SC 14D1/A

  
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
  
                              SCHEDULE 14D-1/A
                             (AMENDMENT NO. 3)
                           TENDER OFFER STATEMENT
    PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
                                    AND
                               SCHEDULE 13D/A
                             (AMENDMENT NO. 5)
                 UNDER THE SECURITIES EXCHANGE ACT OF 1934
  
                              ________________

                       CHOCK FULL O'NUTS CORPORATION
                         (NAME OF SUBJECT COMPANY)
  
                       BOLTS ACQUISITION CORPORATION
                            SARA LEE CORPORATION
                                 (BIDDERS)
                              ________________
                  
                   COMMON STOCK, PAR VALUE $.25 PER SHARE
      7% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE APRIL 1, 2012
       8% CONVERTIBLE SUBORDINATED DEBENTURES DUE SEPTEMBER 15, 2006
                       (TITLE OF CLASS OF SECURITIES)
                              ________________
                  
                                   170268
                                 170268AC0
                                 170268AB2
                   (CUSIP NUMBER OF CLASS OF SECURITIES)
                              ________________
                  
                         JANET LANGFORD KELLY, ESQ.
            SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                            SARA LEE CORPORATION
                         THREE FIRST NATIONAL PLAZA
                          CHICAGO, ILLINOIS 60602
                         TELEPHONE: (312) 726-2600
        (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
          RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
  

                                  COPY TO:
  
                        CHARLES W. MULANEY, JR. ESQ.
              SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
                     333 WEST WACKER DRIVE, SUITE 2300
                        CHICAGO, ILLINOIS 60606-1285
                         TELEPHONE: (312) 407-0700
  
  


                CFN Acquisition Corporation, a New York corporation
 ("Purchaser") and a wholly owned subsidiary of Sara Lee Corporation, a
 Maryland corporation ("Sara Lee"), and Sara Lee hereby amend and supplement
 their Tender Offer Statement on Schedule 14D-1 (as amended from time to
 time, the "Schedule 14D-1"), originally filed with the Securities and
 Exchange Commission on May 7, 1999, with respect to Purchaser's offer to
 purchase (i) all of the outstanding shares of common stock, par value $.25
 per share, and the associated common stock purchase rights (the "Rights")
 issued pursuant to the Amended and Restated Rights Agreement, dated as of
 December 30, 1997, by and between Chock Full O'Nuts Corporation, a New York
 corporation (the "Company"), and the American Stock Transfer & Trust
 Company, as Rights Agent (such shares of common stock and the associated
 Rights, collectively, the "Shares"), of the Company , at a price of $10.50
 per Share, (ii) all of the outstanding 7% Convertible Senior Subordinated
 Debentures due April 1, 2012 (the "7% Debentures"), at a price of $1,275.82
 per $1,000 principal amount, and (iii) all of the outstanding 8%
 Convertible Subordinated Debentures due September 15, 2006 (the "8%
 Debentures" and, together with the 7% Debentures, the "Convertible
 Debentures"), at a price of $1,344.43 per $1,000 principal amount, the
 respective offer prices being net to the seller in cash, without interest
 thereon, upon the terms and subject to the conditions set forth in the
 Offer to Purchase and in the applicable Letters of Transmittal referred to
 in the Schedule 14D-1 (which, as they may be amended or supplemented from
 time to time, together constitute the "Offer").  Unless otherwise indicated
 herein, each capitalized term used herein but not defined herein shall have
 the meaning ascribed to such term in the Schedule 14D-1 or in the Offer to
 Purchase referred to therein. 
  
 ITEM 10.  ADDITIONAL INFORMATION. 
  
      The information set forth in Item 10(c) of the Schedule 14D-1 is
 hereby amended and supplemented by the following information: 
  
      At 11:59 p.m., New York City time, on May 19, 1999, the waiting period
 with respect to the Offer under the Hart-Scott-Rodino Antitrust
 Improvements Act of 1976, as amended, expired. 
  
