SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
  
                              SCHEDULE 14D-1/A
                             (AMENDMENT NO. 2)
                           TENDER OFFER STATEMENT
    PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
                                    AND
                               SCHEDULE 13D/A
                             (AMENDMENT NO. 4)
                 UNDER THE SECURITIES EXCHANGE ACT OF 1934
  
                              ________________
                       CHOCK FULL O'NUTS CORPORATION
                         (NAME OF SUBJECT COMPANY)
  
                       BOLTS ACQUISITION CORPORATION
                            SARA LEE CORPORATION
                                 (BIDDERS)
                              ________________
                   COMMON STOCK, PAR VALUE $.25 PER SHARE
      7% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE APRIL 1, 2012
       8% CONVERTIBLE SUBORDINATED DEBENTURES DUE SEPTEMBER 15, 2006
                       (TITLE OF CLASS OF SECURITIES)
                              ________________
                  
                                  170268
                                 170268AC0
                                 170268AB2
                   (CUSIP NUMBER OF CLASS OF SECURITIES)
                              ________________
                  
                         JANET LANGFORD KELLY, ESQ.
            SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                            SARA LEE CORPORATION
                         THREE FIRST NATIONAL PLAZA
                          CHICAGO, ILLINOIS 60602
                         TELEPHONE: (312) 726-2600
        (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
          RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
  
                                  COPY TO:
  
                        CHARLES W. MULANEY, JR. ESQ.
              SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
                     333 WEST WACKER DRIVE, SUITE 2300
                        CHICAGO, ILLINOIS 60606-1285
                         TELEPHONE: (312) 407-0700
  
  

                CFN Acquisition Corporation, a New York corporation
 ("Purchaser") and a wholly owned subsidiary of Sara Lee Corporation, a
 Maryland corporation ("Sara Lee"), and Sara Lee hereby amend and supplement
 their Tender Offer Statement on Schedule 14D-1 (as amended from time to
 time, the "Schedule 14D-1"), originally filed with the Securities and
 Exchange Commission on May 7, 1999, with respect to Purchaser's offer to
 purchase (i) all of the outstanding shares of common stock, par value $.25
 per share, and the associated common stock purchase rights (the "Rights")
 issued pursuant to the Amended and Restated Rights Agreement, dated as of
 December 30, 1997, by and between Chock Full O'Nuts Corporation, a New York
 corporation (the "Company"), and the American Stock Transfer & Trust
 Company, as Rights Agent (such shares of common stock and the associated
 Rights, collectively, the "Shares"), of the Company , at a price of $10.50
 per Share, (ii) all of the outstanding 7% Convertible Senior Subordinated
 Debentures due April 1, 2012 (the "7% Debentures"), at a price of $1,275.82
 per $1,000 principal amount, and (iii) all of the outstanding 8%
 Convertible Subordinated Debentures due September 15, 2006 (the "8%
 Debentures" and, together with the 7% Debentures, the "Convertible
 Debentures"), at a price of $1,344.43 per $1,000 principal amount, the
 respective offer prices being net to the seller in cash, without interest
 thereon, upon the terms and subject to the conditions set forth in the
 Offer to Purchase and in the applicable Letters of Transmittal referred to
 in the Schedule 14D-1 (which, as they may be amended or supplemented from
 time to time, together constitute the "Offer").  Unless otherwise indicated
 herein, each capitalized term used herein but not defined herein shall have
 the meaning ascribed to such term in the Schedule 14D-1 or in the Offer to
 Purchase referred to therein. 
  
 ITEM 10. ADDITIONAL INFORMATION. 
  
      The information set forth in Item 10 (f) of the Schedule 14D-1 is
 hereby amended and supplemented by the following information: 
  
      All references to the Rights Condition and the Business Combination
 Condition are hereby amended to delete from any definition or explanation
 of each such condition the phrase "in its sole discretion" and to replace
 it with the phrase "in its reasonable judgment." 
  
      The first paragraph of Section 14 of the Offer to Purchase is hereby
 amended to replace the phrase "in the sole judgment of Purchaser" with the
 phrase "in the reasonable judgment of Purchaser." 
  
      Paragraphs (a), (b), (c), (d) and (f) of Section 14 of the Offer to
 Purchase are hereby amended to replace the phrase "in the sole judgment of
 Sara Lee or Purchaser" with the phrase "in the reasonable judgment of Sara
 Lee or Purchaser."  
  
      Subclause (2) of the first paragraph of Section 14 of the Offer to
 Purchase is hereby deleted and replaced with the following language: 
  
      "at any time on or after May 7, 1999 and prior to the expiration of
      the Offer, any of the following events shall occur or shall be
      determined by Purchaser to have occurred:"


                                 SIGNATURE 
  
      After due 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: May 19, 1999 
  
                               CFN ACQUISITION CORPORATION 
  
  
                               By: /s/ R. Henry Kleeman
                                  _______________________________________ 
                               Name:   R. Henry Kleeman 
                               Title:  Vice President and Assistant
                                       Secretary 
  
  
                               SARA LEE CORPORATION 
  
  
                               By: /s/ R. Henry Kleeman
                                  _______________________________________ 
                               Name:   R. Henry Kleeman 
                               Title:  Chief Counsel - Corporate &
                                       Securities and Assistant Secretary