<PAGE>   1
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  FORM 10-K


X   ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
--  OF 1934
For the fiscal year ended January 29, 1997

       or

--  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________.

Commission File No. 1-327


                               KMART CORPORATION
                               -----------------
           (Exact name of registrant as specified in its charter)

                     Michigan                               38-0729500
-------------------------------------------------------------------------------
         (State or other jurisdiction of                 (I.R.S. Employer
          incorporation or organization)                Identification No.)

    3100 West Big Beaver Road - Troy, Michigan                 48084
--------------------------------------------------  ---------------------------
     (Address of principal executive offices)               (zip code)

Registrant's telephone number, including area code        (810) 643-1000
                                                          --------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE SECURITIES EXCHANGE ACT
OF 1934:


                                              Name of each Exchange
     Title of each class                       on which registered
-----------------------------         ---------------------------------------
Common Stock, $1.00 par value         New York, Pacific and Chicago Exchanges

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE SECURITIES EXCHANGE ACT
OF 1934:  None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.    YES  X    NO
                                                      ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [  ]

The aggregate market value of voting stock including common stock, held by
non-affiliates of the registrant on March 26, 1997 was $6,128,980,942.  The
market value of the common stock is based on the closing price on the New
York Stock Exchange on such date.

As of March 26, 1997, 485,463,837 shares of Common Stock of the Registrant,
held by 96,123 shareholders, were outstanding.

Portions of the Registrant's 1996 Annual Report to Shareholders are
incorporated by reference into Parts I, II and IV of this report.  Portions
of the Registrant's Preliminary Proxy Statement dated April 14, 1997 in
connection with the 1997 Annual Meeting of Stockholders are incorporated by
reference into Part III of this report.



<PAGE>   2

                                     PART I
Item 1.  Business

     History

     Kmart Corporation ("Kmart", or the "Registrant"), one of the world's 
largest mass merchandise retailers, was incorporated under the laws of the 
State of Michigan on March 9, 1916, as the successor to the business developed
by its founder, S. S. Kresge, who opened his first store in 1899.  After
operating Kresge department stores for over 45 years, the Kmart store program
commenced with the opening of the first Kmart store in March 1962.

     U.S. General Merchandise Operations

     The dominant portion of the Registrant's operations is in a single
industry: general merchandise retailing through the operation of a chain
of 2,134  Kmart discount stores with locations in each of the 50 United
States, Puerto Rico, the U.S. Virgin Islands and Guam, including 96
Super Kmart Centers, all in the United States, at January 29, 1997.
Kmart's general merchandise retail operations are located in 311 of the
316  Metropolitan Statistical Areas (MSAs) in the United States.  In
addition, Kmart stores occupy each of the three MSAs in Puerto Rico.
Kmart stores are generally one-floor, free-standing units.  Traditional
Kmart general merchandise stores range from 40,000 to 120,000 square
feet with the majority of stores which have been modernized in the range
of 85,000 to 120,000 square feet.  Kmart's new high frequency format was
rolled out to 152 stores in 1996. This format emphasizes consumables and
convenience. It is the Registrant's plan, if performance meets
expectations, to refurbish as many as 450 stores per year for the next
three years to this format. Super Kmart Centers range from 135,000 to
194,000 square feet and feature a full line of general merchandise and
groceries as well as a variety of ancillary services including video
rentals, dry cleaning, hair care, optical and floral shops.  Full-size
stores operate in the most densely populated urban areas and are
geographically located to increase customer awareness and maximize
customer convenience and accessibility.

     International General Merchandise Operations

     Kmart Canada Co. - At January 29, 1997, Kmart Canada operated 123
Kmart stores located in all ten provinces.  The Kmart stores in Canada
range in size from 45,000 to 97,000 square feet and offer a wide variety
of general merchandise at discount prices.

     Mexico - In 1993, Kmart entered into a joint venture with El Puerto
de Liverpool, S.A. de C.V. to build and operate grocery and general
merchandise stores in Mexico that are patterned after the Super Kmart
Centers in the United States.   At January 29, 1997, the joint venture
company operated four stores in Mexico. In February 1997, Kmart entered
into an agreement with Controladora Comercial Mexicana, S.A. de C.V.
("CCM") for the purchase of Kmart's interest in the joint venture. Under
the terms of the agreement CCM purchased Kmart's interest for
approximately $74 million, which approximated book value, and assumed
the Registrants operations in Mexico. The transaction was concluded
March 26, 1997.

