UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No.  518439 10 4

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
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

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

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(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization
New York

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
10,506,497

6.

Shared Voting Power 
—

7.

Sole Dispositive Power 
10,506,497

8.

Shared Dispositive Power
—

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
10,506,497** SEE ITEM 4

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
N/A

11.

Percent of Class Represented by Amount in Row (9)
7.4%** SEE ITEM 4

12.

Type of Reporting Person (See Instructions)
OO

Item 1.

(a)

Name of Issuer
The Estée Lauder Companies Inc. (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices
767 Fifth Avenue, New York, New York 10153.

Item 2.

(a) – (c)

This report is being filed by 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, with a business address of c/o Richard D. Parsons, One Time Warner Center, New York, New York 10019 (the “Reporting Person”).  The Reporting Person was organized in the State of New York.

(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.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

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Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not Applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   
At December 31, 2004, the Reporting Person beneficially owned 10,506,497 shares of Class A Common Stock as follows:  3,000,000 shares of Class A Common Stock and 7,506,497 shares of Class B Common Stock, par value $.01 per share, of the Issuer (the “Class B Common Stock”) held directly by the Reporting Person.  At December 31, 2004, 2,000,000 shares of Class A Common Stock were loaned to Ronald S. Lauder pursuant to a demand loan.

(b)

Percent of class:   
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 10,506,497 shares of Class A Common Stock, which would constitute 7.4% of the number of shares of Class A Common Stock outstanding.

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 3,000,000 shares of Class A Common Stock and the 7,506,497 shares of Class B Common Stock beneficially owned by the Reporting Person constitute 7.5% of the aggregate voting power of the Issuer.

(c)

Number of shares as to which the person has:
Richard D. Parsons, as the sole trustee of the Reporting Person, has sole voting and dispositive power with respect to the 3,000,000 shares of Class A Common Stock and the 7,506,497 shares of Class B Common Stock owned by the Reporting Person.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Aerin Lauder and Jane Lauder, as beneficiaries of the Reporting Person, and Richard D. Parsons, as the sole trustee of the Reporting Person, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 3,000,000 shares of Class A Common Stock and the 7,506,497 shares of Class B Common Stock owned by the Reporting Person.

Item 7.

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

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.  Mr. Parsons is the designee of Ronald S. Lauder.  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.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

Not Applicable.

Date:   February 11, 2005

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

By:

/s/ Richard D. Parsons

Richard D. Parsons, trustee