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)
Lauder & Sons L.P.

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
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,861,538

6.

Shared Voting Power 
—

7.

Sole Dispositive Power
3,861,538

8.

Shared Dispositive Power  
—

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,861,538

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)
2.8%
** SEE ITEM 4

12.

Type of Reporting Person (See Instructions)
PN

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 Lauder & Sons L.P. with a business address of 767 Fifth Avenue, New York, New York 10153 (the “Reporting Person”).  The Reporting Person is a Delaware limited partnership.

(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:   
As of December 31, 2004, the Reporting Person beneficially owned 3,861,538 shares of Class A Common Stock as follows:  15,384 shares of Class A Common Stock and 3,846,154 shares of Class B Common Stock, par value $.01 per share, of the Issuer (the “Class B Common Stock”).

(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 3,861,538 shares of Class A Common Stock, which would constitute 2.8% 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 15,384 shares of Class A Common Stock and the 3,846,154 shares of Class B Common Stock beneficially owned by the Reporting Person constitute 3.7% of the aggregate voting power of the Issuer.

(c)

Number of shares as to which the person has:
The following persons share voting power with respect to the 15,384 shares of Class A Common Stock and the 3,846,154 shares of Class B Common Stock owned by the Reporting Person:  (i) Leonard A. Lauder, as an individual general partner of the Reporting Person and as a co-trustee of The 1995 Estée Lauder LAL Trust, which is a general partner of the Reporting Person and (ii) Ronald S. Lauder, as an individual general partner of the Reporting Person and as a co-trustee of The 1995 Estée Lauder RSL Trust, which is a general partner of the Reporting Person.  The following persons share dispositive power with respect to the 15,384 shares of Class A Common Stock and the 3,846,154 shares of Class B Common Stock owned by the Reporting Person:  (i) Leonard A. Lauder, as an individual general partner of the Reporting Person and as a co-trustee of The 1995 Estée Lauder LAL Trust, which is a general partner of the Reporting Person; (ii) Ronald S. Lauder, as an individual general partner of the Reporting Person and as a co-trustee of The 1995 Estée Lauder RSL Trust, which is a general partner of the Reporting Person; (iii) Richard D. Parsons and Ira T. Wender, as co-trustees of The 1995 Estée Lauder RSL Trust, which is a general partner of the Reporting Person; and (iv) Joel S. Ehrenkranz and Ira T. Wender, as co-trustees of The 1995 Estée Lauder LAL Trust, which is a general partner of the Reporting Person.

(i)

Sole power to vote or to direct the vote   

(ii)

Shared power to vote or to direct the vote    

(iii)

Sole power to dispose or to direct the disposition of   

(iv)

Shared power to dispose or to direct the disposition of   

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   ý.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

The following persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 15,384 shares of Class A Common Stock and the 3,846,154 shares of Class B Common Stock owned by the Reporting Person:  (i) Leonard A. Lauder, as an individual general partner of the Reporting Person and as a beneficiary of The 1995 Estée Lauder LAL Trust, which is a general partner of the Reporting Person; (ii) Ronald S. Lauder, as an individual general partner of the Reporting Person and as a beneficiary of The RSL Article VII 2002 Trust, which is a general partner of the Reporting Person; (iii) Northern Trust Company, Fred Langhammer and Kenneth Duberstein, as co-trustees of The RSL Article VII 2002 Trust, which is a general partner of the Reporting Person; and (iv) Northern Trust Company, Edward Elson and George Schiele, as co-trustees of The 1995 Estée Lauder LAL Trust, which is a general partner of 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.  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

Lauder & Sons L.P.

/s/ Leonard A. Lauder

Leonard A. Lauder, General Partner

Exhibit A

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List of Parties to the Stockholders’ Agreement