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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13D-1(B), (C) AND (D) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(B)
(AMENDMENT NO. 2)*
THE ESTEE LAUDER COMPANIES INC.
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(NAME OF ISSUER)
CLASS A COMMON STOCK, 518439 10 4
PAR VALUE $.01 PER SHARE
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(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER)
DECEMBER 31, 1998
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE
IS FILED:
[ ] RULE 13D-1(B)
[ ] RULE 13D-1(C)
[X] RULE 13D-1(D)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page. The information required in the
remainder of this cover page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
Continued on Following Pages
Page 1 of 5 Pages
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NYFS11...:\90\44090\0009\2579\SCH1088W.48C
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<TABLE>
<CAPTION>
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CUSIP No. 518439 10 4 13G Page 2 of 5
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<S> <C> <C>
1 NAME OF REPORTING PERSONS: CAROL S. BOULANGER
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*
(A) [_]
(B) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF UNITED STATES OF AMERICA
ORGANIZATION:
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NUMBER OF 5 SOLE VOTING POWER: 2,000
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 0
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 2,000
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON:
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:* N/A
[-]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): LESS THAN 0.1%
** SEE ITEM 4
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12 TYPE OF REPORTING PERSON: IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. IDENTITY OF ISSUER
(a) The name of the issuer is The Estee Lauder Companies Inc.
(the "Issuer").
(b) The address of the Issuer's principal executive office is
767 Fifth Avenue, New York, New York 10153.
ITEM 2. IDENTITY OF PERSON FILING
(a) - (c) This report is being filed by Carol S. Boulanger with a
business address of One Battery Park Plaza, New York, New
York 10004-1490 (the "Reporting Person"). The Reporting
Person is a citizen of the United States of America.
(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.
Not Applicable.
ITEM 4. OWNERSHIP
As of December 31, 1998, Carol S. Boulanger and Joel
Ehrenkranz resigned as co-trustees of the Trust f/b/o Gary
M. Lauder and William P. Lauder u/a/d/ December 15, 1976,
created by Leonard A. Lauder, as Grantor (the "WPL/GML
Trust"). In connection with the appointment of successor
trustees as of January 1, 1999, the WPL/GML Trust was
separated for reporting purposes into Separate Share Trusts,
one for the benefit of William P. Lauder and the other for
the benefit of Gary M. Lauder. Anthony E. Malkin, as
successor trustee for the Separate Share Trust f/b/o William
P. Lauder u/a/d December 15, 1976, created by Leonard A.
Lauder, as Grantor (the "WPL Separate Share Trust"), as well
as the WPL Separate Share Trust, filed Statements on
Schedule 13D with the Securities and Exchange Commission on
January 11, 1999. Mr. Malkin and the WPL Separate Share
Trust reported beneficial ownership in respect of 578,852
shares of Class A Common Stock and 571,727 shares of the
Issuer's Class B Common Stock, par value of $.01 per share
(the "Class B Common Stock"), which represented one-half of
the number of shares formerly reported by the WPL/GML Trust
and the Reporting Person in her capacity as trustee of the
WPL/GML Trust. Daniel J. Aaron, as successor trustee for the
Separate Share Trust f/b/o Gary M. Lauder u/a/d December 15,
1976, created by Leonard A. Lauder, as Grantor (the "GML
Separate Share Trust"), as well as the GML Separate Share
Trust, filed Statements on Schedule 13D with the Securities
and Exchange Commission on January 8, 1999. Mr. Aaron and
the GML Separate Share Trust reported beneficial ownership
in respect of 578,852 shares of Class A Common Stock and
571,727 shares of Class B Common Stock, which represented
the other half of the number of shares formerly reported by
the WPL/GML Trust and the Reporting Person in her capacity
as trustee of the WPL/GML Trust.
Page 3 of 5 Pages
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(a) As of the end of the day on December 31, 1998, the Reporting
Person beneficially owned 2,000 shares of Class A Common
Stock directly.
(b) The 2,000 shares of Class A Common Stock held directly by
the Reporting Person constitutes less than 0.1% of the
outstanding shares of Class A Common Stock .
(c) The Reporting Person has sole voting and dispositive power
with respect to the 2,000 shares of Class A Common Stock
held directly 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 Issuer's Class A Common Stock, check the
following [x].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
Not Applicable.
Page 4 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 11, 1999
/s/ Carol S. Boulanger
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Carol S. Boulanger
Page 5 of 5 Pages
