SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Fraleigh Christopher J

(Last)

(First)

(Middle)

C/O SARA LEE CORPORATION

70 W. MADISON STREET

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/27/2005

3. Issuer Name and Ticker or Trading Symbol
LEE SARA CORP [ SLE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
common stock	8,720⁽¹⁾	D
common stock	6,540⁽²⁾	D
common stock	6,540⁽³⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Consists of restricted stock units that may be settled only for shares of common stock. The restricted stock units will vest in full on January 27, 2008, subject to continued employment with Sara Lee through such date. Upon vesting, the restricted stock units will be converted into shares of common stock on a one-for-one basis.

2. Consists of restricted stock units that may be settled only for shares of common stock on a one-for-one basis. Restricted stock units vest in full on August 31, 2007 to the extent predetermined performance targets have been achieved.

3. Consists of restricted stock units that may be settled only for shares of common stock on a one-for-one basis. Restricted stock units vest in three equal annual installments beginning on August 31, 2005.

Remarks:

	/s/ Helen N. Kaminski For Christopher J. Fraleigh pursuant to power of attorney filed herewith.	01/31/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.