     Singapore - In 1993, Kmart entered into a joint venture with Metro
(Private) Limited to open and operate Kmart stores in Singapore. In
August 1996, the joint venture discontinued Kmart store operations in
Singapore.

     Information regarding the Registrant's analysis of consolidated
operations appearing in the "Management's Discussion and Analysis of
Results of Operations and Financial Condition" on pages 18 through 20 of
the Registrant's 1996 Annual Report to Shareholders, is incorporated
herein by reference.

     Information regarding the Registrant's discontinued operations and
dispositions appearing in Note 3 of the "Notes to Consolidated Financial
Statements" on page 27 of the Registrant's 1996 Annual Report to
Shareholders, is incorporated herein by reference.

     Sales of merchandise through Traditional Kmart and Super Kmart
Centers is the only significant industry segment of which the Registrant
is part. Reference is made to the financial information incorporated by
reference in this report for the results of the Company's operations.






                                       2

<PAGE>   3



     Competition

     Kmart is one of the world's largest mass merchandise retailers and
has several major competitors on a national level, including
Dayton-Hudson's Target stores, J.C. Penney, Sears and Wal-Mart, and many
competitors on a local level which compete with Kmart's individual
stores.  Success in the competitive market is based on factors such as
price, quality, service, product mix and convenience.


     Seasonality

     The Registrant's business is highly seasonal and depends to a
significant extent on the results of operations for the last quarter of
the fiscal year.

     Credit Sales

     In March 1996, the Registrant launched a brand new private label
Kmart Credit Card through Beneficial National Bank USA ("BNB USA"), a
unit of Beneficial Corporation. Substantially all the Registrant's
stores accept major bank credit cards as payment for merchandise.

     Employees

     The Registrant employed approximately 265,000 persons as of January
29, 1997.

     Effect of Compliance with Environmental Protection Provisions

     Compliance with federal, state and local provisions which have been
enacted or adopted regulating the discharge of materials into the
environment, or otherwise relating to the protection of the environment,
has not had, and is not expected to have, a material effect on capital
expenditures, earnings or the competitive position of the Registrant and
its subsidiaries.

Item 2.  Properties

     At January 29, 1997, the Registrant, its subsidiaries and the joint
ventures to which it is a party, operated a total of 2,261 general
merchandise stores: 2,134 in the United States, Puerto Rico, the U.S.
Virgin Islands and Guam, 123 in Canada and four in Mexico.  With the
exception of 118 store facilities which are either partially or wholly
owned, the Registrant leases its store facilities.

     The Registrant owns its International Headquarters and one
administrative building in Troy, Michigan and leases administrative
buildings in Royal Oak, Michigan and North Bergen, New Jersey.  The
Registrant leases 19 United States distribution and port centers for
initial terms of 10 to 30 years with options to renew for additional
terms.  In addition, the Registrant owns or leases 735 parcels not
currently used for store operations, the majority of which are rented to
others.

     Kmart Canada Co. owns its administrative facility in Brampton,
Ontario, Canada and leases 118 of its 123 store locations.  Kmart Canada
Co. also leases two of its three distribution centers.

     Kmart Mexico S.A. de C.V. leases its administrative facility in
Mexico City, Mexico and owns all four of its store locations.  Kmart
Mexico S.A. de C.V. also leases its distribution center located in
Laredo, Texas.

     On March 4, 1997 Kmart transferred to Troy CMBS Financing, Inc.,
and affiliated limited liability company, 81 store properties (the
"Properties") with a net book value of $964 million which were then
leased back to Kmart. Simultaneously with the transfer of the Properties
to Troy CMBS Property, L.L.C. (which properties are being recorded in
its name), Troy CMBS Property, L.L.C. completed a $335 million financing
secured by mortgages on the Properties. The mortgages and the mortgage
note in respect of the mortgage financing have been purchased by Kmart
CMBS Financing, Inc., a Delaware corporation affiliated with Kmart, and
assigned to the trustee of the security holders.

     The mortgage loan is subject to monthly payments of interest and
principal, according to a schedule which amortizes its initial
outstanding principal amount over approximately 15 years, an interest
rate of 7% per annum and a balloon payment of approximately $260.8
million on the scheduled maturity date in February 2002.

