Edgar Filing: ESTEE LAUDER COMPANIES INC

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________
SCHEDULE 13G (RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) ____________________
(Amendment No. 11)*

The Estée Lauder Companies Inc.
(Name of Issuer)
Class A Common Stock, par value $.01 per share		518439 10 4
(Title of class of securities)		(CUSIP number)
December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d)
____________________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on Following Pages Page 1 of 8 Pages Exhibit Index Appears on Page 7

CUSIP No.

518439 10 4

13G

Page 2 of 8 Pages

NAME OF REPORTING PERSONS:

Joel S. Ehrenkranz

S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*

(a) [_]

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States of America

NUMBER OF

SOLE VOTING POWER:

BENEFICIALLY

OWNED BY

SHARED VOTING POWER:

3,749,696

EACH

REPORTING

SOLE DISPOSITIVE POWER:

PERSON WITH

SHARED DISPOSITIVE POWER:

3,749,696

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

3,749,696

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:*

N/A

[_]

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

3.2%

** SEE ITEM 4

TYPE OF REPORTING PERSON:

* SEE INSTRUCTIONS BEFORE FILLING OUT!

Item 1.

Identity of Issuer

(a)

The name of the issuer is The Estée Lauder Companies Inc. (the “Issuer”).

(b)

The address of the Issuer’s principal executive office is 767 Fifth Avenue, New York, New York 10153.

Item 2.

Identity of Person Filing

(a) - (c) (c)

This report is being filed by Joel S. Ehrenkranz with a business address of 375 Park Avenue, New York, New York 10152 (the “Reporting Person”). The Reporting Person is a citizen of the United States of America.

(d) - (e)

This report covers the Issuer’s Class A Common Stock, par value $.01 per share (the “Class A Common Stock”). The CUSIP number of the Class A Common Stock is 518439 10 4.

Item 3.

Not Applicable.

Item 4.

Ownership

(a)

As of December 31, 2007, the Reporting Person beneficially owned 3,749,696 shares of Class A Common Stock as follows: (i) 245,621 shares of Class A Common Stock and 1,914,608 shares of Class B Common Stock, par value $.01 per share, of the Issuer (the “Class B Common Stock”) held indirectly as a co-trustee of the 1992 GRAT Remainder Trust f/b/o William Lauder (the “WPL Remainder Trust”) and (ii) 245,621 shares of Class A Common Stock and 1,343,846 shares of Class B Common Stock held indirectly as co-trustee of the 1992 GRAT Remainder Trust f/b/o Gary Lauder (the “GML Remainder Trust”). The Reporting Person disclaims beneficial ownership of the 491,242 shares of Class A Common Stock and the 3,258,454 shares of Class B Common Stock held indirectly as a co-trustee of the WPL Remainder Trust and the GML Remainder Trust.

(b)

Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock and is automatically converted into one share of Class A Common Stock upon transfer to a person who is not a Permitted Transferee, as that term is defined in the Issuer’s Certificate of Incorporation. Assuming conversion of all such shares of Class B Common Stock beneficially owned by the Reporting Person, the Reporting Person would beneficially own 3,749,696 shares of Class A Common Stock, which would constitute 3.2% of the number of shares of Class A Common Stock outstanding.

Page 3 of 8 Pages

Each share of Class A Common Stock entitles the holder to one vote on each matter submitted to a vote of the Issuer’s stockholders and each share of Class B Common Stock entitles the holder to ten votes on each such matter, including the election of directors of the Issuer. Assuming no conversion of any of the outstanding shares of Class B Common Stock, the 491,242 shares of Class A Common Stock and the 3,258,454 shares of Class B Common Stock for which the Reporting Person has voting power constitute 3.6% of the aggregate voting power of the Issuer.

(c)

The Reporting Person shares voting and dispositive power with William P. Lauder and Gary M. Lauder, as co-trustees of the WPL Remainder Trust and the GML Remainder Trust, with respect to the 245,621 shares of Class A Common Stock and the 1,914,608 shares of Class B Common Stock owned by the WPL Remainder Trust, and the 245,621 shares of Class A Common Stock and the 1,343,846 shares of Class B Common Stock owned by the GML Remainder Trust.

