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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                  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. 4)*

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                         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, 2001
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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)

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*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 8 Pages
                         Exhibit Index Appears on Page 7

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CUSIP No.                       518439 10 4                             13G                         Page 2 of 8
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------------------------- ---------------------------------------------------------------------------------------------------------
           1              NAME OF REPORTING PERSONS:                  Ira T. Wender


                          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
                          (ENTITIES ONLY):
------------------------- ---------------------------------------------------------------------------------------------------------
           2              CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*
                                                                                                                       (a) [_]
                                                                                                                       (b) [x]
------------------------- ---------------------------------------------------------------------------------------------------------
           3              SEC USE ONLY

------------------------- ---------------------------------------------------------------------------------------------------------
           4              CITIZENSHIP OR PLACE OF ORGANIZATION:       United States of America

------------------------------- ----- ---------------------------------------------------------------------------------------------
          NUMBER OF              5    SOLE VOTING POWER:                         650,180
            SHARES
                                ----- ---------------------------------------------------------------------------------------------
         BENEFICIALLY            6    SHARED VOTING POWER:                          --
           OWNED BY
                                ----- ---------------------------------------------------------------------------------------------
             EACH                7    SOLE DISPOSITIVE POWER:                    650,180
           REPORTING
                                ----- ---------------------------------------------------------------------------------------------
         PERSON WITH             8    SHARED DISPOSITIVE POWER:                 20,750,341

------------------------- ---------------------------------------------------------------------------------------------------------
           9              AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH           21,400,521
                          REPORTING PERSON:

------------------------- ---------------------------------------------------------------------------------------------------------
           10             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:*
                          ** SEE ITEM 4                                                                                  [x]
------------------------- ---------------------------------------------------------------------------------------------------------
           11             PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):                                     14.7%

------------------------- ---------------------------------------------------------------------------------------------------------
           12             TYPE OF REPORTING PERSON:                   IN
------------------------- ---------------------------------------------------------------------------------------------------------


*  SEE INSTRUCTIONS BEFORE FILLING OUT!



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 Ira T. Wender
                                    with a business address of 1133 Avenue of
                                    the Americas, New York, New York 10036 (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

                  (a)               As of December 31, 2001, the Reporting
                                    Person beneficially owned 21,400,521 shares
                                    of Class A Common Stock as follows: (i)
                                    4,698,951 shares of Class A Common Stock and
                                    12,189,852 shares of Class B Common Stock
                                    held indirectly as a co-trustee of The Estee
                                    Lauder 1994 Trust; (ii) 15,384 shares of
                                    Class A Common Stock and 3,846,154 shares of
                                    Class B Common Stock held indirectly as a
                                    co-trustee of The 1995 Estee Lauder LAL
                                    Trust and as a co-trustee of The 1995 Estee
                                    Lauder RSL Trust, each of which trusts are
                                    general partners of Lauder & Sons L.P.,
                                    which owns the shares; (iii) 650,180 shares
                                    of Class A Common Stock held indirectly as
                                    sole trustee of The RSL 4201 Trust; and (iv)
                                    3,000 shares of Class A Common Stock owned
                                    by his wife. The Reporting Person disclaims
                                    beneficial ownership of all such shares. The
                                    5,400,000 shares of Class A Common Stock
                                    held indirectly as sole trustee of The RSL
                                    4201 Trust and the 3,000 shares of Class A
                                    Common Stock owned by his wife are not
                                    subject to the Stockholders' Agreement (as
                                    defined below).

                                    In February 1999, The Estee Lauder 1994
                                    Trust entered into a forward purchase
                                    agreement (the "TRACES II Contract") with
                                    the Estee Lauder Automatic Common Exchange
                                    Security Trust II, a trust not affiliated
                                    with the Reporting Person, The Estee Lauder
                                    1994 Trust or the Issuer (the "TRACES II
                                    Trust"), relating to the disposition by The
                                    Estee Lauder 1994 Trust to the TRACES II
                                    Trust of not fewer than 3,380,201 nor more
                                    than 3,988,438 shares of Class A Common
                                    Stock held by The Estee Lauder 1994 Trust on
                                    February 23, 2002 (subject to extension and
                                    subsequent acceleration) (the "Exchange
                                    Date"). In January 2002, the Exchange Date
                                    was extended to May 23, 2002 (subject to
                                    acceleration). Subject to the right of The
                                    Estee Lauder 1994 Trust described in the
                                    next sentence, the precise number of shares
                                    to be delivered by The Estee Lauder 1994
                                    Trust will be determined in accordance with
                                    the TRACES II Contract as of the Exchange
                                    Date. The Estee Lauder 1994 Trust has the
                                    right to elect to pay cash upon settlement
                                    of the TRACES II Contract in lieu of
                                    delivering shares. Until there is delivery
                                    of the shares to the TRACES II Trust, all


                               Page 3 of 8 Pages


                                    3,988,438 shares of Class A Common Stock
                                    continue to be included in the total for The
                                    Estee Lauder 1994 Trust.

