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) :
                                December 19, 2001


                         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)


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

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



ITEM 5.           OTHER EVENTS.

On December 19, 2001, The Estee Lauder Companies Inc. issued a press release
revising its outlook for fiscal 2002 second-quarter results. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.



                                   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:  December 19, 2001                       By:     /s/Richard W. Kunes
                                                      -------------------------
                                                          Richard W. Kunes
                                                         Senior Vice President
                                                     and Chief Financial Officer
                                                      (Principal Financial and
                                                        Accounting Officer)


<PAGE>




                         THE ESTEE LAUDER COMPANIES INC.

                                  EXHIBIT INDEX



Exhibit No.      Description
-----------      -----------

99.1             Press release dated December 19, 2001 of the Estee Lauder
                 Companies Inc.





<PAGE>




                                                                    Exhibit 99.1





The                                                                         News
Estee                                                                   Contact:
Lauder                                                       Investor Relations:
Companies Inc.                                                   Dennis D'Andrea
                                                                  (212) 572-4384

767 Fifth Avenue                                                Media Relations:
New York, NY 10153                                                  Sally Susman
                                                                  (212) 572-4430
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE:

                   ESTEE LAUDER COMPANIES REVISES OUTLOOK FOR
                           FISCAL 2002 SECOND QUARTER

New York, NY, December 19, 2001 - The Estee Lauder Companies Inc. (NYSE:
EL) today announced it is revising its net sales and net earnings
expectations for its fiscal 2002 second quarter. The lower expectations are
primarily due to the significant inventory contraction by U.S. retailers.
Despite erosion of economic conditions and consumer sentiment, at this
point in the quarter, consumer take away of the Company's products has
outpaced sell-in by approximately 5% in the U.S. In addition, the Company's
freestanding retail stores continue to generate strong results. Excluding
the travel retail business, net sales in Europe, the Middle East & Africa
remain solid and continue to grow. Similarly, in the Asia/Pacific region,
excluding Japan, business in most markets is performing exceptionally well.

Fred H. Langhammer, President and Chief Executive Officer, said, "The
substantial inventory de-stocking by our retail customers is having an
impact on our business. While we are encouraged with the positive retail
sell-through, which is an important factor to drive future shipments, it is
clear that U.S. retailers are taking a very conservative stance as they
enter 2002. Overall, our brands continue to reflect the sound fundamentals
of our business, which is supported by the retail take away. With
historically low inventory levels at retail, we are well positioned when
the economy begins to show signs of improvement and the sentiment of
retailers improves. We are focusing on our growth strategies and deploying
resources to execute those strategies as planned."

Net sales for the fiscal 2002 second quarter are now expected to decrease
1% to 2% on a constant currency basis versus last fiscal year's second
quarter, and below previous expectations of sales growth of between 2% and
3%. Given the revised sales expectations, the Company anticipates that
diluted earnings per share for the second quarter will be approximately
$.35 to $.37. Second quarter net sales in constant currency are expected to
be led by high single-digit percentage growth in Asia/Pacific. The Americas
is expected to report a low single-digit sales decline, as is Europe, the
Middle East & Africa as a result of the significant shortfall in the
Company's travel retail business, which is reported in this region.
Excluding the travel retail business, Europe, the Middle East & Africa
continues to show high single-digit growth. On a product category basis, in
constant currency, the Company expects its strongest sales growth from hair
care, off of a smaller base, followed by low single-digit increases in
makeup and skin care, while fragrance sales are expected

<PAGE>

to post a low double-digit sales decline. The effect of exchange rates could
reduce reported sales growth for the fiscal second quarter by approximately
one percentage point.

Due to the economic uncertainty and shifting consumer attitudes and
spending, particularly in the U.S., the Company does not plan to provide
guidance on the full fiscal year until after the Christmas season is
complete and its spring programs are in place.

Forward-looking Statements
--------------------------

The forward-looking statements in this press release, including those
containing words like "will," "expect," "anticipate," "could," "plan," and
"estimate" and those in Mr. Langhammer's remarks involve risks and
uncertainties. Factors that could cause actual results to differ materially
from those forward-looking statements include the following:

     (i) increased competitive activity from companies in the skin care, makeup,
     fragrance and hair care businesses, some of which have greater resources
     than the Company does;

     (ii) the Company's ability to develop, produce and market new products on
     which future operating results may depend;

     (iii) consolidations and restructurings in the retail industry causing a
     decrease in the number of stores that sell the Company's products, an
     increase in the ownership concentration within the retail industry,
     ownership of retailers by the Company's competitors and ownership of
     competitors by the Company's customers that are retailers;

