SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ESL INVESTMENTS INC (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Sears Holdings CORP [ SHLD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/29/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	04/29/2005		J(1)		201,413	A	(1)	47,657,038	D(2)
Common Stock, par value $0.01 per share	04/29/2005		J(1)		63,059	A	(1)	16,819,887	D(3)
Common Stock, par value $0.01 per share	04/29/2005		J(1)		264,472	A	(1)	64,476,925	I(4)(12)(13)	see footnote(4)
Common Stock, par value $0.01 per share	04/29/2005		J(1)		264,472	A	(1)	64,815,911	I(5)(12)(13)	see footnote(5)
Common Stock, par value $0.01 per share	04/29/2005		J(1)		264,472	A	(1)	64,831,910	I(6)(12)(13)	see footnote(6)
Common Stock, par value $0.01 per share								747	D(7)
Common Stock, par value $0.01 per share								15,999	D(8)
Common Stock, par value $0.01 per share								338,239	D(9)
Common Stock, par value $0.01 per share								338,239	I(10)(12)(13)	see footnote(10)
Common Stock, par value $0.01 per share								0	D(11)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* ESL INVESTMENTS INC (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ESL PARTNERS LP (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ESL INSTITUTIONAL PARTNERS LP (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ESL INVESTORS LLC (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RBS INVESTMENT MANAGEMENT LLC (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RBS PARTNERS L P /CT (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ESL INVESTMENT MANAGEMENT LLC (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CRK PARTNERS LLC (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CRK PARTNERS II LP (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LAMPERT EDWARD S (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares of Common Stock, par value $0.01 per share of Sears Holdings Corporation ("Common Stock") were distributed by Kmart Holding Corporation on account of previously reported trade vendor/lease rejection claims (and participations in such claims) held by ESL Partners, L.P., a Delaware limited partnership ("Partners") and ESL Investors, L.L.C., a Delaware limited liability company ("Investors"). Pursuant to Kmart Corporation's Plan of Reorganization, an affiliate of the Reporting Persons has in the past received shares of Common Stock of Kmart Holding Corporation (the predecessor to Sears Holdings Corporation ("Holdings")) which acquisitions have been reported on Forms 3 and 4 previously filed by the Reporting Persons and certain of the Reporting Persons may receive in the future shares of Common Stock on account of these same trade vendor/lease rejection claims as all trade vendor/lease rejection claims held by all persons continue to be reconciled.

2. These securities are owned by Partners.

3. These securities are owned by Investors.

4. These securities may be deemed beneficially owned by RBS Partners, L.P., a Delaware limited partnership ("RBS"). See Notes 12 and 13.

5. These securities may be deemed beneficially owned by ESL Investments, Inc., a Delaware corporation ("ESL"). See Notes 12 and 13.

6. These securities may be deemed beneficially owned by Edward S. Lampert. See Notes 12 and 13.

7. These securities are owned by CRK Partners, LLC, a Delaware limited liability company ("CRK LLC").

8. These securities are owned by ESL Investment Management, LLC, a Delaware limited liability company ("Investment Management").

9. These securities are owned by ESL Institutional Partners, L.P., a Delaware limited partnership ("Institutional").

10. These securities may be deemed beneficially owned by RBS Investment Management, L.L.C., a Delaware limited liability company ("RBSIM"). See Notes 12 and 13.

11. These securities are owned by CRK Partners II, L.P., a Delaware limited partnership ("CRK II").

12. This Form 4 is filed on behalf of a group consisting of ESL, Edward S. Lampert, CRK LLC, CRK II, Investors, Partners, Institutional, Investment Management, RBS and RBSIM. Mr. Lampert is the sole shareholder, chief executive officer and a director of ESL and the managing member of Investment Management and the Chairman and a director of Holdings. ESL is the general partner of RBS, the sole member of CRK LLC and the managing member of RBSIM. RBS is the managing member of Investors and the general partner of Partners. RBSIM is the general partner of Institutional. Pursuant to Rule 16a-1(a)(2), each of ESL, Mr. Lampert, RBS and RBSIM may be deemed to be the beneficial owner of the securities reported herein.

13. The total amount of securities reported as benefically owned by CRK LLC, Investors, Partners, and Institutional is greater than ESL's or Mr. Lampert's indirect pecuniary interest in the securities owned by such persons. The total amount of securities reported as beneficially owned by Investment Management is greater than Mr. Lampert's indirect pecuniary interest in the securities owned by such persons. The total amount of securities reported as beneficially owned by Investors and Partners is greater than RBS's indirect pecuniary interest in the securities owned by such persons. The total amount of securities reported as beneficially owned by Institutional is greater than RBSIM's indirect pecuniary interest in the securities owned by such person. CRK II expressly disclaims beneficial ownership of the securities reported herein.

	/s/ Robert Jackowitz, Treasurer (See signatures of other Reporting Persons as Exhibit 99.1)	05/03/2005
	** Signature of Reporting Person	Date
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