Sears (SHLDQ) 8-K Kmart Announces Preliminary Footstar Settlement

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
Date of Report (Date of earliest event reported): July 8, 2005
SEARS HOLDINGS CORPORATION (Exact name of registrant as specified in charter)
Delaware (State or Other Jurisdiction of Incorporation)	000-51217 (Commission File Number)	20-1920798 (IRS Employer Identification No.)
3333 Beverly Road Hoffman Estates, Illinois (Address of principal executive offices)		60179 (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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 7 -	Regulation FD
Item 7.01	Regulation FD Disclosure.
	On July 8, 2005 the Registrant issued a press release with respect to an agreement between its subsidiary, Kmart Corporation, and Footstar, Inc. to resolve ongoing litigation regarding the agreement under which Footstar operates the footwear departments in Kmart stores. The press release is attached hereto as Exhibit 99.
Section 9 -	Financial Statements and Exhibits
Item 9.01	Financial Statements and Exhibits.
	(c) Exhibits Exhibit 99 - Press release dated July 8, 2005.

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 Vice President and Controller
Date: July 8, 2005

Exhibit Index

99 Press release dated July 8, 2005.