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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * CHADEN LEE A   2. Issuer Name and Ticker or Trading Symbol LEE SARA CORP [SLE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) THREE FIRST NATIONAL PLAZA, 70 W. MADISON STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/19/2006 (Street) CHICAGO, IL 60602-4260 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price common stock 01/19/2006   M   56,882 (1) A $ 18.935 172,412 D   common stock 01/19/2006   F   18,043 (2) D $ 18.935 154,369 (3) D   common stock               903 I By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

phantom stock

(4)

01/19/2006

M

56,882 (5) (6)

01/19/2006

01/19/2006

common stock

56,882

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CHADEN LEE A THREE FIRST NATIONAL PLAZA 70 W. MADISON STREET CHICAGO, IL 60602-4260			Executive Vice President

Signatures

/s/ Helen N. Kaminski For Lee A. Chaden pursuant to power of attorney previously filed.		01/19/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents the settlement of phantom stock units in the Sara Lee Corporation Executive Deferred Compensation Plan into shares of Sara Lee common stock on a one-for-one basis.
(2)	Represents shares of common stock withheld by Sara Lee to satisfy the reporting person's tax liability incurred upon the settlement of phantom stock units.
(3)	Includes 115,430 restricted stock units that may be settled only for shares of common stock. Restricted stock units generally vest one to five years after the grant date and, upon vesting, are convertible into shares of common stock on a one-for-one basis.
(4)	The phantom stock units are being converted into shares of Sara Lee common stock on a one-for-one basis.
(5)	Includes 3,117 share units credited to the reporting person's deferred compensation account pursuant to the reinvestment of accrued dividends equivalents.
(6)	Represents the settlement of the reporting person's account balance in the Sara Lee Corporation Executive Deferred Compensation Plan in shares of Sara Lee common stock.

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