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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DiGeso Amy
  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)
EVP - Global Human Resources
(Last)
(First)
(Middle)
THE ESTEE LAUDER COMPANIES INC., 767 FIFTH AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
09/04/2012
(Street)

NEW YORK, NY 10153
4. If Amendment, Date 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
(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)
Code V Amount (A) or (D) Price
Class A Common Stock 09/04/2012   A(2)   18,237 (2) A $ 0 31,627 (1) D  
Class A Common Stock 09/04/2012   F(3)   7,526 D $ 59.67 24,101 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) $ 59.78 09/04/2012   A   42,927     (4) 09/04/2022 Class A Common Stock 42,927 (4) 42,927 D  
Restricted Stock Units (Share Payout) $ 0 (5) 09/04/2012   A   7,934     (6)   (6) Class A Common Stock 7,934 (6) 31,462 (7) D  
Option (Right to Buy) $ 26.42 (8)             01/01/2010(8) 09/11/2018(8) Class A Common Stock 16,668 (8)   16,668 (8) D  
Option (Right to Buy) $ 17 (9)             01/01/2011(9) 09/02/2019(9) Class A Common Stock 46,668 (9)   46,668 (9) D  
Option (Right to Buy) $ 29.04 (10)             01/01/2012(10) 09/01/2020(10) Class A Common Stock 81,082 (10)   81,082 (10) D  
Option (Right to Buy) $ 49.09 (11)             01/01/2013(11) 09/01/2021(11) Class A Common Stock 49,128 (11)   49,128 (11) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DiGeso Amy
THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVENUE
NEW YORK, NY 10153
      EVP - Global Human Resources  

Signatures

 By: Amy DiGeso by Spencer G. Smul, attorney-in-fact   09/06/2012
**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) On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in the Reporting Person's ownership of 6,695 additional shares of Class A Common Stock.
(2) Reflects payout of Performance Share Units ("PSUs") granted to Reporting Person on September 2, 2009. Aggregate target payout for the opportunities was 12,158 shares of Class A Common Stock.
(3) Represents the withholding of shares for tax purposes in connection with the payout of the PSUs.
(4) Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 14,309 shares exercisable from and after January 1, 2014; 14,309 shares exercisable from and after January 1, 2015; and 14,309 shares exercisable from and after January 1, 2016.
(5) 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.
(6) Assuming continued employment, the Restricted Stock Units granted on September 4, 2012 will vest and be paid out as follows: 2,644 on October 31, 2013; 2,645 on October 31, 2014; and 2,645 on October 31, 2015. Upon payout, shares will be withheld to cover minimum statutory tax obligations. Restricted Stock Units are accompanied by dividend equivalent rights that will be payable in cash at the time of payout of the related shares.
(7) Assuming continued employment, the Restricted Stock Units held by the Reporting Person are from the grants dated September 2, 2009, September 1, 2010, September 1, 2011 and September 4, 2012 will vest and be paid out as follows: 12,106 on October 31, 2012; 10,698 on October 31, 2013; 6,013 on October 31, 2014; and 2,645 on October 31, 2015. The Restricted Stock Units outstanding prior to January 4, 2012 (i.e. the record date) were previously reported as paying out as follows: 6,053 on October 31, 2012; 4,027 on October 31, 2013; and 1,684 on October 31, 2014, but have been adjusted in this report to reflect the stock split that occurred on January 20, 2012. Upon payout, shares will be withheld to cover minimum statutory tax obligations. Restricted Stock Units are accompanied by dividend equivalent rights that will be payable in cash at the time of payout of the related shares.
(8) Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 16,668 shares exercisable from and after January 1, 2012. This option was previously reported as covering 8,333 shares exercisable from and after January 1, 2010; 8,333 shares exercisable from and after January 1, 2011; and 8,334 shares exercisable from and after January 1, 2012 at an exercise price of $52.83, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012. Options in respect of 33,332 shares (post-split) subject to this grant were exercised prior to such date.
(9) Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 22,334 shares exercisable from and after January 1, 2012; and 22,334 shares exercisable from and after January 1, 2013. This option was previously reported as covering 11,666 shares exercisable from and after January 1, 2011; 11,667 shares exercisable from and after January 1, 2012; and 11,667 shares exercisable from and after January 1, 2013 at an exercise price of $34.00, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012. Options in respect of 23,332 shares (post-split) subject to this grant were exercised prior to such date.
(10) Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 27,026 shares exercisable from and after January 1, 2012; 27,028 shares exercisable from and after January 1, 2013; and 27,028 shares exercisable from and after January 1, 2014. This option was previously reported as covering 13,513 shares exercisable from and after January 1, 2012; 13,514 shares exercisable from and after January 1, 2013; and 13,514 shares exercisable from and after January 1, 2014 at an exercise price of $58.08, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
(11) Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 16,376 shares exercisable from and after January 1, 2013; 16,376 shares exercisable from and after January 1, 2014; and 16,376 shares exercisable from and after January 1, 2015. This option was previously reported as covering 8,188 shares exercisable from and after January 1, 2013; 8,188 shares exercisable from and after January 1, 2014; and 8,188 shares exercisable from and after January 1, 2015 at an exercise price of $98.17, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.

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