March 01, 2006



Mr. L.M. (Theo) de Kool
Chief Financial Officer
Sara Lee Corporation
Three First National Plaza
Chicago, Illinois  60602-4260



	Re:	Sara Lee Corporation
		Form 10-K for Fiscal Year Ended July 02, 2005
      Filed September 02, 2005
		Form 10-Q for Twenty-Six Week Period Ended December 31,
2005
      Filed February 09, 2006
		File No. 001-03344



Dear Mr. de Kool:

      We have reviewed your filings and have the following
comments.
We have limited our review of your filings to those issues we have
addressed in our comments. Where indicated, we think you should
revise your documents 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 disclosures in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or 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 Fiscal Year Ended July 02, 2005

Exhibit 13 - Portions of Sara Lee`s 2004 Annual Report to
Stockholders

Ratios of Cash Flow to Balance Sheet Debt and Adjusted Cash Flow
to
Total Debt, page 23

1. We note your presentation of the adjusted cash flow to total
debt
ratio, a non-GAAP ratio, which you disclosed that many creditors
and
rating agencies use for evaluation purposes.  Please clarify
whether
you are using this non-GAAP ratio as a performance measure or as a
liquidity measure.  If you are using the ratio as a liquidity
measure, please address how you have complied with Regulation S-K
Item 10(e)(1)(ii)(A).

Additionally, please expand your disclosure to clarify how this
non-
GAAP ratio is used for evaluation purposes, and disclose the
impact,
if any, that your non-GAAP ratio had and may have on your debt
covenants and/or credit ratings.

Consolidated Statements of Cash Flows, page 33

2. We note that you begin your reconciliation of net cash flows
from
operating activities with income from continuing operations,
instead
of with net income, as required by paragraph 28 of SFAS 95.
Please
revise your operating cash flow reconciliation to comply with the
requirement of paragraph 28 of SFAS 95, and make parallel change
to
your operating cash flow reconciliation in your Form 10-Q for the
quarterly period ended October 01, 2005.  We note, however, that
you
use the correct reconciliation format in your Form 10-Q for the
quarterly period ended December 31, 2005.

Closing Comments

       As appropriate, please amend your filings 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
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosures in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosures, 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
disclosures in the filings;

* staff comments or changes to disclosures in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.

	You may contact Lily Dang at (202) 551-3867 or Kim Calder at
(202) 551-3701 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3686 with any other questions.


								Sincerely,



								Karl Hiller
								Branch Chief
Mr. L.M. (Theo) de Kool
Sara Lee Corporation
March 01, 2006
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010