Item  2.02.

   Results of Operations and Financial Condition.
  On February 28, 2008, the Registrant issued a press release regarding its fourth quarter 2007 earnings. The press release is attached hereto as Exhibit 99.1.

Section 7 -

   Regulation FD

Item 7.01

   Regulation FD Disclosure.
  On February 28, 2008 the Chairman of the Registrant issued a letter to shareholders. The letter will be available on the Registrant’s website, www.searsholdings.com, and is attached hereto as Exhibit 99.2.

Section 9 -

   Financial Statements and Exhibits

Item 9.01

   Financial Statements and Exhibits.
  (d) Exhibits
  Exhibit 99.1 – Press release dated February 28, 2008, furnished pursuant to Item 2.02.
  Exhibit 99.2 – Letter from the Chairman dated February 28, 2008, furnished pursuant to Item 7.01.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    SEARS HOLDINGS CORPORATION
  By:  

/s/ William K. Phelan

    William K. Phelan
    Senior Vice President, Controller and Treasurer
Date: February 28, 2008    

Exhibit Index

 

99.1 Press release dated February 28, 2008.

 

99.2 Letter from the Chairman dated February 28, 2008.