SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCMILLAN CHARLES S

(Last)

(First)

(Middle)

THREE FIRST NATIONAL PLAZA

70 W. MADISON STREET

(Street)

CHICAGO

60602-4260

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEE SARA CORP [ SLE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2003

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock	12/08/2003		M		33,333	A	$18.6562	684,556	D
common stock	12/08/2003		M		83,334	A	$18.54	767,890	D
common stock	12/08/2003		M		238,489	A	$18.675	1,006,379	D
common stock	12/08/2003		F		30,866	D	$21.115	975,513	D
common stock	12/08/2003		F		76,877	D	$21.115	898,636	D
common stock	12/08/2003		F		220,975	D	$21.115	677,661	D
common stock								6,841⁽¹⁾	I	By 401(k) plan
common stock								6,674⁽²⁾	I	By trust for children

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
employee stock option (right to buy)	$18.6562	12/08/2003		M			33,333	01/27/2003	01/27/2010	common stock	33,333	$0	0	D
employee stock option (right to buy)	$18.54	12/08/2003		M			83,334	08/29/2003	08/29/2012	common stock	83,334	$0	166,666	D
employee stock option (right to buy)	$18.675	12/08/2003		M			238,489	12/06/2003	04/27/2010	common stock	238,489	$0	0	D
employee stock option (right to buy)	$21.115	12/08/2003		A		30,866		06/08/2004	01/27/2010	common stock	30,866	$0	30,866	D
employee stock option (right to buy)	$21.115	12/08/2003		A		76,877		06/08/2004	08/29/2012	common stock	76,877	$0	76,877	D
employee stock option (right to buy)	$21.115	12/08/2003		A		220,975		06/08/2004	04/27/2010	common stock	220,975	$0	220,975	D

Explanation of Responses:

1. Includes shares of common stock issued upon conversion of all outstanding shares of ESOP Convertible Preferred Stock held in the reporting person's Sara Lee Employee Stock Ownership Plan account. On September 2, 2003, each share of ESOP Convertible Preferred Stock held in the Plan was converted by the Plan trustee into eight shares of Sara Lee common stock.

2. The reporting person disclaims ownership of shares held by family members.

Remarks:

	/s/ Helen N. Kaminski For C. Steven McMillan pursuant to power of attorney previously filed.	12/09/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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