                                       3

<PAGE>   4



     Troy CMBS Property, L.L.C. and Kmart CMBS Financing, Inc. each
maintains a separate legal existence from that of Kmart. Neither the
assets of Troy CMBS Property L.L.C., nor the assets of Kmart CMBS
Financing, Inc., are commingled with those of Kmart. The assets of Troy
CMBS Property L.L.C. and the assets of Kmart CMBS Financing, Inc. will
not be available to satisfy the obligations of either Troy CMBS
Property, Inc. or Kmart CMBS Financing, Inc.

     A description of the Registrant's leasing arrangements, appearing
in Note 11 of the "Notes to Consolidated Financial Statements" on page
29 of the Registrant's 1996 Annual Report to Shareholders, is
incorporated herein by reference.

Item 3.  Legal Proceedings

     The Registrant and its subsidiaries are parties to a substantial
number of legal proceedings, most of which are
routine and all of which are incidental to their business.  Some matters
involve claims for large amounts of damages as well as other relief.
Although the consequences of these proceedings are not presently
determinable, in the opinion of management, they will not materially
affect the Registrant's liquidity, financial position or results of
operations.

Item 4.  Submission of Matters to a Vote of Security Holders

     Not applicable.

Executive Officers of the Registrant

     The name, position, age and a description of the business experience
for each of the executive officers of the Registrant is listed below as
of March 26, 1997.  There is no family relationship among the executive
officers and there has been no involvement in legal proceedings during
the past five years that would be material to the evaluation of the
ability or integrity of any of the executive officers.  Executive
officers of the Registrant are elected each year at the Annual Meeting of
the Board of Directors to serve for the ensuing year and until their
successors are elected and qualified.  The business experience for each
of the executive officers described below includes their principal
positions held by them since 1992.  None of the corporations or
organizations listed below is a parent, subsidiary or other affiliate of
the Registrant.

     Floyd Hall - Chairman of the Board, President and Chief Executive
Officer, 58.  
Mr. Hall joined the Registrant under his current title in June 1995.  Prior 
thereto he served concurrently as Chairman and Chief Executive Officer of The 
Museum Company, Alva Reproductions, Inc. and Glass Masters, Inc. from 1989 to 
1995.

     Warren Flick - Director, President and Chief Operating Officer, U.S.
Kmart Stores, 53.
Mr. Flick has served as an executive officer of the Registrant since 1995
and has served in his current position since November 1996. Mr. Flick
joined the Registrant as Executive Vice President, President and General
Merchandise Manager, U.S. Kmart Stores in December 1995.  Prior thereto
he was the Chairman and Chief Executive Officer of Sears de Mexico,
Sears, Roebuck & Co. from 1994 to 1995; Group Vice President, Men's,
Kids, Footwear and Home Fashions, Sears, Roebuck & Co. from 1993 to 1994;
and Group Vice President, Men's, Kids and Footwear, Sears, Roebuck & Co.
from 1992 to 1993.

     Warren Cooper - Executive Vice President, Human Resources &
Administration, 52.
Mr. Cooper joined the Registrant under his current title in March 1996.
Prior thereto he was Senior Vice President, Human Resources, General
Cable from 1995 to 1996; Vice President, Human Resources, the Sears
Merchandise Group, Sears, Roebuck & Co. from 1993 to 1995; and Vice
President, Corporate Human Resources, Sears, Roebuck & Co. from 1987 to
1993.

     Ronald J. Floto - Executive Vice President and President, Super
Kmart Centers, 54.
Mr. Floto joined the Registrant under his current title in 1994.  Prior
thereto he was the Chairman, CEO and President of Kash n' Karry Stores,
Inc. from 1988 to 1994.


                                       4

<PAGE>   5


     Donald W. Keeble - Executive Vice President, Store Operations, 48.
Mr. Keeble has served as an executive officer of the Registrant since
1989 and has served in his current position since February 1995.  Prior
thereto he held the following positions at the Registrant: Executive Vice
President, Merchandising and Operations from 1994 to 1995; and Senior
Vice President, General Merchandise Manager, Fashions from 1991 to 1994.

     Anthony N. Palizzi - Executive Vice President, General Counsel, 54.
Mr. Palizzi has served as an executive officer of the Registrant since
1985 and has served in his current position since 1992.

     Marvin P. Rich - Executive Vice President, Strategic Planning,
Finance and Administration, 51.
Mr. Rich joined the Registrant under his current title in 1994.  Prior
thereto he was Executive Vice President, Specialty Companies, Wellpoint
Health Networks/Blue Cross of California from 1992 to 1994.

