8-K

                            SECURITIES EXCHANGE COMMISSION
                                WASHINGTON, DC  20549
                                ---------------------

                                       FORM 8-K

                                    CURRENT REPORT
                        PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

                                  December 22, 1998
               --------------------------------------------------------
                          (Date of earliest event reported)


                                 SARA LEE CORPORATION
               --------------------------------------------------------
                (Exact Name of Registrant as Specified in its Charter)

         Maryland                   001-03344                   36-2089049
         --------                   ---------                   ----------
(State or Other Jurisdiction  (Commission File Number)        (IRS Employer
      of Incorporation                                    Identification Number)


               Three First National Plaza, Chicago, Illinois  60602-4260
               ---------------------------------------------------------
                  (Address of Principal Offices, including zip code)

                                    (312) 726-2600
               ---------------------------------------------------------
                 (Registrant's telephone number, including area code)



Item 5.  OTHER EVENTS

          The Registrant issued a press release on December 22, 1998, relating
to a recall of products.  A copy of the press release is attached as an Exhibit.

          The Registrant currently estimates that it will incur a pre-tax 
charge of approximately $50 to $70 million in the second quarter, ending 
December 26, 1998, related to the recall.  The actual charges could be more 
or less than the current estimate.

          The preceding paragraph contains "forward-looking statements" 
within the meaning of the Private Securities Litigation Reform Act of 1995, 
concerning the estimated charge to earnings associated with the recall.  The 
Registrant cautions that such forward-looking statements are qualified by 
important factors that could cause actual charges to differ materially from 
the estimate, including, among others: quantities of products in channels of 
distribution; extent of refund claims; and costs of efforts required to reach 
consumers.  In addition, charges associated with required remedial actions 
will depend upon several factors, including, among others:  identification of 
the source of contamination; the particular facility affected; and the extent 
of any required remedial actions, if any.  Readers should understand that it 
is not possible to predict or identify all factors that may affect charges to 
earnings. Consequently, readers should not consider such list to be a 
complete statement of all uncertainties.

Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.


(c)  EXHIBITS.  The following documents are filed as exhibits to this current
     report.

                       Press release issued December 22, 1998.

                                      SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


December 22, 1998                        SARA LEE CORPORATION
                                         (Registrant)


                                         By:  /s/  Wayne R. Szypulski
                                             ------------------------------
                                         Name:   Wayne R. Szypulski
                                         Title:  Vice President - Controller


                                 EXHIBIT INDEX


                                      -2-



                       Press release issued December 22, 1998.






                                      -3-

EX-99

                    BIL MAR FOODS ANNOUNCES VOLUNTARY RECALL OF
                         HOT DOGS AND OTHER PACKAGED MEATS


Zeeland, Michigan (December 22, 1998) - Bil Mar Foods today announced that it is
voluntarily recalling specific production lots of hot dogs and other packaged
meat products that could contain Listeria bacteria. These affected products are
produced only at the company's plant in Zeeland, Michigan and are sold through
retail grocery stores and selected foodservice channels in the United States.

  The only affected products are those labeled with Establishment Numbers P261
(for poultry) or 6911 (for non-poultry) for the BALL PARK, BIL MAR, BRYAN
BUNSIZE and BRYAN 3-LB. CLUB PACK hot dogs, GRILLMASTER, HYGRADE, MR. TURKEY,
SARA LEE DELI MEAT and SARA LEE HOME ROAST brands. The Establishment Number is
found on the outer edge of all packages and is identified as EST P261 or EST
6911. PACKAGES FOR THE ABOVE BRAND NAMES THAT CARRY ANY OTHER ESTABLISHMENT
NUMBERS ARE NOT AFFECTED BY THIS RECALL.

  This action follows the company's discussions with the United States
Department of Agriculture (USDA) and the Centers for Disease Control and
Prevention (CDC). The CDC has indicated that it is studying whether some of
these products might contain the Listeria bacteria.

  "The safety of everyone who eats our products is our number-one priority, and
therefore we are voluntarily taking this precautionary measure," said George A.
Chivari, president and chief executive officer of Bil Mar Foods.

  The company advises consumers to return affected product to the point of
purchase for a full refund. Consumers returning already opened or partially
consumed product will receive a refund for the total purchase price.

  Beginning today at 12:00 noon Eastern standard time, consumers with questions
about the recall or the products involved may contact Bil Mar Foods toll-free by
calling 1-800/247-8339. Instructions will be provided on how to determine
whether consumers have affected products and, if so, what to do with the
recalled product.

  The Listeria bacteria is normally found in soil, water and a variety of raw
foods such as uncooked meats and vegetables. When ingested, some strains of
Listeria can cause 




listeriosis, which affects primarily the elderly, pregnant women, newborns 
and adults with weakened immune systems.

  Listeria bacteria can be eliminated from food by proper cooking.  For example,
placing a hot dog in boiling water, or re-heating deli meat to a product
temperature of 165 degrees Fahrenheit, destroys Listeria.

  "Processed meats are cooked thoroughly to destroy harmful bacteria.  However,
the possibility for post-processing contamination increases as products are
handled at home, in supermarkets, restaurants and delis.  Consumers should
handle all perishable foods carefully and keep their kitchens and refrigerators
as clean as possible," said Patrick Boyle, president and chief executive
officer, American Meat Institute, Washington, D.C.

  The Centers for Disease Control and Prevention has developed the following
recommendations to help consumers reduce the risk of foodborne listeriosis:

     Always cook raw food from animal sources such as beef, pork or poultry
          thoroughly.
     Wash raw vegetables well before eating.
     Keep uncooked meats separate from vegetables, cooked foods and ready-to-eat
          foods.
     Do not consume raw (unpasteurized) milk or food made from raw milk.
     Wash hands, knives and cutting boards after handling uncooked foods.

     Bil Mar Foods is a division of Sara Lee Corporation.  Sara Lee anticipates
taking a pre-tax charge of $50 million to $70 million in the second quarter,
ending December 26, 1998 to cover the anticipated cost of the product recall.

For answers to questions about Listeria and other foodborne illnesses, consumers
may phone the toll-free USDA Meat and Poultry Hotline at 1-800/535-4555 between
10:00 a.m. and 4:00 p.m. (Eastern Time) Monday through Friday. Consumers can
also access the American Meat Institute website at www. meatami.org.