Item  2.02.

   Results of Operations and Financial Condition.
  On May 29, 2008, the Registrant issued a press release regarding its first quarter 2008 earnings. The press release is attached hereto as Exhibit 99.1.
Section 9 -   Financial Statements and Exhibits

Item 9.01

   Financial Statements and Exhibits.
  (d) Exhibits
  Exhibit 99.1 – Press release dated May 29, 2008, furnished pursuant to Item 2.02.

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: May 29, 2008     

Exhibit Index

 

99.1

    Press release dated May 29, 2008.