UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

SEARS HOLDINGS CORPORATION

(Exact name of registrant as specified in charter)

Delaware		000-51217		20-1920798
(State or Other Jurisdiction		(Commission File Number)		(IRS Employer
of Incorporation)				Identification No.)
3333 Beverly Road
Hoffman Estates, Illinois				60179
(Address of principal executive offices)				(Zip code)

Registrant’s telephone number, including area code: (847) 286-2500

(Former name or former address, if changed since last report): Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Section 2 —		Financial Information
Item 2.02.		Results of Operations and Financial Condition.
		On May 18, 2006, the Registrant issued a press release regarding its first quarter 2006 earnings. The press release is attached hereto as Exhibit 99.1.
Section 9 —		Financial Statements and Exhibits

Item 9.01		Financial Statements and Exhibits.
		(c) Exhibits
		Exhibit 99.1 — Press release dated May 18, 2006, 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.

Date: May 18, 2006

Exhibit Index

99.1		Press release dated May 18, 2006.