X0202 3 2005-04-05 0 0001310067 Sears Holdings CORP SHLD 0001289687 Crow Kristine K 3333 BEVERLY ROAD HOFFMAN ESTATES IL 60179 0 1 0 0 Senior Vice President Common Shares 3645 D Common Shares (401(k) Plan) 4869 I 401(k) Plan Common Share Units common shares 1593.79 D These units are held in 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 and are held in the nondiversifiable account of the Plan. These common share units are to be settled in shares of Sears Holdings Corporation common stock following separation from service. By:/s/ April Hanes-Dowd, as Attorney-in-Fact 2005-04-14