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 * Freda Fabrizio   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 _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) THE ESTEE LAUDER COMPANIES INC., 767 FIFTH AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 08/19/2014 (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 08/19/2014   M(1)   320,000 (1) A $ 0 357,549 D   Class A Common Stock 08/19/2014   F(2)   176,750 D $ 76.42 180,799 D

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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

Market Share Unit

(1)

08/19/2014

M

320,000

(1)

06/30/2014

Class A Common Stock

320,000

(3)

320,000 (1)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Freda Fabrizio THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK, NY 10153	X		President and CEO

Signatures

Fabrizio Freda, by Maureen Sladek, attorney-in-fact		08/21/2014
**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)	The Market Share Unit (the "MSU") was granted to the Reporting Person on February 9, 2011 with a maximum payout of 320,000 shares of Class A Common Stock based upon performance of the Issuer's Class A Common Stock on the New York Stock Exchange during the 20 trading days ending June 30, 2014. Because the average closing stock price per share of the Class A Common Stock during that period (the "Average Price") exceeded $75.00 per share, the Reporting Person received 320,000 shares of Class A Common Stock. This MSU was previously reported as covering a maximum payout of 160,000 shares of Class A Common Stock if the Average Price met or exceeded $150.00, but the maximum shares and Average Price have been adjusted to reflect the two-for-one stock split that occurred on January 20, 2012.
(2)	Represents the withholding of shares for tax purposes in connection with the payout of the MSU.
(3)	Not applicable.

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