FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Lauder, Gary M.

2. Issuer Name and Ticker or Trading Symbol
The Estee Lauder Companies Inc.

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                   X 10% Owner
    Officer (give title below)          Other (specify below)

(Last)      (First)     (Middle)

ICTV Inc.
14600 Winchester Blvd.

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

(Street)

Los Gatos, CA 95030

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

12/23/02

G⁽¹⁾

V

113,000

D

70,375

D

Class A Common Stock

2,355,782

I

By GRAT ⁽²⁾

Class A Common Stock

833,454

I

By The GML Revocable Trust ⁽³⁾

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Explanation of Responses:

(1) On December 23, 2002, Gary M. Lauder made a gift of 113,000 shares of Class A Common stock to a charity. These shares were owned directly.
(2) The Reporting Person is Trustee of the 1992 Leonard A. Lauder Grantor Retained Annuity Trust (the "GRAT"). The Reporting Person disclaims beneficial ownership to the extent he does not have a pecuniary interest in such securities.
(3) The full name of the Trust is: The Gary M. Lauder Revocable Trust u/a/d August 10, 2000, Gary M. Lauder, Settlor. The Reporting Person disclaims beneficial ownership to the extent he does not have a pecuniary interest in such securities.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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