SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)


            INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                           PURSUANT TO RULE 13d-2(b)

                               (Amendment No. 3)



                           Sears Holdings Corporation
--------------------------------------------------------------------------------
                                (Name of Issuer)


                         Common Shares, $0.01 par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   812350106
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                               December 31, 2009
--------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)


     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

          [x]  Rule 13d-1(b)

          [ ]  Rule 13d-1(c)

          [_]  Rule 13d-1(d)
----------
(1)  The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



CUSIP No.  812350106
           ----------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Fairholme Capital Management, L.L.C.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a)  [_]
                                                                 (b)  [x]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     13,948,771

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     15,018,239*

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     15,018,239*

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     13.0%

12.  TYPE OF REPORTING PERSON

     IA

--------
*     The aggregate amount of shares beneficially owned by Fairholme Capital
      Management, L.L.C. includes 666 non-voting options convertible into 66,600
      Common Shares.


CUSIP No.  812350106
           ----------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Bruce R. Berkowitz

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a)  [_]
                                                                 (b)  [x]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     13,948,771

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     15,018,239*

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     15,018,239*

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     13.0%

12.  TYPE OF REPORTING PERSON

     IN, HC

--------
*     The aggregate amount of shares beneficially owned by Bruce R. Berkowitz
      includes 666 non-voting options convertible into 66,600 Common Shares.


CUSIP No.  812350106
           ----------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Fairholme Funds, Inc.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a)  [_]
                                                                 (b)  [x]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Maryland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     13,279,671

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     13,279,671

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     13,279,671

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     11.5%

12.  TYPE OF REPORTING PERSON

     IV



CUSIP No.   812350106
            ----------

Item 1(a).  Name of Issuer:

            Sears Holdings Corporation
            --------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:

            3333 Beverly Road, Hoffman Estates, Illinois  60179
            --------------------------------------------------------------------

Item 2(a).  Name of Person Filing:

            Fairholme Capital Management, L.L.C.
            Bruce R. Berkowitz
            Fairholme Funds, Inc.
            --------------------------------------------------------------------

Item 2(b).  Address of Principal Business Office, or if None, Residence:

            Fairholme Capital Management, L.L.C.
            4400 Biscayne Boulevard, 9th Floor
            Miami, FL 33137

            Bruce R. Berkowitz
            c/o Fairholme Capital Management, L.L.C.
            4400 Biscayne Boulevard, 9th Floor
            Miami, FL 33137

            Fairholme Funds, Inc.
            c/o Fairholme Capital Management, L.L.C.
            4400 Biscayne Boulevard, 9th Floor
            Miami, FL 33137
            --------------------------------------------------------------------

Item 2(c).  Citizenship:

            Fairholme Capital Management, L.L.C. - Delaware
            Bruce R. Berkowitz - United States of America
            Fairholme Funds, Inc. - Maryland
            --------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:

            Common Shares, $0.01 par value
            --------------------------------------------------------------------

Item 2(e).  CUSIP Number:

            812350106
            --------------------------------------------------------------------

Item 3.     If This Statement  is Filed  Pursuant to  Rule 13d-1(b), or 13d-2(b)
            or (c), Check Whether the Person Filing is a:

     (a)  [_]  Broker or dealer registered under Section 15 of the Exchange Act.

     (b)  [_]  Bank as defined in Section 3(a)(6) of the Exchange Act.

     (c)  [_]  Insurance  company as defined in Section 3(a)(19) of the Exchange
               Act.

     (d)  [x]  Investment  company  registered under Section 8 of the Investment
               Company Act.

     (e)  [x]  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

     (f)  [_]  An employee  benefit plan or endowment  fund in  accordance  with
               Rule 13d-1(b)(1)(ii)(F);

     (g)  [x]  A parent  holding  company or control  person in accordance  with
               Rule 13d-1(b)(1)(ii)(G);

     (h)  [_]  A savings  association  as defined in Section 3(b) of the Federal
               Deposit Insurance Act;

     (i)  [_]  A  church  plan  that  is  excluded  from  the  definition  of an
               investment  company  under  Section  3(c)(14)  of the  Investment
               Company Act;

     (j)  [_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

15,018,239 Common Shares of Sears Holdings Corporation are owned, in the
aggregate, by various investment vehicles managed by Fairholme Capital
Management, L.L.C. ("FCM")of which 13,279,671 shares are owned by Fairholme
Funds, Inc. Because Mr. Berkowitz, in his capacity as the Managing Member of FCM
or as President of Fairholme Funds, Inc., has voting or dispositive power over
all shares beneficially owned by FCM, he is deemed to have beneficial ownership
of all such shares so reported herein.

While the advisory relationship causes attribution to Bruce Berkowitz, Fairholme
Funds, Inc. or FCM of certain indicia of beneficial ownership for the limited
purpose of this Schedule 13G, Bruce Berkowitz, Fairholme Funds, Inc. and FCM
hereby disclaim ownership of these shares for purposes of interpretations under
the Internal Revenue Code of 1986, as amended, or for any other purpose, except
to the extent of their pecuniary interest.