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

William P. Lauder and Gary M. Lauder, as co-trustees of the WPL Remainder Trust and the GML Remainder Trust, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 491,242 shares of Class A Common Stock and the 3,258,454 shares of Class B Common Stock owned by the WPL Remainder Trust and the GML Remainder Trust.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

The Reporting Person is a party to a Stockholders’ Agreement (the “Stockholders’ Agreement”), dated November 22, 1995, as amended, among the parties listed on Exhibit A attached hereto. The stockholders who are parties to the Stockholders’ Agreement have agreed to vote in favor of the election of Leonard A. Lauder and Ronald S. Lauder and one designee of each as directors of the Issuer. The Stockholders’ Agreement also contains certain limitations on the transfer of shares of Class A Common Stock. Each stockholder who is a party to the Stockholders’ Agreement has agreed to grant to the other parties a right of first offer to purchase shares of Class A Common Stock of the stockholder in the event the stockholder intends to sell to a person (or group of persons) who is not a Lauder Family Member, as defined therein, except in certain circumstances, such as sales in a widely distributed underwritten public offering or sales made in compliance with Rule 144.

Page 4 of 8 Pages

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

Not Applicable.

Page 5 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 4, 2008

/s/ Joel S. Ehrenkranz

Joel S. Ehrenkranz

Page 6 of 8 Pages

EXHIBIT INDEX

Exhibit A

—

List of Parties to the Stockholders’ Agreement

Page 7 of 8 Pages

EXHIBIT A

List of Parties to the Stockholders’ Agreement

Leonard A. Lauder, (a) individually and (b) as Trustee of The Estée Lauder 2002 Trust

Ronald S. Lauder, (a) individually, (b) as Trustee of The Descendents of Ronald S. Lauder 1966 Trust and (c) as Trustee of The Estée Lauder 2002 Trust

William P. Lauder, (a) individually, (b) as Trustee of the 1992 GRAT Remainder Trust f/b/o William Lauder and (c) as Trustee of the 1992 GRAT Remainder Trust f/b/o Gary Lauder

Gary M. Lauder, (a) individually, (b) as Trustee of the 1992 GRAT Remainder Trust f/b/o William Lauder, (c) as Trustee of the 1992 GRAT Remainder Trust f/b/o Gary Lauder, (d) as custodian under the New York Uniform Transfers to Minors Act for the benefit of Danielle Lauder, (e) as custodian under the New York Uniform Transfers to Minors Act for the benefit of Rachel Lauder and (f) as Trustee of the Gary M. Lauder Revocable Trust u/a/d as of August 10, 2000, Gary M. Lauder, Settlor

LAL Family Partners L.P.

Joel S. Ehrenkranz, (a) as Trustee of the 1992 GRAT Remainder Trust f/b/o William Lauder and (b) as Trustee of the 1992 GRAT Remainder Trust f/b/o Gary Lauder

Richard D. Parsons, (a) as Trustee of the Trust f/b/o Aerin Lauder and Jane Lauder u/a/d December 15, 1976, created by Estée Lauder and Joseph H. Lauder, as Grantors, (b) as Trustee of the Trust f/b/o Aerin Lauder and Jane Lauder u/a/d December 15, 1976, created by Ronald S. Lauder, as Grantor, (c) as Trustee of the Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin Lauder Zinterhofer, as Grantor, (d) as Trustee of the Aerin Lauder Zinterhofer 2004 GRAT and (e) as Trustee of the Jane A. Lauder 2003 Revocable Trust u/a/d November 6, 2003, Jane A. Lauder, as Grantor.

Ira T. Wender, as Trustee of The Estée Lauder 2002 Trust

The Estée Lauder Companies Inc.

The Ronald S. Lauder Foundation

The Rockefeller Trust Company (Delaware) as Trustee of the Aerin Lauder Zinterhofer 2004 GRAT

Page 8 of 8 Pages