-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000888002-09-000527.txt : 20090213
<SEC-HEADER>0000888002-09-000527.hdr.sgml : 20090213
<ACCEPTANCE-DATETIME>20090213072050
ACCESSION NUMBER:		0000888002-09-000527
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20090213
DATE AS OF CHANGE:		20090213
GROUP MEMBERS:		ALLIANCEBERNSTEIN L.P.
GROUP MEMBERS:		AXA
GROUP MEMBERS:		AXA ASSURANCES I.A.R.D. MUTUELLE
GROUP MEMBERS:		AXA ASSURANCES VIE MUTUELLE
GROUP MEMBERS:		AXA-EQUITABLE LIFE INSURANCE COMPANY

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Sara Lee Corp
		CENTRAL INDEX KEY:			0000023666
		STANDARD INDUSTRIAL CLASSIFICATION:	FOOD & KINDRED PRODUCTS [2000]
		IRS NUMBER:				362089049
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-30181
		FILM NUMBER:		09597951

	BUSINESS ADDRESS:	
		STREET 1:		3500 LACEY ROAD
		CITY:			DOWNERS GROVE
		STATE:			IL
		ZIP:			60515
		BUSINESS PHONE:		6305986000

	MAIL ADDRESS:	
		STREET 1:		3500 LACEY ROAD
		CITY:			DOWNERS GROVE
		STATE:			IL
		ZIP:			60515

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LEE SARA CORP
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CONSOLIDATED FOODS CORP
		DATE OF NAME CHANGE:	19850402

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CONSOLIDATED GROCERD CORP
		DATE OF NAME CHANGE:	19731220

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AXA FINANCIAL INC
		CENTRAL INDEX KEY:			0000888002
		STANDARD INDUSTRIAL CLASSIFICATION:	LIFE INSURANCE [6311]
		IRS NUMBER:				133623351
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		1290 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10104
		BUSINESS PHONE:		2125541234

	MAIL ADDRESS:	
		STREET 1:		1290 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10104

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	EQUITABLE COMPANIES INC
		DATE OF NAME CHANGE:	19950721
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>sle1231_g.txt
<TEXT>

                                                           Page 1 of 11 Pages

                                   UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   SCHEDULE 13G

                     Under the Securities exchange Act of 1934

                             (AMENDMENT NO.2)*

                              SARA LEE CORP
             -----------------------------------------------------
                              (NAME OF ISSUER)

                                  COM
             -----------------------------------------------------
                       (TITLE OF CLASS OF SECURITIES)

                                 803111103
             -----------------------------------------------------
                              (CUSIP NUMBER)

                           December 31, 2008
             -----------------------------------------------------
            (Date of event which requires filing of this Statement)


  NOTE: A MAJORITY OF THE SHARES REPORTED IN THIS SCHEDULE 13G ARE HELD BY
  UNAFFILIATED THIRD-PARTY CLIENT ACCOUNTS MANAGED BY ALLIANCEBERNSTEIN L.P.,
  AS INVESTMENT ADVISER. (ALLIANCEBERNSTEIN L.P. IS A MAJORITY-OWNED SUBSIDIARY
   OF AXA FINANCIAL, INC.)

    Check the appropriate box to designate the rule pursuant to which
    this Schedule is filed:

      X  Rule 13d-1(b)
         Rule 13d-1(c)
         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 ('Act') 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 PAGE(S))





<PAGE
    CUSIP NO. 803111103           13G                        Page 2 of 11 Pages


  1. NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        AXA Assurances I.A.R.D. Mutuelle

  2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *         (A) [X]
                                                                (B) [ ]

  3. SEC USE ONLY


  4. CITIZENSHIP OR PLACE OF ORGANIZATION
        France


          NUMBER OF         5.   SOLE VOTING POWER            14,179,773
            SHARES
         BENEFICIALLY       6.   SHARED VOTING POWER          0
         December 31,
            BY EACH         7.   SOLE DISPOSITIVE POWER       21,917,374
           REPORTING
         PERSON WITH:       8.   SHARED DISPOSITIVE POWER     0

  9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH              21,917,374
     REPORTING PERSON
     (Not to be construed as an admission of beneficial ownership)

 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES *                                                    | |


 11. PERCENT OF CLASS REPRESENTED BY                          3.1%

 12. TYPE OF REPORTING PERSON *
       IC
                    * SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE

CUSIP NO. 803111103                13G                     Page 3 of 11 Pages

  1. NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        AXA Assurances Vie Mutuelle

  2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *         (A) [X]
                                                                (B) [ ]

  3. SEC USE ONLY

  4. CITIZENSHIP OR PLACE OF ORGANIZATION
        France

          NUMBER OF         5.   SOLE VOTING POWER            14,179,773
            SHARES
         BENEFICIALLY       6.   SHARED VOTING POWER          0
         December 31,
            BY EACH         7.   SOLE DISPOSITIVE POWER       21,917,374
           REPORTING
         PERSON WITH:       8.   SHARED DISPOSITIVE POWER     0