     (a)   Amount beneficially owned:

           Fairholme Capital Management, L.L.C.: 15,018,239
           Bruce R. Berkowitz: 15,018,239
           Fairholme Funds, Inc.: 13,279,671
           ---------------------------------------------------------------------

     (b)   Percent of class:

           Fairholme Capital Management, L.L.C.: 13.0%
           Bruce R. Berkowitz: 13.0%
           Fairholme Funds, Inc.: 11.5%
           ---------------------------------------------------------------------

     (c)   Number of shares as to which such person has:

           (i)   Sole power to vote or to direct the vote

                 Fairholme Capital Management, L.L.C.: 0
                 Bruce R. Berkowitz: 0
                 Fairholme Funds, Inc.: 0
                 ---------------------------------------------------------------

           (ii)  Shared power to vote or to direct the vote

                 Fairholme Capital Management, L.L.C.: 13,948,771
                 Bruce R. Berkowitz: 13,948,771
                 Fairholme Funds, Inc.: 13,279,671
                 ---------------------------------------------------------------

           (iii) Sole power to dispose or to direct the disposition of

                 Fairholme Capital Management, L.L.C.: 0
                 Bruce R. Berkowitz: 0
                 Fairholme Funds, Inc.: 0
                 ---------------------------------------------------------------

           (iv)  Shared power to dispose or to direct the disposition of

                 Fairholme Capital Management, L.L.C.: 15,018,239
                 Bruce R. Berkowitz: 15,018,239
                 Fairholme Funds, Inc.: 13,279,671
                 ---------------------------------------------------------------

Item 5.  Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ].

         N/A
         -----------------------------------------------------------------------

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified.  A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

         N/A
         -----------------------------------------------------------------------

Item 7.  Identification and  Classification of the Subsidiary Which Acquired the
         Security  Being  Reported on by the Parent  Holding  Company or Control
         Person.

     If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary.  If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.

         N/A
         -----------------------------------------------------------------------

Item 8.  Identification  and  Classification  of Members of the Group.

     If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.

         N/A
         -----------------------------------------------------------------------

Item 9.  Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity.  See Item 5.

         N/A
         -----------------------------------------------------------------------

Item 10. Certifications.

     By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.






                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true, complete and
correct.


                                                  February 16, 2010
                                               -----------------------
                                                        (Date)


                              Fairholme Capital Management, L.L.C.*
                              -----------------------------------------------

                              /s/ Kathryn Battistella (Attorney-in-fact)
                              -----------------------------------------------
                              Name: Kathryn Battistella


                              Bruce R. Berkowitz*
                              -----------------------------------------------

                              /s/ Kathryn Battistella (Attorney-in-fact)
                              -----------------------------------------------
                              Name: Kathryn Battistella


                              Fairholme Funds, Inc.
                              -----------------------------------------------

                              By: Fairholme Capital Management, L.L.C.
                                    Investment Manager

                              /s/ Kathryn Battistella (Attorney-in-fact)
                              -----------------------------------------------
                              Name: Kathryn Battistella

* The Reporting Persons disclaim beneficial ownership in the securities reported
herein, except to the extent of his or its pecuniary interest therein.


                                                                       Exhibit A

                                   AGREEMENT

The undersigned agree that this Schedule 13G Amendment dated February 16, 2010
relating to the Common Shares, par value $0.01 per share, of Sears Holdings
Corporation, shall be filed on behalf of the undersigned.

                              Fairholme Capital Management, L.L.C.
                              -----------------------------------------------

                              /s/ Kathryn Battistella (Attorney-in-fact)
                              -----------------------------------------------
                              Name: Kathryn Battistella


                              Bruce R. Berkowitz
                              -----------------------------------------------

                              /s/ Kathryn Battistella (Attorney-in-fact)
                              -----------------------------------------------
                              Name: Kathryn Battistella


                              Fairholme Funds, Inc.
                              -----------------------------------------------

                              By: Fairholme Capital Management, L.L.C.
                                    Investment Manager

                              /s/ Kathryn Battistella (Attorney-in-fact)
                              -----------------------------------------------
                              Name: Kathryn Battistella


                                                                       Exhibit B

                           LIMITED POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kathryn Battistella, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his capacity
as Managing Member of Fairholme Capital Management, LLC, for the sole purpose of
signing on his behalf any and all Regulatory Filings under the Securities Act of
1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940
and any amendments and supplements thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to accomplish the above, as fully as to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, and may lawfully do or cause to be done by
virtue hereof. This Power of Attorney shall continue effective until revoked by
me at any time.

Dated this 9th day of February, 2010.


/s/ Bruce R. Berkowitz
--------------------------------
Bruce R. Berkowitz
Fairholme Capital Management, LLC
Managing Member

SK 22146 0001 1070104