SC 14D1/A

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                              SCHEDULE 14D-1/A
                             (AMENDMENT NO. 5)
                           TENDER OFFER STATEMENT
    PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
                                    AND
                               SCHEDULE 13D/A
                             (AMENDMENT NO. 7)
                 UNDER THE SECURITIES EXCHANGE ACT OF 1934

                              ________________
                       CHOCK FULL O'NUTS CORPORATION
                         (NAME OF SUBJECT COMPANY)

                        CFN 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:

      On June 7, 1999, Sara Lee issued a press release announcing the
 extension of the Expiration Date of the Offer until 5:00 p.m., New York
 City time, on Friday, June 18, 1999.  The Offer was previously scheduled to
 expire at 12:00 midnight on June 4, 1999.  As of midnight, New York City
 time, on June 4, 1999, 5,572,167 Shares, $28,454,000 principal amount of
 the 7% Debentures and $17,506,000 principal amount of the 8% Debentures
 were validly tendered and not withdrawn, which (on an as converted basis),
 together with the 598,328 shares already beneficially owned by Sara Lee,
 represents approximately 56% of the shares of Chock Full O'Nuts outstanding
 and approximately 63% of the shares of Chock Full O'Nuts outstanding that
 are not owned or controlled by management of Chock Full O'Nuts, each on a
 fully diluted basis.  Sara Lee also disclosed that its representatives have
 had discussions over the past few days with representatives of Chock Full
 O'Nuts Corporation regarding a potential merger between the parties and
 that such discussions are continuing.  There can be no assurance that the
 parties will be able to reach an agreement with respect to any such
 transaction.  The full text of the press release is filed as Exhibit
 (a)(12) hereto and is incorporated by reference herein.

 ITEM 11.  MATERIALS TO BE FILED AS EXHIBITS.

      (a)(12)   Press Release of Sara Lee dated June 7, 1999.


                                 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: June 7, 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



                             INDEX TO EXHIBITS


 Exhibit Number                     Exhibit
 --------------                     -------

 (a)(12)                  Press Release of Sara Lee dated June 7, 1999.

EX-99

                                                            Exhibit (a)(12)




 Media:  Jeffrey Smith, 312.558.8727
 Analysts:  Janet Bergman, 312.558.8651

 SARA LEE CORPORATION ANNOUNCES POSITIVE SHAREHOLDER RESPONSE TO TENDER
 OFFER; EXTENDS TENDER OFFER FOR CHOCK FULL O'NUTS CORPORATION


 Chicago (June 7, 1999) - Sara Lee Corporation today announced that holders
 of more than a majority of the outstanding shares of Chock full o'Nuts
 Corporation on a fully-diluted basis have tendered in response to its cash
 tender offer.  Sara Lee also announced that it has extended its cash tender
 offer to purchase all outstanding shares of common stock of Chock full
 o'Nuts Corporation at $10.50 net per share, all of its outstanding 7%
 Convertible Senior Subordinated Debentures due 2012 at $1,275.82 net per
 $1,000 principal amount and all of its outstanding 8% Convertible
 Subordinated Debentures due 2006 at $1,344.43 net per $1,000 principal
 amount until 5:00 p.m., New York City time, on Friday, June 18, 1999.   The
 tender offer was previously scheduled to expire at 12:00 midnight on June
 4, 1999.

 "We are very pleased that a substantial majority of Chock full o'Nuts'
 unaffiliated shareholders chose to tender their shares in response to our
 offer," said C. Steven McMillan, president and chief operating officer of
 Sara Lee Corporation.

 As of midnight on June 4, 1999, Chock full o'Nuts shareholders and
 debentureholders had validly tendered 5,572,167 shares of common stock,
 $28,454,000 principal amount of 7% convertible debentures and $17,506,000
 principal amount of 8% convertible debentures, which (on an as- converted
 basis), together with the shares already beneficially owned by Sara Lee,
 represents approximately 56% of the shares of Chock full o'Nuts outstanding
 and approximately 63% of the shares of Chock full o'Nuts outstanding that
 are not owned or controlled by management of Chock full o'Nuts, each on a
 fully diluted basis.

 Sara Lee also disclosed that its representatives have had discussions over
 the past few days with representatives of Chock full o'Nuts Corporation
 regarding a potential merger between the parties and that such discussions
 are continuing.  There can be no assurance that the parties will be able to
 reach an agreement with respect to any such transaction.

 Sara Lee Corporation is a global consumer packaged goods company with more
 than $20 billion in annual revenues.  Its leading brands include Sara Lee,
 Douwe Egberts, Hillshire Farm, Hanes, Coach and Playtex.