     (iv) shifts in the preferences of consumers as to where and how they shop
     for the types of products and services the Company sells;

     (v) social, political and economic risks to the Company's foreign or
     domestic manufacturing, distribution and retail operations, including
     changes in foreign investment and trade policies and regulations of the
     host countries and of the United States;

     (vi) changes in the laws,regulations and policies, including changes in
     accounting standards and trade rules, and legal or regulatory
     proceedings, that affect, or will affect, the Company in the United
     States and abroad;

     (vii) foreign currency fluctuations affecting the Company's results of
     operations and the value of its foreign assets, the relative prices
     at which the Company sells its products and its foreign competitors
     sell products in the same markets and the Company's operating and
     manufacturing costs outside of the United States;

     (viii) changes in global or local economic conditions that could
     affect consumer purchasing, the financial strength of our customers and the
     cost and availability of capital to the Company, which may be needed for
     new equipment, facilities or acquisitions;

     (ix) shipment delays, depletion of inventory and increased  production
     costs resulting from disruptions of operations at any of the facilities
     which, due to consolidations in the Company's manufacturing  operations,
     now manufacture nearly all of the Company's supply of a particular type of
     product (i.e., focus factories);

     (x) real estate rates and availability, which may affect the Company's
     ability to increase the number of retail locations at which the Company's
     products are sold;

     (xi) changes in product mix to products which are less profitable;

     (xii) the Company's ability to develop e-commerce capabilities,
     and other new information and distribution technologies, on a timely basis
     and within the Company's cost estimates;

     (xiii) the Company's ability to integrate acquired businesses and realize
     value therefrom; and

     (xiv) consequences attributable to the events that took place in New York
     City and Washington, D.C. on September 11, 2001, including further
     attacks, retaliation and the threat of further attacks or retaliation.

The Estee Lauder Companies Inc. is one of the world's leading manufacturers and
marketers of quality skin care, makeup, fragrance and hair care products. The
Company's products are sold in over 120 countries and territories under
well-recognized brand names, including Estee Lauder, Clinique, Aramis,
Prescriptives, Origins, M.A.C, Bobbi Brown, Tommy Hilfiger, La Mer, jane, Donna
Karan, Aveda, Stila, Jo Malone and Bumble and bumble.

An electronic version of this release can be found at the Company's
Website, www.elcompanies.com.

                                      # # #
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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) :
                                December 19, 2001

                         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)

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

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

ITEM 5.           OTHER EVENTS.

On December 19, 2001, The Estee Lauder Companies Inc. issued a press release
revising its outlook for fiscal 2002 second-quarter results. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.

                                   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:  December 19, 2001                       By:     /s/Richard W. Kunes
                                                      -------------------------
                                                          Richard W. Kunes
                                                         Senior Vice President
                                                     and Chief Financial Officer
                                                      (Principal Financial and
                                                        Accounting Officer)
THE ESTEE LAUDER COMPANIES INC.

                                  EXHIBIT INDEX

Exhibit No.      Description
-----------      -----------

99.1             Press release dated December 19, 2001 of the Estee Lauder
                 Companies Inc.
Exhibit 99.1

The                                                                         News
Estee                                                                   Contact:
Lauder                                                       Investor Relations:
Companies Inc.                                                   Dennis D'Andrea
                                                                  (212) 572-4384

767 Fifth Avenue                                                Media Relations:
New York, NY 10153                                                  Sally Susman
                                                                  (212) 572-4430
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE:

                   ESTEE LAUDER COMPANIES REVISES OUTLOOK FOR
                           FISCAL 2002 SECOND QUARTER

New York, NY, December 19, 2001 - The Estee Lauder Companies Inc. (NYSE:
EL) today announced it is revising its net sales and net earnings
expectations for its fiscal 2002 second quarter. The lower expectations are
primarily due to the significant inventory contraction by U.S. retailers.
Despite erosion of economic conditions and consumer sentiment, at this
point in the quarter, consumer take away of the Company's products has
outpaced sell-in by approximately 5% in the U.S. In addition, the Company's
freestanding retail stores continue to generate strong results. Excluding
the travel retail business, net sales in Europe, the Middle East & Africa
remain solid and continue to grow. Similarly, in the Asia/Pacific region,
excluding Japan, business in most markets is performing exceptionally well.

Fred H. Langhammer, President and Chief Executive Officer, said, "The
substantial inventory de-stocking by our retail customers is having an
impact on our business. While we are encouraged with the positive retail
sell-through, which is an important factor to drive future shipments, it is
clear that U.S. retailers are taking a very conservative stance as they
enter 2002. Overall, our brands continue to reflect the sound fundamentals
of our business, which is supported by the retail take away. With
historically low inventory levels at retail, we are well positioned when
the economy begins to show signs of improvement and the sentiment of
retailers improves. We are focusing on our growth strategies and deploying
resources to execute those strategies as planned."