                  (b)               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 221,400,521 shares of Class
                                    A Common Stock, which would constitute 14.7%
                                    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 650,180 shares of Class A Common Stock
                                    for which the Reporting Person has voting
                                    power would constitute 0.1% of the aggregate
                                    voting power of the Issuer.

                  (c)               The Reporting Person shares dispositive
                                    power with Leonard A. Lauder and Ronald S.
                                    Lauder, as co-trustees of The Estee Lauder
                                    1994 Trust, with respect to the 4,698,591
                                    shares of Class A Common Stock and the
                                    12,189,852 shares of Class B Common Stock
                                    owned by The Estee Lauder 1994 Trust. The
                                    Reporting Person shares 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 Lauder & Sons
                                    L.P. as follows: (i) the Reporting Person
                                    shares dispositive power with Leonard A.
                                    Lauder, as an individual general partner of
                                    Lauder & Sons L.P. and as a co-trustee of
                                    The 1995 Estee Lauder LAL Trust, which is a
                                    general partner of Lauder & Sons L.P.; (ii)
                                    the Reporting Person shares dispositive
                                    power with Ronald S. Lauder, as an
                                    individual general partner of Lauder & Sons
                                    L.P. and as a co-trustee of The 1995 Estee
                                    Lauder RSL Trust, which is a general partner
                                    of Lauder & Sons L.P.; (iii) the Reporting
                                    Person shares dispositive power with Richard
                                    D. Parsons, as a co-trustee of The 1995
                                    Estee Lauder RSL Trust, which is a general
                                    partner of Lauder & Sons L.P.; and (iv) the
                                    Reporting Person shares dispositive power
                                    with Joel S. Ehrenkranz, as a co-trustee of
                                    the 1995 Estee Lauder LAL Trust, which is a
                                    general partner of Lauder & Sons L.P. The
                                    Reporting Person as sole trustee of The RSL
                                    4201 Trust has sole dispositive power with
                                    respect to 650,180 shares of Class A Common
                                    Stock owned by The RSL 4201 Trust.

Item 5. Ownership of Five Percent or Less of a Class

                  Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

                  Leonard A. Lauder and Ronald S. Lauder, as co-trustees and
                  beneficiaries of The Estee Lauder 1994 Trust, have the right
                  to receive or the power to direct the receipt of dividends
                  from, or the proceeds from the sale of the 4,698,951 shares of
                  Class A Common Stock and the 12,189,852 shares of Class B
                  Common Stock owned by The Estee Lauder 1994 Trust. 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 Lauder &


                               Page 4 of 8 Pages

                  Sons L.P.: (i) Leonard A. Lauder, as an individual general
                  partner of Lauder & Sons L.P. and as a co-trustee and
                  beneficiary of The 1995 Estee Lauder LAL Trust, which is a
                  general partner of Lauder & Sons L.P.; (ii) Ronald S. Lauder,
                  as an individual general partner of Lauder & Sons L.P. and as
                  a co-trustee and beneficiary of The 1995 Estee Lauder RSL
                  Trust, which is a general partner of Lauder & Sons L.P.; (iii)
                  Richard D. Parsons, as a co-trustee of The 1995 Estee Lauder
                  RSL Trust, which is a general partner of Lauder & Sons L.P.;
                  and (iv) Joel S. Ehrenkranz, as a co-trustee of The 1995 Estee
                  Lauder LAL Trust, which is a general partner of Lauder & Sons
                  L.P. The beneficiaries of the RSL 4201 Trust have the right to
                  receive or the power to direct the receipt of dividends from,
                  or the proceeds from the sale of the 650,180 shares of Class A
                  Common Stock owned by the RSL 4201 Trust.

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

                  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.

                  The shares owned by The RSL 4201 Trust and Mrs. Wender are not
                  subject to the Stockholders' Agreement.

Item 9. Notice of Dissolution of Group

                  Not Applicable.

Item 10. Certification

                  Not Applicable.

                               Page 5 of 8 Pages


                                    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 6, 2002                             /s/  Ira T. Wender
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                               Page 6 of 8 Pages


                                  EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement

















                               Page 7 of 8 Pages