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):
                                February 7, 2005

                         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

              (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 1.01  Entry into a Material Definitive Agreement.

           On February 7, 2005, in recognition of changes in responsibilities
for Daniel J. Brestle, Chief Operating Officer, Patrick Bousquet-Chavanne, Group
President, and Philip Shearer, Group President, that became effective January 1,
2005, the Compensation Committee of the Board of Directors of The Estee Lauder
Corporation (the "Company") granted additional target bonus opportunities to
each of the foregoing executive officers under the Executive Annual Incentive
Plan. These opportunities are based on the Company's net sales and earnings per
share performance for the period from January 1, 2005 (i.e., the effective date
of the changes in responsibilities) through June 30, 2005. In order to maintain
the level of target payout in the aggregate for all bonus opportunities for each
of these executive officers, the target payouts in respect of his particular
opportunities based on the business units he was responsible for at the
beginning of the fiscal year have been reduced. Such business unit opportunities
were based on net sales, operating margin, operating expense improvement,
inventory, and planning accuracy. Accordingly, the aggregate bonus opportunities
for each of these executive officers for fiscal year ending June 30, 2005 shall
continue to have a target payout of $1,750,000.


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: February 10, 2005                 By: /s/ Andrew J. Cavanaugh
                                            Andrew J. Cavanaugh
                                            Senior Vice President -
                                            Global Human Resources