FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * LAMPERT EDWARD S   2. Issuer Name and Ticker or Trading Symbol SEARS HOLDINGS CORP [SHLD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 GREENWICH AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 08/01/2007 (Street) GREENWICH, CT 06830 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 08/01/2007   J(1)(9)   523,177 D (1) 13,378,820 I See footnote (2) Common Stock, par value $0.01 per share 08/01/2007   J(3)(9)   3,411,469 D (3) 9,967,351 I See footnotes (2) (3) Common Stock, par value $0.01 per share 08/01/2007   J(3)(9)   3,411,469 A (3) 51,683,151 I See footnotes (3) (4) Common Stock, par value $0.01 per share               3,633,474 I See footnote (5) Common Stock, par value $0.01 per share               338,239 I See footnote (6) Common Stock, par value $0.01 per share               747 I See footnote (7) Common Stock, par value $0.01 per share               15,999 I See footnote (8)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LAMPERT EDWARD S 200 GREENWICH AVENUE GREENWICH, CT 06830	X	X
ESL INVESTMENTS INC 200 GREENWICH AVENUE GREENWICH, CT 06830		X
ESL PARTNERS LP ONE LAFAYETTE PLAC GREENWICH, CT 06830		X
RBS PARTNERS L P /CT ONE LAFAYETTE PLACE GREENWICH, CT 06830		X
ESL INVESTORS LLC 200 GREENWICH AVE GREENWICH, CT 06830		X

Signatures

/s/ Edward S. Lampert		08/03/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	ESL Investors, L.L.C. ("Investors") distributed to its managing member, RBS Partners, L.P. ("RBS"), 523,177 shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") in accordance with the terms of the limited liability company operating agreement of Investors. These shares of Common Stock represent a portion of the pro rata pecuniary interest of RBS in the shares of Common Stock it manages for Investors. These shares of Common Stock were held in an account established by the investment member of Investors.
(2)	These shares of Common Stock are held in an account established by the investment member of Investors.
(3)	In connection with a portfolio rebalancing, 3,411,469 shares of Common Stock were transferred from an account established by the investment member of Investors to ESL Partners, L.P. ("Partners") and an aggregate amount of $466,654,843 was transferred from Partners to an account established by the investment member of Investors. This rebalancing resulted in an increased pecuniary interest in shares of Common Stock by RBS, ESL Investments, Inc. and Edward S. Lampert.
(4)	These shares of Common Stock are held by Partners.
(5)	These shares of Common Stock are held by RBS.
(6)	These shares of Common Stock are held by ESL Institutional Partners, L.P. ("Institutional").
(7)	These shares of Common Stock are held by CRK Partners, LLC ("CRK LLC").
(8)	These shares of Common Stock are held by ESL Investment Management, L.P. ("Investment Management").
(9)	The transactions reported herein did not change the aggregate number of 65,638,961 shares of Common Stock that may be deemed to be beneficially owned by Edward S. Lampert, ESL Investments, Inc., RBS, Investors, Partners, Institutional, RBS Investment Management, LLC, CRK LLC and Investment Management.
Remarks: Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting  Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of his or its  pecuniary interest therein.  Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that  the any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any  securities reported herein in excess of such amount.

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