Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LACY ALAN J
   2. Issuer Name and Ticker or Trading Symbol
Sears Holdings CORP [SHLD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
3333 BEVERLY ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
03/30/2005
(Street)

HOFFMAN ESTATES, IL 60179		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 03/30/2005 03/30/2005 A   32,446.95 A (1) 32,446.95 D  
Common Shares (401(k) Plan) 03/30/2005 03/30/2005 A   1,309.67 A (5) 1,309.67 I 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Share Units (2) 03/30/2005 03/30/2005 A   20,732.05     (3)   (3) Common Shares 20,732.05 (2) 20,732.05 D  
Common Share Units (4) 03/30/2005 03/30/2005 A   26,433.39     (3)   (3) common shares 26,433.39 (4) 26,433.39 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LACY ALAN J
3333 BEVERLY ROAD
HOFFMAN ESTATES, IL 60179		   X     Chief Executive Officer  

Signatures

 By:/s/Andrea Zopp, as Attorney-in-Fact   03/30/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Received as part of the consideration in exchange for 97,856 shares of Sears, Roebuck and Co.("Sears") common stock in connection with the business combination between Sears and Kmart Holding Corporation (the "Merger"). On the effective date of the Merger, the closing price of Sears' common stock was $50.04 per share and the closing price of Kmart Holding Corporation common stock was $132.52.
(2) Received in the Merger in exchange for 6,664.60 Sears common share units. These units are held under the Sears, Roebuck and Co. Deferred Compensation Plan, as Amended and Restated to December 13, 2000 (the "Plan"). These Units represent salary, annual incentive, long-term incentive and/or dividend payments deferred under the Plan.
(3) The units are credited with amounts representing dividends on common shares, as declared, which are also converted into units. The common share units are to be settled in cash, either in a lump sum or in a series of annual payments, following separation from service.
(4) Received in the Merger in exchange for 52,866.78 Sears common share units. These units are held under the Sears, Roebuck and Co. Deferred Compensation Plan, as Ameneded and Restated to December 13, 2000. (the "Plan"). These units represent salary, annual incentive, long term and/or dividend payments deferred under the Plan and are held in the non-diversifiable account of the Plan.
(5) Received as part of the consideration in exchange for 4,161 shares of Sears, Roebuck and Co. ("Sears") common stock in connection with the business combination between Sears and Kmart Holding Corporation (the "Merger"). On the effective date of the Merger, the closing price of Sears' common stock was $50.04 per share and the closing price of Kmart Holding Corporation common stock was $132.52.

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