April 18, 2005




via facsimile and U.S. mail

Mr. L. M. de Kool
Executive Vice President and Chief Financial Officer
Sara Lee Corporation
Three First National Plaza
Chicago, IL  60602-4260




	Re:	Sara Lee Corporation
		Form 10-K, Filed September 3, 2004
		Form 10-Q, Filed January 31, 2005
		File No. 1-03344

Dear Mr. de Kool:

      We have reviewed the above filings and have the following
accounting comments.  Our review has been limited to your
financial
statements and the related disclosures in Management`s Discussion
and
Analysis.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended July 2, 2004

Item 7. - Management Discussion and Analysis of Financial
Condition
and Results of Operations

Financial Review

Overview, page 26

1. We note the disclosure of $119 million of cash received related
to
the sale of the European tobacco unit here and on page 31.

(a)	Tell us what influence, if any, you have regarding the
resolution of any of the contingencies associated with the sale of
tobacco unit.

(b)	Tell us what risks of the tobacco business been fully
transferred to the buyer and what risks of the tobacco business
you
have retained.

(c)	It appears that you determined that certain future payments
related to your sale of the European tobacco business represent
gain
contingencies.  Tell us why this item meets the definition of a
gain
contingency under FAS 5, given the guidance under FAS 5 paragraph
2,
and as clarified by ETIF 01-10, paragraph 16, that states that a
gain
contingency under FAS 5, paragraph 17, is a recovery of a loss not
yet recognized in the financial statements or an amount recovered
in
excess of a loss recognized in the financial statements.

2. We note your statement that the effective tax rate declined
slightly from the prior year.  Your disclosures in Note 21
indicate
that your effective tax rate is significantly below the statutory
rate, and that this tax rate is due to the effects of significant
permanent income tax items.  Expand your management discussion and
analysis to address the trends of the permanent items and how it
impacts income tax expense, net income and liquidity.

Item 8. - Financial Statements and Supplementary Data

Consolidated Statements of Common Stockholders` Equity,  page 53

3. We note your presentation of Comprehensive Income and
Accumulated
Other Comprehensive Income.  Disclose the components of
Accumulated
Other Comprehensive Income for each balance sheet date presented,
as
required by FAS 130, paragraph 26.

Note 1 - Basis of Presentation, page 55

4. Expand your disclosure to provide a description of your major
products or services and your principal markets, including the
locations of those markets as required by SOP 94-6, paragraph 10.
Disclose the relative importance of your operations in each
business
and the basis for the determination.  Please disclose this
information in your audited financial statements notes rather
providing a cross reference to information outside the financial
statements.

Note 2 - Summary of Significant Accounting Policies

	Goodwill, page 57

5. We note your disclosure of the goodwill associated with each
business segment in Note 20 on page 73.  Expand your disclosure to
disclosure as part of your accounting policy for goodwill to
explain
how you determined the reporting segments to which goodwill was
assigned.

	Stock based compensation, page 57

6. We note your disclosures in Note 4 with regard to stock unit
awards.  Disclose your accounting policy for recognizing
compensation
expense for these restricted stock units.

      Income taxes, page 57

7. Your disclosure mentions the inherent uncertainties and
judgments
related to the income tax provision and the risk that the tax rate
may increase or decrease in any period.  Please disclose any
estimate
made in this regard if it is at least reasonably possible that the
specific conditions, situations or set of circumstances will
change
in the near term due to future confirming events, and the effect
of
the change would be material, as required under SOP 94-6,
paragraphs
13-14.

8. Tell us what items can cause a change in the tax rate from
period
to period.

Note 9 - Long-term debt, page 61

9. Please expand your disclosures to address the general
character,
the priority, the amounts and the terms related to each component
of
long-term debt as required by Regulation S-X 5-02.22(a)-(b).  In
particular, address which obligations have fixed and variable rate
terms.  For obligations with variable rate terms, disclose the
benchmark interest rate used, the percentage spread paid over the
benchmark rate, and the conditions under which the rates may
change.

Note 12 - Sale of accounts receivable, page 62

10. Please disclose your consolidation policy with regard to this
limited purpose subsidiary and how you have classified these sales
of
accounts receivable in your statement of consolidated cash flows.
Please disclose the necessary cash flow information as required by
paragraph 17.f.(4) of SFAS 140.

Note 13 - Contingencies, page 63

11. We note your disclosure that the final outcome of various
pending
legal proceedings should not have a material effect on your
results
of operations or financial position.  The use of the phrase
"should
not" is unclear with regard to the disclosures required for loss
contingencies under FAS 5 paragraphs 3 and 8-10.  Expand your
disclosure to use terms defined by SFAS 5 and to provide
disclosures
for material reasonably possible loss contingencies as required by
FAS paragraph 10.

Note 17 - Acquisition, page 68

12. Tell us the nature of the $11 million distribution management
software intangible asset that was part of the Earthgrains
business
acquisition.  We may have further comment.

Note 22 - Business Segment Information, page 75

13. We note your reference to information outside of your audited
financial statements.  Please  provide the required disclosures
under
FAS 131 in a footnote to your financial statements rather than
cross
referencing to information outside the financial statements.


Form 10-Q for the quarter ended January 1, 2005

Note 4 - Derivative reporting, page 14

14. We have reviewed the above disclosure and the related
description
in the annual report to which it refers.  In the annual report,
you
have disclosed that interest rate swap agreements can be accounted
for as fair value or cash flow hedges, but you have not disclosed
how
you account for currency swaps.  Expand your disclosure to provide
the following additional information with regard to interest rate
and
currency swaps:

a.	the criteria for designating interest rate and currency swaps
as
cash flow or fair value hedges,
b.	for swaps designated as fair value hedges, the disclosures
required by FAS 133 paragraph 45(a), and
c.	for swaps designated as cash flow hedges, a description of
the
transactions or other events that will result in the
reclassification
into earnings of gains and losses that are reported in accumulated
other comprehensive income as required by FAS 133 paragraph
45(b)(2).

15. Your disclosure indicates that the effects of your foreign
exchange and option contract cash flow hedges are reflected in the
cumulative translation adjustments account within consolidated
stockholders` equity.  Tell us why you have recorded these items
in
this manner and not as part of the line item "net unrealized loss
on
cash flow hedges". We may have further comment.


Closing Comments

      As appropriate, please amend your filing(s) and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  You may wish to provide us with
marked
copies of amendment(s) to expedite our review.  Please furnish a
cover letter with your amendment(s) that keys your responses to
our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment(s) and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing(s) reviewed by the staff
to
be certain that they have provided all information investors
require
for an informed decision.  Since the company and its management
are
in possession of all facts relating to the company`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.  In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filing(s);

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filing; and

	the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing(s) or
in
response to our comments on your filing(s).

      You may contact Gary Newberry at (202) 824-5567 or Jill
Davis,
Branch Chief at (202) 942-1996 if you have questions regarding
comments on the financial statements and related matters.  Please
contact me at (202) 942-1870 with any other questions.  Direct all
correspondence to the following ZIP code:  20549-0405.

							Sincerely,



							H. Roger Schwall
							Assistant Director


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Sara Lee Corporation
April 18, 2005
page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE