of the 1992 GRAT Remainder Trust f/b/o Gary M. Lauder. ( 4 )WPL disclaims beneficial ownership to the extent that he does not have a pecuniary interest in such securities. ( 5 )Owned by the 1992 GRAT Remainder Trust f/b/o William P. Lauder ("WPL GRAT Remainder Trust"). Owned by WPL, indirectly, as a trustee of the WPL GRAT Remainder Trust. ( 6 )Owned by WPL indirectly, in custody for his children. ( 7 )Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 100,000 shares exercisable from and after January 1, 2007; 100,000 shares exercisable from and after January 1, 2008; and 100,000 shares exercisable from and after January 1, 2009. This option was previously reported as covering 50,000 shares exercisable from and after January 1, 2007; 50,000 shares exercisable from and after January 1, 2008; and 50,000 shares exercisable from and after January 1, 2009 at an exercise price of $35.00, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012. ( 8 )Not applicable. ( 9 )Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 100,000 shares exercisable from and after January 1, 2008; 100,000 shares exercisable from and after January 1, 2009; and 100,000 shares exercisable from and after January 1, 2010. This option was previously reported as covering 50,000 shares exercisable from and after January 1, 2008; 50,000 shares exercisable from and after January 1, 2009; and 50,000 shares exercisable from and after January 1, 2010 at an exercise price of $39.56, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012. ( 10 )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 C ertificate 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.

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).

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