      The information set forth in Item 10(f) of the Schedule 14D-1 is
 hereby amended and supplemented by incorporating by reference therein the
 press release issued by Sara Lee on May 20, 1999, a copy of which press
 release is filed as Exhibit (a)(10). 
  
 ITEM 11.  MATERIALS TO BE FILED AS EXHIBITS. 
  
      (a)(10)   Press Release of Sara Lee dated May 20, 1999.



                                 SIGNATURE 
  
      After due 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. 
  
 Date: May 21, 1999 
  
                               CFN ACQUISITION CORPORATION 
  
  
                               By: /s/R. Henry Kleeman    
                                   ------------------------------------
                               Name:  R. Henry Kleeman 
                               Title: Vice President and Assistant
                                      Secretary 
  
  
                               SARA LEE CORPORATION 
  
  
                               By: /s/R. Henry Kleeman 
                                   ------------------------------------
                               Name:  R. Henry Kleeman 
                               Title: Chief Counsel -- Corporate &
                                      Securities and Assistant Secretary 
  
  

                             INDEX TO EXHIBITS 
  
  
 EXHIBIT NUMBER                     EXHIBIT 
  
 (a)(10)                  Press Release of Sara Lee dated May 20, 1999. 

EX-99

 Exhibit (a)(10) 
                                                                    5/20/99 
  
  
 Media:  Jeffrey Smith, 312.558.8727 
 Analysts:  Janet Bergman, 312.558.8651 
  

 SARA LEE CORPORATION DISAPPOINTED BY THE OPPOSITION OF THE BOARD OF
 DIRECTORS OF CHOCK FULL O'NUTS TO SARA LEE'S $10.50 PER SHARE CASH TENDER
 OFFER 
  
 PROPOSED ACQUISITION RECEIVES ANTITRUST CLEARANCE 
  
 Chicago (May 20, 1999) - Sara Lee Corporation stated today that it was
 disappointed by the decision of the directors of Chock full o'Nuts
 Corporation to oppose Sara Lee's cash tender offer for all shares of Chock
 full o'Nuts at $10.50 per share.  The offer represents a 65% premium over
 Chock full o'Nuts closing stock price the trading day prior to Sara Lee's
 public announcement of its desire to acquire the company.  Nevertheless,
 the board of directors of Chock full o'Nuts has rejected all offers made by
 Sara Lee and is now refusing to remove takeover defenses that prevent
 consummation of the $10.50 Sara Lee offer. 
  
 "Clearly, $10.50 represents a very fair price given Chock full o'Nuts'
 stock price and operating performance," said C. Steven McMillan, President
 and Chief Operating Officer of Sara Lee Corporation.  "Despite the fact
 that prior to our offer Chock full o'Nuts stock has not traded near Sara
 Lee's offer price for more than a decade, the company's directors continue
 to stand in the way of their shareholders receiving $10.50 in value.  We
 encourage our fellow holders of Chock full o'Nuts shares and convertible
 debentures to send a message to the board by tendering their securities
 immediately."  
  
 Sara Lee also announced that the antitrust waiting period with respect to
 the offer expired on May 19, 1999, clearing the way for Sara Lee's proposed
 acquisition subject only to the removal of takeover defenses, which is
 under the control of the Chock full o'Nuts directors. 
  
 On May 7, 1999, Sara Lee Corporation commenced a cash tender offer to
 purchase all outstanding shares of Chock full o'Nuts Corporation at $10.50
 per share and all of its 7% convertible debentures and 8% convertible
 debentures at an equivalent price (assuming conversion).  The offer is
 scheduled to expire at midnight on June 4, 1999, unless extended. 
  
 Additional information regarding the tender offer, or tendering shares or
 convertible debentures, please contact the Information Agent, Morrow & Co.,
 Inc., at 1-800/566-9061. 
  
 Sara Lee Corporation is a global consumer packaged goods company with more
 than $20 billion in annual revenues.  Its leading brands include Sara Lee,
 Douwe Egberts, Hillshire Farm, Hanes, Coach and Playtex.