SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004
                             ----------------------

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported):
                                October 27, 2006


                         The Estee Lauder Companies Inc.
             (Exact name of registrant as specified in its charter)


         Delaware                                         11-2408943
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


767 Fifth Avenue, New York, New York                        10153
(Address of principal executive offices)                  (Zip Code)

                         Commission File Number: 1-14064

                                  212-572-4200
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)



     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))







Item 3.02 Unregistered Sales of Equity Securities

            On October 27, 2006, The Estee Lauder Companies Inc. (the "Company")
issued 1,896,154 shares of Class A Common Stock, par value $.01 per share, of
the Company to Lauder & Sons L.P. ("L&S") upon the conversion by L&S of an equal
number of shares of Class B Common Stock, par value $.01 per share, of the
Company.

            Shares of Class B Common Stock may be converted immediately into
Class A Common Stock on a one-for-one basis by the holder and are automatically
converted into Class A Common Stock on a one-for-one basis upon transfer to a
person or entity that is not a "Permitted Transferee" or soon after a record
date for a meeting of stockholders where the outstanding Class B Common Stock
constitutes less than 10% of the outstanding shares of Common Stock of the
Company. There is no cash or other consideration paid by the holder converting
the shares of Class B Common Stock and, accordingly, there is no cash or other
consideration received by the Company. The shares of Class A Common Stock issued
by the Company are exempt from registration under the Securities Act of 1933, as
amended, pursuant to Section 3(a)(9) thereof.













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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.


                                        THE ESTEE LAUDER COMPANIES INC.



Date:  October 27, 2006                 By:  /s/ Sara E. Moss
                                             ----------------------------------
                                             Sara E. Moss
                                             Executive Vice President, General
                                             Counsel and Secretary











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