ORIGINAL FILING ON SCHEDULE 13G

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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).


13G
CUSIP No. 49878015

	1.	Name of Reporting Person: Timothy R. Barakett			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: Canada

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 5,012,131

			6.	Shared Voting Power:

			7.	Sole Dispositive Power: 5,012,131

			8.	Shared Dispositive Power:

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 5,012,131

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 5.59%

	12.	Type of Reporting Person: IN

Item 1.

(a) Name of Issuer

Kmart Holding Corporation

(b) Address of Issuer’s Principal Executive Offices

3100 West Big Beaver Road, Troy, MI 48084

Item 2.

(a) Name of Person Filing

Timothy R. Barakett

(b) Address of Principal Business Office or, if none, Residence

152 West 57th Street, 45th Floor, New York, New York 10019

Canada

(d) Title of Class of Securities

Common Stock, $.01 Par Value (the “Common Stock”)

(e) CUSIP Number

49878015

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: 5,012,131

(b) Percent of class: 5.59%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 5,012,131

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of: 5,012,131

(iv) Shared power to dispose or to direct the disposition of:

Note 1: Mr. Barakett is the Chairman and Chief Executive Officer of Atticus Capital, L.L.C., a Delaware limited liability company (“Atticus Capital”), and Atticus Management, Ltd., an international business company organized under the laws of the British Virgin Islands (“Atticus Management”). Atticus Capital and

Atticus Management, together with certain of their affiliated entities (collectively, the “Atticus Entities”) act as advisers for various investment funds (the “Funds”) and managed accounts (the “Accounts”). Based on his relationship with the Atticus Entities, Mr. Barakett is deemed to be a beneficial owner of the Common Stock owned by the Funds and the Accounts for purposes of Section 13(d).

Note 2: 2,037,000 of the amount of shares beneficially owned represents shares which may be acquired upon exercise of options.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person

See Note 1 above in Item 4. The Funds and Accounts have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock that is deemed to be beneficially owned by Mr. Barakett.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable 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.


		May 24, 2004

		Date

		/s/ Timothy R. Barakett

		Signature

		Timothy R. Barakett

		Name

	(a)		Name of Issuer

			Kmart Holding Corporation

	(b)		Address of Issuer’s Principal Executive Offices

	3100		West Big Beaver Road, Troy, MI 48084

	(a)		Amount beneficially owned: 5,012,131

	(b)		Percent of class: 5.59%

	(c)		Number of shares as to which the person has:

	(i)		Sole power to vote or to direct the vote: 5,012,131

	(ii)		Shared power to vote or to direct the vote:

	(iii)		Sole power to dispose or to direct the disposition of: 5,012,131

	(iv)		Shared power to dispose or to direct the disposition of: