Company Name: Sara Lee Corp.
Public Availability Date: March 31, 2004

Document Sections:

INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

March 11, 2004

By Federal Express

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Attention: Division of Corporation Finance

Office of Chief Counsel

Re: Sara Lee CorporationStockholder Proposal submitted to by John Jennings Crapo

Ladies and Gentlemen:

This letter is submitted by Sara Lee Corporation, a Maryland corporation (the "Company"), pursuant to Rule 14a-8(j) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company is filing with the Securities and Exchange Commission (the "Commission") six (6) copies of this letter and a proposed stockholder resolution and supporting statement submitted to the Company by John Jennings Crapo (the "Proponent") by letter dated January 30, 2004. The proposed stockholder resolution and supporting statement as received by the Company (including all attachments) is attached as Exhibit A.

The Company intends to exclude the Proponent's supporting statement (the "Supporting Statement") from the Company's proxy statement for its 2004 annual meeting of stockholders (the "Proxy Statement") pursuant to Rule 14a-8(i)(3) of the Exchange Act. The Company respectfully requests the staff's concurrence that the Commission will not recommend enforcement action if the Company excludes the entire Supporting Statement from the Proxy Statement.

Grounds for Omission under Rule 14a-8(i)(3)

Rule 14a-8(i)(3) permits a proposal or supporting statement to be excluded from proxy materials if the proposal or the supporting statement "is contrary to any of the Commission's proxy rules, including Rule 14a-9, which prohibits materially false or misleading statements in proxy soliciting materials." The Commission repeatedly has permitted the exclusion of supporting statements (or portions thereof) that were confusing and misleading to stockholders because they were unrelated and irrelevant to the subject matter of the proposal. See Unocal Corporation (March 7, 1996) (statements about Unocal's operations in Myanmar were unrelated to a proposal to restrict a former CEO from serving as Chairman); Exxon-Mobil Corporation (March 27, 2002) (statements about global warning were irrelevant to a proposal requesting consideration of social and environmental factors in setting executive compensation); Freeport-McMoRan Copper & Gold Inc. (February 22, 1999) (portions of supporting statement describing "shareholdertopics" were unrelated to a proposal requesting declassification of the Board); Boise Cascade Corporation (January 23, 2001) (statements regarding environmental and other issues were unrelated to a proposal to separate the roles of Chairman and CEO). The Company believes that it may omit the Supporting Statement from the Proxy Statement pursuant to Rule 14a-8(i)(3) because the Supporting Statement is irrelevant to the proposal and is so vague, indefinite and confusing that it would be misleading.

The Proponent's proposal requests that the Company publish in its annual proxy statement a report describing charitable contributions made by the Company during the past calendar year; however, the Proponent provides no supporting information as to why this proposal should be adopted. The Supporting Statement, which is over 300 pages long, does not explain, advocate for or provide any arguments in support of the proposalin fact, the Supporting Statement contains virtually no reference to the charitable contributions report that is requested in the proposal. Instead, the Supporting Statement consists almost entirely of photocopied itemsprimarily newspaper articles on a variety of unrelated topics (such as the weather in the Boston area, obituaries, and local and national political and social issues), but also product wrappers, used train tickets, postcards, maps, menus, receipts of purchases, the Proponent's selective service registration card and even a Russian passport of an unidentified woman. These photocopied materials are completely irrelevant to the subject matter of the proposal. The inclusion of these materials to "support" Proponent's request for a report on the Company's charitable contributions would be materially misleading to the readers of the Proxy Statement and would violate Rule 14a-9.

In addition to being irrelevant and materially misleading, the Proponent has not provided any evidence that he has obtained permission from the copyright owners to include in the Proxy Statement the photocopied articles contained in the Supporting Statement. The Supporting Statement contains full articles, excerpts of articles and sometimes only photographs, often without complete attribution to the author or photographer. If the Company were to reproduce and distribute the photocopied materials, as requested by the Proponent, the Company could be liable for infringing the intellectual property rights of third parties. Accordingly, the Company believes that including the Supporting Statement in the Proxy Statement would be contrary to the Commission's proxy rules.

The Company also notes that the stockholder proposal and the Supporting Statement greatly exceed the 500-word limitation of Rule 14a-8(d). Staff Legal Bulletin No. 14, published on July 13, 2001, states the Commission's long-standing practice of permitting a stockholder proponent to revise a proposal or supporting statement if the revisions "are minor in nature and do not alter the substance of the proposal." The Bulletin notes, however, that "when a proposal and supporting statement will require detailed and extensive editing in order to bring them into compliance with the proxy rules, [the staff] may find it appropriate for companies to exclude the entire proposal, supporting statement, or both, as materially false or misleading." The Company does not believe that any revision of the Supporting Statement's over 300 pages of photocopied materials would yield a statement that would be appropriate for inclusion in the Proxy Statement. Any attempt by the Proponent to appropriately revise the Supporting Statement necessarilywould require detailed and extensive modifications that would alter the substance of the statement. For this reason, the Company does not believe that the Proponent should be provided with an opportunity to revise the Supporting Statement in an attempt to bring it into compliance with Rule 14a-8.

Conclusion

For the reasons set forth above, the Company intends to exclude the entire Supporting Statement from the Proxy Statement. The Company respectfully requests that the staff confirm that the Commission will not recommend enforcement action if the Company omits the Supporting Statement from the Proxy Statement.

If you have any questions regarding this matter or desire additional information, please contact me at (312) 558-8564. Should the staff disagree with the Company's conclusions as set forth in this letter, I respectfully request the opportunity to confer with the staff prior to the staff making its final determination.

To acknowledge your receipt of this letter, please date-stamp the attached copy of this letter and returning it in the enclosed self-addressed postage prepaid envelope.

Very truly yours,

/s/

Helen N. Kaminski
Assistant General Counsel, Corporate & Securities
Attachments

Cc: Roderick A. Palmore
John J. Crapo

[STAFF REPLY LETTER]

March 31, 2004

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Sara Lee Corporation

Incoming letter dated March 11, 2004

The proposal recommends that Sara Lee's proxy statement contain information described in the proposal regarding Sara Lee's charitable donations program.

There appears to be some basis for your view that Sara Lee may exclude the entire supporting statement under rule 14a-8(i)(3). Accordingly, we will not recommend enforcement action to the Commission if Sara Lee omits the entire supporting statement from its proxy materials in relief on rule 14a-8(i)(3).

Sincerely,

/s/

Lesli L. Sheppard-Warren
Attorney-Advisor