Item 1.

	(a)		Name of Issuer
			Kmart Holding Corporation
	(b)		Address of Issuer’s Principal Executive Offices
	3100		West Big Beaver Road, Troy, MI 48084

Item 2.

      (a) Name of Person Filing

     Timothy R. Barakett

     (b) Address of Principal Business Office or, if none, Residence

     152 West 57th Street, 45th Floor, New York, New York 10019

     (c) Citizenship

     Canada

     (d) Title of Class of Securities

     Common Stock, $.01 Par Value (the “Common Stock”)

     (e) CUSIP Number

     49878015

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

     Not applicable.

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.

	(a)		Amount beneficially owned: 5,012,131
	(b)		Percent of class: 5.59%
	(c)		Number of shares as to which the person has:

	(i)		Sole power to vote or to direct the vote: 5,012,131
	(ii)		Shared power to vote or to direct the vote:
	(iii)		Sole power to dispose or to direct the disposition of: 5,012,131
	(iv)		Shared power to dispose or to direct the disposition of:

Note 1: Mr. Barakett is the Chairman and Chief Executive Officer of Atticus Capital, L.L.C., a Delaware limited liability company (“Atticus Capital”), and Atticus Management, Ltd., an international business company organized under the laws of the British Virgin Islands (“Atticus Management”). Atticus Capital and

1

Atticus Management, together with certain of their affiliated entities (collectively, the “Atticus Entities”) act as advisers for various investment funds (the “Funds”) and managed accounts (the “Accounts”). Based on his relationship with the Atticus Entities, Mr. Barakett is deemed to be a beneficial owner of the Common Stock owned by the Funds and the Accounts for purposes of Section 13(d).

Note 2: 2,037,000 of the amount of shares beneficially owned represents shares which may be acquired upon exercise of options.

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 [ ].

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

     See Note 1 above in Item 4. The Funds and Accounts have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock that is deemed to be beneficially owned by Mr. Barakett.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

     Not applicable.

Item 8. Identification and Classification of Members of the Group

     Not applicable.

Item 9. Notice of Dissolution of Group

     Not applicable.

Item 10. Certification

     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.