Form 4 SEARS HOLDINGS CORP For: May 30 Filed by: MNUCHIN STEVEN T (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

MNUCHIN STEVEN T

(Last)

(First)

(Middle)

C/O DUNE CAPITAL MANAGEMENT LP, 623 FIFTH AVENUE, 30TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	05/30/2008		J⁽¹⁾		75,000	D	$ 0	0	I	Corporation ⁽¹⁾ ⁽⁹⁾
Common Shares								200	I	Trust ⁽²⁾ ⁽⁷⁾ ⁽⁹⁾
Common Shares								200	I	Custodial Account ⁽³⁾ ⁽⁷⁾ ⁽⁹⁾
Common Shares								200	I	Custodial Account ⁽⁴⁾ ⁽⁷⁾ ⁽⁹⁾
Common Shares								250,000	I	LLC ⁽⁵⁾ ⁽⁷⁾ ⁽⁸⁾
Common Shares								8,000	I	Trust ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾
Common Shares								8,000 ⁽⁷⁾ ⁽⁸⁾	D

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

1. Mr. Mnuchin has not sold the reported securities, but has distributed them in kind to the unaffiliated beneficial owner of WTA Dune Limited, a private investment account managed by Mr. Mnuchin. Mr. Mnuchin disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

2. The reported securities are held by a family trust, Robert Mnuchin Trustee fbo Emma Mnuchin, the beneficial interests of which are owned by members of Mr. Mnuchin's immediate family.

3. The reported securities are held by a family custodial account, Heather Mnuchin as custodian for Dylan Mnuchin, the beneficial interests of which are owned by members of Mr. Mnuchin's immediate family.

4. The reported securities are held by a family custodial account, Heather Mnuchin as custodian for John Player Mnuchin, the beneficial interests of which are owned by members of Mr. Mnuchin's immediate family.

5. The reported securities are held by Dune Capital, a private investment fund controlled by Mr. Mnuchin. Mr. Mnuchin disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

6. The reported securities are held by the Steven T. Mnuchin 2002 Family Trust, the beneficial interests of which are owned by members of Mr. Mnuchin's immediate family.

7. The reported securities exclude (1) 200 common shares held by the Trust fbo Michael Paul Mortara 1992, (2) 200 common shares held by the Trust fbo Matthew Peter Mortara 1992, (3) 14,800 common shares held by the Virginia Mortara 2007 Annuity Trust, and (4) 16,000 common shares held by the Mortara Trust U Article 6th. Mr. Mnuchin acts as trustee for each of these trusts and has no pecuniary interest in the holdings or transactions of such trusts.

8. The reported securities were previously reported on Form 4 filed on September 22, 2005.

9. The reported securities were previously reported on Form 4 filed on August 16, 2007.

	/s/ Dorian R. Williams, as attorney-in-fact	06/03/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-24.

rrd186862_211280.html

EXHIBIT 24

LIMITED POWER OF ATTORNEY 

The undersigned hereby constitutes and appoints each of Joshua P. Eaton, William R. Harker, Emily
A. Sturges and Dorian R. Williams, with full power to each of them to act alone, as his true and 
lawful attorney-in-fact to:

(1) execute and file in the name and on behalf of the undersigned Forms 3, 4 and 5 
pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary 
or desirable to complete the execution of any such Form 3, 4 or 5 and the timely filing of such 
form with the United States Securities and Exchange Commission, the NASDAQ Stock Market, or 
otherwise; and

(3) take any other action of any type whatsoever in connection with the foregoing which such 
attorney-in-fact in his or her sole discretion determines may be of benefit to, in the best 
interest of, or legally required by, the undersigned, it being understood that the documents 
executed by such attorney-in-fact on behalf of the undersigned pursuant to the Power of Attorney 
shall be in such form and shall contain such terms and conditions as such attorney-in-fact may 
approve in his or her discretion.

Until such time as the undersigned is no longer subject to the obligations imposed by Section 16, 
the undersigned hereby grants to each such attorney-in-fact full power and authority to do and 
perform each and every act and thing whatsoever which such attorney-in-fact in his or her sole 
discretion determines to be necessary or appropriate to be done in the exercise of any of the 
rights and powers herein granted, with full power of substitution or resubstitution, hereby 
ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, 
shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and 
powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in 
serving in such capacity at the request of the undersigned, are not assuming any of the 
undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 
and shall have no liability with respect thereto.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 
2nd day of June, 2008.


/s/ Steven T. Mnuchin
Steven T. Mnuchin

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