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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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) _____ 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) 04/01/2005 (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

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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

(1)

04/01/2005

04/01/2005

A

65.0769

(2)

(2)

common shares

65.0769

$ 135.39

17,464.8286

D

Common Share Units

(3)

04/01/2005

04/01/2005

A

89.8099

(2)

(2)

common shares

89.8099

$ 135.39

26,523.1985

D

Reporting Owners

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

Signatures

Alan J. Lacy		04/05/2005
**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)	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 and/or dividend payments deferred under the Plan.
(2)	The units are to be credited with amounts representing dividends on common shares, as declared, which are 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 of service.
(3)	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 and/or dividend payments deferred under the Plan and are held in the nondiversifiable account of the Plan.

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