Company Name:  Sara Lee Corp.
Public Availability Date: Tuesday, July 31, 2007

Document Sections:

INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

June 12, 2007

Via Electronic Mail and UPS Overnight Courier

Office of Chief Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Re: Sara Lee Corporation-Stockholder Proposal submitted to by John Jennings Crapo

Ladies and Gentlemen:

This letter is submitted by Sara Lee Corporation, a Maryland corporation ("Sara Lee"), pursuant to Rule 14a-8(j) of the Securities Exchange Act of 1934, as amended, to notify the Securities and Exchange Commission (the "Commission") of Sara Lee's intention to exclude from its proxy statement for its 2007 annual meeting of stockholders (the "Proxy Statement") the supporting statement (the "Supporting Statement") to a stockholder proposal submitted by John Jennings Crapo (the "Proponent"). Sara Lee requests confirmation that the staff of the Division of Corporation Finance will not recommend that the Commission take enforcement action if Sara Lee excludes the Supporting Statement from its Proxy Statement for the reasons set forth below. A photocopy of the Proponent's letter dated December 25, 2006 submitting the stockholder proposal and the Supporting Statement, in the form received by Sara Lee, is attached as Exhibit A.

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 warming 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 "shareholder topics" 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). Sara Lee believes that it may omit the Supporting Statement in its entirety 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 to stockholders.

The Proponent's proposal requests that Sara Lee "publish in the next successive proxy statement a complete report on laws, rules and regulations and other procedures regarding the process of shareholder proposals and legal implications of them;" however, the Supporting Statement does not coherently explain, advocate for or provide any arguments in support of the proposal. Instead, the Supporting Statement consists of random statements with seemingly no connection to the subject matter of the proposal. The inclusion of these materials to "support" Proponent's request for a report "on laws, rules and regulations and other procedures regarding the process of shareholder proposals and legal implications of them" would be materially misleading to the readers of the Proxy Statement and would violate Rule 14a-9.

Conclusion

For the reasons set forth above, Sara Lee intends to exclude the entire Supporting Statement from the Proxy Statement. Sara Lee respectfully requests that the staff of the Division of Corporation Finance confirm that it will not recommend that the Commission take enforcement action if Sara Lee omits the Supporting Statement from the Proxy Statement.

If you have any questions regarding this matter or desire additional information, please contact me at (630) 598-8564. Should the staff disagree with Sara Lee'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.

Very truly yours,

/s/

Helen N. Kaminski
Assistant General Counsel, Corporate&Securities

Attachment

Cc: Roderick A. Palmore
John J. Crapo

[APPENDIX]

Exhibit A This graphic not available in DOS This graphic not available in DOS This graphic not available in DOS This graphic not available in DOS

[STAFF REPLY LETTER]

July 31, 2007

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Sara Lee Corporation

Incoming letter dated June 12, 2007

The proposal requests that the board publish in the next successive proxy statement a complete report on the laws, rules, and regulations and other procedures regarding the process of shareholder proposals and legal implications of them.

We are unable to concur in your view that Sara Lee may exclude the entire supporting statement under rule 14a-8(i)(3). There appears to be some basis for your view, however, that portions of the supporting statement may be materially false or misleading under rule 14a-9. In our view, the discussion that begins "Shareholder proponent has done..." and ends "...of the book" must be deleted. Accordingly, we will not recommend enforcement action to the Commission if Sara Lee omits only these portions of the supporting statement from its proxy materials in reliance on rule 14a-8(i)(3).

Sincerely,

/s/

Tamara M. Brightwell
Special Counsel