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) December 4, 2000


                            SARA LEE CORPORATION
              ------------------------------------------------
             (Exact name of registrant as specified in charter)


    MARYLAND                       1-3344                  36-2089049
   -------------------------------------------------------------------------
 (State or other jurisdiction   (Commission             (I.R.S. Employer
  of incorporation)              File Number)           Identification Number)


    Suite 4600, Three First National Plaza, Chicago, Illinois 60602-4260
    --------------------------------------------------------------------
            (Address of principal executive offices)          (Zip Code)


      Registrant's telephone number, including area code: 312/726-2600
                                                         -------------



Item 2.  Acquisition or Disposition of Assets.

         On December 4, 2000, Sara Lee Corporation (the "Company")
completed the sale of all of the outstanding common stock of PYA/Monarch,
Inc., a Maryland corporation ("PYA"), to JP Foodservice Distributors, Inc.,
a Delaware corporation ("JP") and a wholly-owned subsidiary of Koninklijke
Ahold N.V. ("Ahold"). The gross proceeds from the sale were approximately
$1.56 billion in cash. JP was successor to US Foodservice (also a wholly-
owned subsidiary of Ahold) under the purchase agreement providing for
the transaction. As part of the sale, the Company also sold all of the
outstanding common stock of each of D.Canale Food Services, Inc., a
Tennessee corporation, Kesterson Companies, Inc., a Tennessee corporation,
and Kesterson Food Company, Inc. a Tennessee corporation, which were
wholly-owned subsidiaries of the Company in the same business as PYA.

         In connection with the transaction, the Company entered into a
multi-year supply agreement between the Company's U.S. food and beverage
manufacturing operations and Ahold's U.S. foodservice operations. Ahold is
a major customer of the Company's U.S. food and beverage manufacturing
operations.

         The Company presently intends to use the net proceeds of the sale
to fund repurchases of its outstanding common stock, to repay outstanding
indebtedness and for general corporate purposes, including possible future
acquisitions.

         Forward-Looking Statements: This report contains certain
forward-looking statements concerning the Company's use of the sales
proceeds. These forward-looking statements are based on currently available
financial and economic data and management's views and assumptions
regarding future events. Such forward-looking statements are inherently
uncertain, and investors must recognize that actual results may differ from
those expressed or implied in the forward-looking statements. Consequently,
the Company wishes to caution readers not to place undue reliance on any
forward-looking statements.


                                 SIGNATURES

         Pursuant to the requirement of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                      SARA LEE CORPORATION
                                      (Registrant)


December 19, 2000                     /s/ Wayne R. Szypulski
                                      ---------------------------
                                      Wayne R. Szypulski
                                      Vice President - Controller
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{"company-data": {"conformed-name": "LEE SARA CORP", "cik": "0000023666", "assigned-sic": "2000", "irs-number": "362089049", "state-of-incorporation": "MD", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-03344", "film-number": "791809"}, "business-address": {"street1": "THREE FIRST NATIONAL PLZ", "street2": "STE 4600", "city": "CHICAGO", "state": "IL", "zip": "60602", "phone": "3127262600"}, "mail-address": {"street1": "THREE FIRST NATL PLZ", "street2": "SUITE 4600", "city": "CHICAGO", "state": "IL", "zip": "60602"}, "former-company": [{"former-conformed-name": "CONSOLIDATED FOODS CORP", "date-changed": "19850402"}, {"former-conformed-name": "CONSOLIDATED GROCERD CORP", "date-changed": "19731220"}]}
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) December 4, 2000

                            SARA LEE CORPORATION
              ------------------------------------------------
             (Exact name of registrant as specified in charter)

    MARYLAND                       1-3344                  36-2089049
   -------------------------------------------------------------------------
 (State or other jurisdiction   (Commission             (I.R.S. Employer
  of incorporation)              File Number)           Identification Number)

    Suite 4600, Three First National Plaza, Chicago, Illinois 60602-4260
    --------------------------------------------------------------------
            (Address of principal executive offices)          (Zip Code)

      Registrant's telephone number, including area code: 312/726-2600
                                                         -------------

Item 2.  Acquisition or Disposition of Assets.

         On December 4, 2000, Sara Lee Corporation (the "Company")
completed the sale of all of the outstanding common stock of PYA/Monarch,
Inc., a Maryland corporation ("PYA"), to JP Foodservice Distributors, Inc.,
a Delaware corporation ("JP") and a wholly-owned subsidiary of Koninklijke
Ahold N.V. ("Ahold"). The gross proceeds from the sale were approximately
$1.56 billion in cash. JP was successor to US Foodservice (also a wholly-
owned subsidiary of Ahold) under the purchase agreement providing for
the transaction. As part of the sale, the Company also sold all of the
outstanding common stock of each of D.Canale Food Services, Inc., a
Tennessee corporation, Kesterson Companies, Inc., a Tennessee corporation,
and Kesterson Food Company, Inc. a Tennessee corporation, which were
wholly-owned subsidiaries of the Company in the same business as PYA.

         In connection with the transaction, the Company entered into a
multi-year supply agreement between the Company's U.S. food and beverage
manufacturing operations and Ahold's U.S. foodservice operations. Ahold is
a major customer of the Company's U.S. food and beverage manufacturing
operations.

         The Company presently intends to use the net proceeds of the sale
to fund repurchases of its outstanding common stock, to repay outstanding
indebtedness and for general corporate purposes, including possible future
acquisitions.

         Forward-Looking Statements: This report contains certain
forward-looking statements concerning the Company's use of the sales
proceeds. These forward-looking statements are based on currently available
financial and economic data and management's views and assumptions
regarding future events. Such forward-looking statements are inherently
uncertain, and investors must recognize that actual results may differ from
those expressed or implied in the forward-looking statements. Consequently,
the Company wishes to caution readers not to place undue reliance on any
forward-looking statements.

                                 SIGNATURES

         Pursuant to the requirement of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                      SARA LEE CORPORATION
                                      (Registrant)

December 19, 2000                     /s/ Wayne R. Szypulski
                                      ---------------------------
                                      Wayne R. Szypulski
                                      Vice President - Controller