  9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH              21,917,374
     REPORTING PERSON
     (Not to be construed as an admission of beneficial ownership)

 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES *                                                    | |


 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9          3.1%

 12. TYPE OF REPORTING PERSON *
       IC
                    * SEE INSTRUCTIONS BEFORE FILLING OUT!



 <PAGE

 CUSIP NO. 803111103                13G         Page 4 of 11

   1. NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         AXA

   2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *      (A) [ ]
                                                              (B) [ ]

   3. SEC USE ONLY


   4. CITIZENSHIP OR PLACE OF ORGANIZATION
         France

           NUMBER OF        5.   SOLE VOTING POWER             14,179,773
             SHARES
          BENEFICIALLY      6.   SHARED VOTING POWER           0
           OWNED AS OF
          December 31,      7.   SOLE DISPOSITIVE POWER        21,917,374
            REPORTING
          PERSON WITH:      8.   SHARED DISPOSITIVE POWER      0


   9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH              21,917,374
      REPORTING PERSON
      (Not to be construed as an admission of beneficial ownership)

  10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
 SHARES                                                     | |

  11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9          3.1%

  12. TYPE OF REPORTING PERSON *
        IC

                     * SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE

CUSIP NO. 803111103                13G                     Page 5 of 11 Pages

  1. NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        AXA Financial, Inc.      13-3623351

  2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
                                                        (A)  [ ]
                                         (B)  [ ]

  3. SEC USE ONLY


  4. CITIZENSHIP OR PLACE OF ORGANIZATION
       State of Delaware
          NUMBER OF         5.   SOLE VOTING POWER            7,910,234
            SHARES
         BENEFICIALLY       6.   SHARED VOTING POWER          0
         December 31,
            BY EACH         7.   SOLE DISPOSITIVE POWER       12,805,232
           REPORTING
         PERSON WITH:       8.   SHARED DISPOSITIVE POWER     0


  9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH              12,805,232
     REPORTING PERSON
     (Not to be construed as an admission of beneficial ownership)

 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *                                                    | |


 11. PERCENT OF CLASS REPRESENTED BY                          1.8%

 12. TYPE OF REPORTING PERSON *
       HC

                    * SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE

                                   13G                     Page 6 of 11 Pages

Item 1(a) Name of
          SARA LEE CORP

Item 1(b) Address of Issuer's Principal Executive Offices:
          3500 Lacey Road
          Downers Grove,  IL 60515


Item 2(a) and (b)
          Name of Person Filing and Address of Principal Business Office:

          AXA Assurances I.A.R.D Mutuelle, and
          AXA Assurances Vie Mutuelle,
          26, rue Drouot
          75009 Paris, France

          as a group (collectively, the 'Mutuelles AXA').

          AXA
          25, avenue Matignon
          75008 Paris, France

          AXA Financial, Inc.
          1290 Avenue of the Americas
          New York, New York 10104

 (All media outlets, please contact Chris Winans (212-314-5519) or Michael
Arcaro (212-314-2030) with any questions. All other questions can be directed
 to John Meyers at AllianceBernstein (212-969-2301).)







<PAGE

                                   13G                     Page 7 of 11 Pages
Item 2(c) Citizenship:
          Mutuelles AXA and AXA - France
          AXA Financial, Inc. - Delaware

Item 2(d) Title of Class of Securities:

          COM

Item 2(e) Cusip Number:
          803111103

Item 3.   Type of Reporting Person:
          AXA Financial, Inc. as a parent holding company,
             in accordance with 240.13d-1(b)(ii)(G).

          The Mutuelles AXA, as a group, acting as a parent holding
       company.

          AXA as a parent holding company.

<PAGE
                                   13G                     Page 8 of 11 Pages
<TABL

Item 4. Ownership as      December 31,
        (a) Amount Beneficially Owned:
21,917,374   shares of common stock beneficially owned including:

               <CAPTION>

                            No. of Shares

                       Subtotals

                       ---------------------

AXA                                                                     0

AXA Entity or Entities

    Common        acquired solely for investment
    AXA Investment Managers Paris                                  15,328
    AXA Konzern AG (Germany)                                      109,453

    AXA Rosenberg Investment                                    8,987,361

AXA Financial, Inc.                                                     0

Subsidiaries:

AllianceBernstein L.P.
acquired solely for investment
purposes on behalf of client
discretionary investment advisory
accounts:


  Common Stock                                    12,787,392


                                                               12,787,392
AXA Equitable Life Insurance Company
acquired solely for investment
purposes:

  Common Stock                                        17,840
                                                                   17,840
                                                            -------------
    Total                                                      21,917,374
                                                            =============

Each of the Mutuelles AXA, as a group, and AXA expressly declares that the
filing of this Schedule 13G shall not be construed as an admission that it is,
for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any
securities covered by this Schedule 13G.

Each of the above subsidiaries of AXA Financial, Inc. operates under independent
management and makes independent decisions.