     William N. Anderson - Senior Vice President and General Merchandise
Manager - Hardlines, 49.
Mr. Anderson joined the Registrant under his current title in September
1996. Prior thereto he was President and Chief Operating Officer,
Oshman's Sporting Goods, Inc. from 1994 to 1996; and Senior Vice
President and General Manager, Ames Department Stores, Inc. from 1992 to
1994.

     Andrew A. Giancamilli  - Senior Vice President, General Merchandise
Manager-Consumables and Commodities, 46.
Mr. Giancamilli joined the Registrant in 1995 as Vice President, Pharmacy
Merchandising and Operations and has served in his current position since
February 1996. Prior thereto he was President, Chief Operating Officer,
Director, Perry Drug Stores, Inc. from 1993 to 1995; and Executive Vice
President, Chief Operating Officer, Perry Drug Stores, Inc. from 1992 to
1993.

     Ernest L. Heether - Senior Vice President, Merchandise Planning and
Replenishment, 51.
Mr. Heether joined the Registrant under his current title in April 1996.
Prior thereto he served as Senior Vice President, Merchandise Operations,
Bradlees, Inc. from 1993 to 1996; and Vice President, Merchandise
Planning and Control, Caldor from 1990 to 1993.

     Paul J. Hueber - Senior Vice President, Sales and Operations, 48.
Mr. Hueber has served as an executive officer of the Registrant since
1991 and has served in his current position since 1994.  Prior thereto he
was Vice President, West/Central Region from 1991 to 1994.

     Donald E. Norman - Senior Vice President, Chief Information Officer,
60.
Mr. Norman joined the Registrant in 1995 as Divisional Vice President,
Business Process Reengineering, Merchandise Inventory Controls and has
served in his current position since December 1995.  Prior thereto he was
President, DNA, Inc. from 1994 to 1995; and Senior Vice President,
Logistics, Ames Department Stores from 1990 to 1994.

     Stephen M. Ross - Senior Vice President, General Merchandise Manager
- Softlines, 47.
Mr. Ross joined the Registrant under his current title in April 1996.
Prior thereto he was President, Phillips Van Heusen from 1993 to 1996;
and Division Vice President, Men's, Sears Roebuck and Co. from 1989 to
1993.

     William D. Underwood - Senior Vice President, Global Sourcing, 56.
Mr. Underwood has served as an executive officer of the Registrant since
1986 and has served in his current position since 1994.  Prior thereto he
was Senior Vice President, General Merchandise Manager - Hardlines from
1991 to 1994.

     Martin E. Welch III - Senior Vice President and Chief Financial
Officer, 48.
Mr. Welch joined the Registrant under his current title in December 1995.
Prior thereto he was Senior Vice President, Chief Financial Officer,
Federal-Mogul Corporation from 1991 to 1995.




                                       5

<PAGE>   6


                                    PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder
         Matters

     Information as to the market for the Registrant's common stock and
related stockholder matters, as set forth in Note 19 of the "Notes to
Consolidated Financial Statements" on page 32 of the Registrant's 1996
Annual Report to Shareholders, is incorporated herein by reference.

Item 6.  Selected Financial Data

     The "Selected Financial Data" summary, insofar as it relates to the
five fiscal years ended January 29, 1997, appearing on page 17 of the
Registrant's 1996 Annual Report to Shareholders is incorporated herein by
reference.

     Sales and comparable store statistics for the three fiscal years
ended January 29, 1997, appearing in the "Management's Discussion and
Analysis of Results of Operations and Financial Condition" on page 18 of
the Registrant's 1996 Annual Report to Shareholders, are incorporated
herein by reference.

     U.S. Kmart selling square footage for the five fiscal years ended
January 29, 1997, appearing in the "Selected Financial Data" on page 17
of the Registrant's 1996 Annual Report to Shareholders, is incorporated
herein by reference.

Item 7.  Management's Discussion and Analysis of Results of Operations
         and Financial Condition

     The information under the caption "Management's Discussion and
Analysis of Results of Operations and Financial Condition", appearing on
pages 18 through 20 of the Registrant's 1996 Annual Report to
Shareholders, is incorporated herein by reference.

     In April of 1997, discussions between the Registrant, Waban Inc. and
Leonard Green & Partners, L.P. in regard to combining Waban's Homebase
business and Builders Square were terminated. The Registrant intends to
continue to investigate alternatives for the disposition of Builders
Square.

