Form 4

FORM 4

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

 OMB APPROVAL

    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

OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden
hours per response. . .0.5

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

1. Name and Address of Reporting Person*

Hockaday, Jr., Irvine O.

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

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

                                                  

(Last)      (First)     (Middle)

2600 Grand Avenue, Suite 450
 

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

 

4. Statement for
Month/Day/Year
October 29, 2002

(Street)

Kansas City, MO 64108

5. If Amendment,
Date of Original
(Month/Day/Year)
October 31, 2002		 7. 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. 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

10/30/2002

 

A(1)

V

2,000

A

$29.32

3,000

D

 
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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number
FORM 4 (continued)

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)

3A. Deemed
Execution
Date,
if any
(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

Stock Units (Share Payout)

1:1

10/30/02

 

A(2)

V

900.05

 

 (3)

 (4)

Class A Common Stock

900.05

$27.78

900.05

D

 

Stock Units (Cash Payout)

1:1

10/29/02

 

A(5)

V

51.62

 

 (6)

 (7)

Class A Common Stock

51.62

$29.06

 

D

 

Stock Units (Cash Payout)

1:1

10/30/02

 

A(8)

V

1,074.35

 

 (9)

 (10)

Class A Common Stock

1,074.35

$29.32

5,030.90

D

 

Option - 10/30/02 Grant

$29.32

10/30/02

 

A(11)

V

5,000

 

 

10/30/12

Class A Common Stock

5,000

$29.32

5,000

D

 

Explanation of Responses:

(1) Granted pursuant to the Issuer's Non-Employee Director Share Incentive Plan.
(2) Granted pursuant to the Issuer's Non-Employee Director Share Incentive Plan. Price per unit is based on the average closing price of the Issuer's Class A Common Stock for the twenty days preceding the date of the grant.
(3) The stock units will be paid out in cash as of the first January 1 after the last date of the Reporting Person's service as a director of the Company.
(4) See note 3.
(5) Reflects grant of stock units in lieu of cash for meeting fees.
(6) See note 3.
(7) See note 3.
(8) Reflects grant of stock units in lieu of cash for meeting fees, quarterly retainer and committee chairman fee.
(9) See note 3.
(10) See note 3.
(11) Granted pursuant to the Issuer's Non-Employee Director Share Incentive Plan.

  By: /s/ Spencer G. Smul
             Attorney-in-Fact
**Signature of Reporting Person		 December 27, 2002
Date

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

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.