       (b) Percent of Class:                                 3.1%
                                                            =============



<PAGE>                                                     Page 9 of 11 Pages

<TABLE>                                              ITEM 4. Ownership as of
              (CONT.)
       (c) Deemed Voting Power and Disposition Power:
<CAPTION>
                         (i)         (ii)          (iii)        (iv)
                        Deemed        Deemed        Deemed       Deemed
                        to have       to have       to have      to have
                        Sole Power    Shared Power  Sole Power   Shared
Power
                        to Vote       to Vote       to Dispose   to Dispose
                        or to         or to         or to        or to
                        Direct        Direct        Direct the   Direct the
                        the Vote      the Vote      Disposition  Disposition
                        ------------  ------------  ------------ ------------
<S>                     <C>           <C>           <C>          <C>
The Mutuelles AXA,
AXA                              0             0             0             0

AXA Entity or Entities:
  AXA Investment            15,328             0        15,328             0
  Managers Paris
  (France)
  AXA Konzern AG           109,453             0       109,453             0
  (Germany)

  AXA Rosenberg           6,144,75             0      8,987,36             0
  Investment
  Management LLC

AXA Financial, Inc.              0             0             0             0

Subsidiaries:
- ------------
 AllianceBernstein       7,892,394             0    12,787,392             0

 AXA Equitable              17,840             0        17,840             0
 Life Insurance

                      ------------  ------------  ------------  ------------
                          14,179,7             0    21,917,374             0
                      ============  ============  ============  ============

Each of the above subsidiaries of AXA Financial, Inc. operates under
independent management and makes independent voting and investment
decisions.
</TABLE>
<PAGE>

                                                           Page 10 of 11 Pages
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 class of securities, check the following.
                                                           (X)

Item 6. Ownership of More than Five Percent on behalf of Another Person.  N/A

Item 7. Identification and Classification of the Subsidiary which Acquired
        the Security Being Reporting on by the Parent Holding Company:

        This Schedule 13G is being filed by AXA Financial, Inc.; AXA,
        which owns AXA Financial, Inc.; and the Mutuelles AXA, which as a group
        control AXA:

   (X)  in the Mutuelles AXAs' capacity, as a group, acting as a parent
        holding company with respect to the holdings of the following
        AXA entity or entities:

   (X)  in AXA's capacity as a parent holding company with respect
        to the holdings of the following AXA entity or entities:

        AXA Investment Managers Paris (France)

        AXA Konzern AG (Germany)
        AXA Rosenberg Investment Management LLC

   (X)  in AXA Financial, Inc.'s capacity as a parent holding company
        with respect to the holdings of the following subsidiaries:

   (X)  AllianceBernstein L.P.
        (13-3434400), an investment adviser registered under
        Section 203 of the Investment Advisers Act of 1940.


   (X)  AXA Equitable Life Insurance Company
        (13-5570651), an insurance company and an investment
        adviser  registered under Section 203 of the Investment
        Advisers Act of 1940.
<PAGE>
                                                         Page 11 of 11 Pages

Item 8. Identification and Classification of Members of the Group.      N/A

Item 9.  Notice of Dissolution of Group:                                N/A

Item 10. Certification:

         By signing below I certify that to the best of my knowledge and
    belief, the securities referred to above were acquired in the ordinary
    course of business and were not acquired for the purpose of and do not
    have the effect of changing or influencing the control of the issuer
    of such securities and were not acquired in connection with or as a
    participant in any transaction having such purposes or effect.



         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 13, 2009              AXA FINANCIAL, INC.*







                                           /s/ Alvin H. Fenichel

                                              Alvin H. Fenichel
                                            Senior Vice President
                                               and Controller






   *Pursuant to the Joint Filing Agreement with respect to Schedule 13G
    attached hereto as Exhibit I, among AXA Financial, Inc., AXA Assurances
    I.A.R.D Mutuelle, AXA Assurances Vie Mutuelle, and AXA, this statement
    Schedule 13G is filed on behalf of each of them.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>3
<FILENAME>sle1231_e.txt
<DESCRIPTION>JOINT FILING AGREEMENT
<TEXT>

                                                                 EXHIBIT I



                                JOINT FILING AGREEMENT
                                ----------------------




    Each of the undersigned hereby agrees that the Schedule
13G filed herewith is filed jointly, pursuant to Rule 13d-1(f)(1)
 of the Securities Exchange Act of 1934, as amended on
behalf of each of them.


         Dated:     February 13, 2009

         AXA Financial, Inc.



         BY: /s/ Alvin H. Fenichel
            -----------------------------------------
            Alvin H. Fenichel
            Senior Vice President and Controller



  AXA Assurances I.A.R.D. Mutuelle; AXA Assurances Vie
Mutuelle; as a  group, and AXA

         Signed on behalf of each of the above entities



         BY: /s/ Alvin H. Fenichel
            -----------------------------------------
            Alvin H. Fenichel
            Attorney-in-Fact
            (Executed pursuant to Powers of Attorney)

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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