Item 8.  Financial Statements and Supplementary Data

     The financial statements of the Registrant consisting of the
consolidated balance sheets at January 29, 1997 and  January 31, 1996 and
the related consolidated statements of operations, shareholders' equity
and cash flows for each of the three fiscal years ended January 29, 1997,
and the notes to consolidated financial statements, together with the
report of Price Waterhouse LLP, appearing on pages 21 through 32 of the
Registrant's 1996 Annual Report to Shareholders, are incorporated herein
by reference.

Item 9.  Changes in and Disagreements with Accountants on Accounting and 
         Financial Disclosure

    Not applicable.

                                   PART III



Item 10.  Directors of the Registrant

     The  information set forth under the caption "Proposal 1 - Election
of Directors" on pages 2 and 3 of the Registrant's Preliminary Proxy
Statement dated April 14, 1997 filed with the Securities and Exchange
Commission pursuant to Regulation 14A is incorporated herein by
reference.

Item 11.  Executive Compensation

     The information set forth on pages 7 through 14 of the Registrant's
Preliminary Proxy Statement dated April 14, 1997 filed with the
Securities and Exchange Commission pursuant to Regulation 14A is
incorporated herein by reference.


Item 12.  Security Ownership of Certain Beneficial Owners and Management


                                       6

<PAGE>   7


     The information set forth under the caption "Stock Ownership of
Executive Officers and Directors" on pages 5 through 6 of the
Registrant's Preliminary Proxy Statement dated April 14, 1997 filed with
the Securities and Exchange Commission pursuant to Regulation 14A is
incorporated herein by reference.


                                       7

<PAGE>   8


Item 13.  Certain Relationships and Related Transactions.

     The information set forth under the caption "Compensation of
Officers" on pages 8 through 14 of the Registrant's Preliminary Proxy
Statement dated April 14, 1997 filed with the Securities and Exchange
Commission pursuant to Regulation 14A is incorporated herein by
reference.


                                    PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

a) The following documents are filed as part of this report:

     1. Financial Statements

        The following consolidated financial statements of the Registrant are 
        incorporated herein by reference from the Registrant's 1996 Annual 
        Report to Shareholders:


<TABLE>
<CAPTION>
                                                                          Page(s) in
                                                                         Registrant's
                                                                         Annual Report
                                                                         -------------
<S>                                                                     <C>
Report of Independent Accountants                                             21

Consolidated Statements of Operations for each of the
  three fiscal years in the period ended January 29, 1997                     22

Consolidated Balance Sheets at January 29, 1997
  and January 31, 1996                                                        23

Consolidated Statements of Cash Flows for each
  of the three fiscal years in the period ended January 29, 1997              24

Consolidated Statements of Shareholders' Equity for
  each of the three fiscal years in the period ended January 29, 1997         25

Notes to Consolidated Financial Statements                               26 through 32

</TABLE>

     2. Financial Statement Schedules

        The separate financial statements and summarized financial
        information of majority-owned subsidiaries not consolidated and
        of 50% or less owned persons of the Registrant have been omitted
        because they are not required pursuant to conditions set forth
        in Rules 3-09(a), 4-08(g) and 1-02(v) of Regulation S-X.

        All  other schedules have been omitted because they are not
        applicable or the required information is shown in the
        Registrant's 1996 Annual Report to Shareholders, which is
        incorporated herein by reference.

     3. Exhibits

        See Exhibit Index included in this report.

b) Reports On Form 8-K

   The Registrant did not file a report on Form 8-K during the last quarter of 
the fiscal year ended January 29, 1997.




                                       8

<PAGE>   9


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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 on April 3, 1997.

     Each signatory hereby acknowledges and adopts the typed form of his
or her name in the electronic filing of this document with the
Securities and Exchange Commission.


                               Kmart Corporation

                               By:  Floyd Hall
                         -----------------------------
                                  (Floyd Hall)
                      Chairman of the Board, President and
                            Chief Executive Officer


                           By:  Martin E. Welch III
                         -----------------------------
                             (Martin E. Welch III)
                           Senior Vice President and
                            Chief Financial Officer
                  (Principal Financial and Accounting Officer)

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons, on
behalf of the Registrant and in the capacities indicated, on April 3,
1997.

     Each signatory hereby acknowledges and adopts the typed form of his
or her name in the electronic filing of this document with the
Securities and Exchange Commission.