Net sales for the fiscal 2002 second quarter are now expected to decrease
1% to 2% on a constant currency basis versus last fiscal year's second
quarter, and below previous expectations of sales growth of between 2% and
3%. Given the revised sales expectations, the Company anticipates that
diluted earnings per share for the second quarter will be approximately
$.35 to $.37. Second quarter net sales in constant currency are expected to
be led by high single-digit percentage growth in Asia/Pacific. The Americas
is expected to report a low single-digit sales decline, as is Europe, the
Middle East & Africa as a result of the significant shortfall in the
Company's travel retail business, which is reported in this region.
Excluding the travel retail business, Europe, the Middle East & Africa
continues to show high single-digit growth. On a product category basis, in
constant currency, the Company expects its strongest sales growth from hair
care, off of a smaller base, followed by low single-digit increases in
makeup and skin care, while fragrance sales are expected
to post a low double-digit sales decline. The effect of exchange rates could
reduce reported sales growth for the fiscal second quarter by approximately
one percentage point.

Due to the economic uncertainty and shifting consumer attitudes and
spending, particularly in the U.S., the Company does not plan to provide
guidance on the full fiscal year until after the Christmas season is
complete and its spring programs are in place.

Forward-looking Statements
--------------------------

The forward-looking statements in this press release, including those
containing words like "will," "expect," "anticipate," "could," "plan," and
"estimate" and those in Mr. Langhammer's remarks involve risks and
uncertainties. Factors that could cause actual results to differ materially
from those forward-looking statements include the following:

     (i) increased competitive activity from companies in the skin care, makeup,
     fragrance and hair care businesses, some of which have greater resources
     than the Company does;

     (ii) the Company's ability to develop, produce and market new products on
     which future operating results may depend;

     (iii) consolidations and restructurings in the retail industry causing a
     decrease in the number of stores that sell the Company's products, an
     increase in the ownership concentration within the retail industry,
     ownership of retailers by the Company's competitors and ownership of
     competitors by the Company's customers that are retailers;

     (iv) shifts in the preferences of consumers as to where and how they shop
     for the types of products and services the Company sells;

     (v) social, political and economic risks to the Company's foreign or
     domestic manufacturing, distribution and retail operations, including
     changes in foreign investment and trade policies and regulations of the
     host countries and of the United States;

     (vi) changes in the laws,regulations and policies, including changes in
     accounting standards and trade rules, and legal or regulatory
     proceedings, that affect, or will affect, the Company in the United
     States and abroad;

     (vii) foreign currency fluctuations affecting the Company's results of
     operations and the value of its foreign assets, the relative prices
     at which the Company sells its products and its foreign competitors
     sell products in the same markets and the Company's operating and
     manufacturing costs outside of the United States;

     (viii) changes in global or local economic conditions that could
     affect consumer purchasing, the financial strength of our customers and the
     cost and availability of capital to the Company, which may be needed for
     new equipment, facilities or acquisitions;

     (ix) shipment delays, depletion of inventory and increased  production
     costs resulting from disruptions of operations at any of the facilities
     which, due to consolidations in the Company's manufacturing  operations,
     now manufacture nearly all of the Company's supply of a particular type of
     product (i.e., focus factories);

     (x) real estate rates and availability, which may affect the Company's
     ability to increase the number of retail locations at which the Company's
     products are sold;

     (xi) changes in product mix to products which are less profitable;

     (xii) the Company's ability to develop e-commerce capabilities,
     and other new information and distribution technologies, on a timely basis
     and within the Company's cost estimates;

     (xiii) the Company's ability to integrate acquired businesses and realize
     value therefrom; and

     (xiv) consequences attributable to the events that took place in New York
     City and Washington, D.C. on September 11, 2001, including further
     attacks, retaliation and the threat of further attacks or retaliation.

The Estee Lauder Companies Inc. is one of the world's leading manufacturers and
marketers of quality skin care, makeup, fragrance and hair care products. The
Company's products are sold in over 120 countries and territories under
well-recognized brand names, including Estee Lauder, Clinique, Aramis,
Prescriptives, Origins, M.A.C, Bobbi Brown, Tommy Hilfiger, La Mer, jane, Donna
Karan, Aveda, Stila, Jo Malone and Bumble and bumble.

An electronic version of this release can be found at the Company's
Website, www.elcompanies.com.

                                      # # #