        James B. Adamson                        Floyd Hall
---------------------------------  -------------------------------------
   James B. Adamson, Director                   Floyd Hall,
                                           Chairman of the Board
       Lilyan H. Affinito          President and Chief Executive Officer
---------------------------------      (Principal Executive Officer
  Lilyan H. Affinito, Director                 and Director)

      Stephen F. Bollenbach                  Robert D. Kennedy
---------------------------------  -------------------------------------
 Stephen F. Bollenbach, Director        Robert D. Kennedy, Director     
                                   
                                        
                                             J. Richard Munro
---------------------------------  -------------------------------------
Joseph A. Califano, Jr., Director       J. Richard Munro, Director

        Richard G. Cline                      Robin B. Smith
---------------------------------  -------------------------------------
   Richard G. Cline, Director            Robin B. Smith, Director     
                                         
         Willie D. Davis                     William P. Weber
---------------------------------  -------------------------------------
    Willie D. Davis, Director           William P. Weber, Director

        Enrique C. Falla                    James O. Welch, Jr.
---------------------------------  -------------------------------------
   Enrique C. Falla, Director          James O. Welch, Jr., Director

       Joseph P. Flannery
---------------------------------
  Joseph P. Flannery, Director

          Warren Flick
---------------------------------
     Warren Flick, Director


                                       9

<PAGE>   10
'


                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number         Description
-------        -----------
<S>     <C>    <C>
  ****  (3a)   Restated Articles of Incorporation of Kmart Corporation
  ****  (3b)   Bylaws of Kmart Corporation, as amended
     *  (10a)  Kmart Corporation 1973 Stock Option Plan, as amended [10a] [A]
     *  (10b)  Kmart Corporation 1981 Stock Option Plan, as amended [10b] [A]
  ****  (10c)  Kmart Corporation Directors Retirement Plan, as amended  [10d] [A]
    **  (10d)  Kmart Corporation Performance Restricted Stock Plan, as amended [10e] [A]
   ***  (10e)  Kmart Corporation Deferred Compensation Plan for Non-Employee Directors, as amended [10f] [A]
   ***  (10f)  Kmart Corporation 1992 Stock Option Plan, as amended [10g] [A]
  ****  (10g)  Kmart Corporation Directors Stock Plan, as amended  [10h] [A]
    **  (10h)  Form of Employment Agreement with Executive Officers [10j] [A]
   ***  (10i)  Kmart Corporation Executive Deferred Compensation Plan [10j] [A]
   ***  (10j)  Amended and Restated Kmart Corporation Annual Incentive Bonus Plan [10k] [A]
   ***  (10k)  Amended and Restated Kmart Corporation Management Stock Purchase Plan [10l] [A]
   ***  (10l)  Supplemental Pension Benefit Plan [10m] [A]
  ****  (10m)  Agreement between Kmart Corporation and Executive [10n] [A]
        (11)   Statement Regarding Computation of Per Share Earnings
        (12)   Statement Regarding Computation of Ratios
        (13)   Annual Report to Shareholders of Kmart Corporation for the Fiscal Year
               Ended January 29, 1997
        (21)   List of Significant Subsidiaries of Kmart Corporation
        (23)   Consent of Independent Accountants
        (27)   Financial Data Schedules
</TABLE>

Notes:
------
     *         Filed as Exhibits to the Form 10-K Report of the Registrant for
               the fiscal year ended January 27, 1993 (file number 1-327) and 
               are incorporated herein by reference.

    **         Filed as Exhibits to the Form 10-K Report of the Registrant for
               the fiscal year ended January 26, 1994 (file number 1-327)
               and are incorporated herein by reference.

   ***         Filed as Exhibits to the Form 10-K Report of the Registrant for
               the fiscal year ended January 25, 1995 (file number 1-327)
               and are incorporated herein by reference.

  ****         Filed as Exhibits to the Form 10-K Report of the Registrant for
               the fiscal year ended January 31, 1996 (file number 1-327)
               and are incorporated herein by reference.

  [ #]         Exhibit numbers in the Form 10-K Reports for the fiscal years 
               ended: January 27, 1993, January 26, 1994, January 25, 1995, and
               January 31, 1996, respectively.

   [A]         This document is a management contract or compensatory plan.


                                       10

<PAGE>   11




The Registrant agrees to furnish a copy to the Commission upon request of the
following instruments defining the rights of holders of long-term debt:

Indenture dated as of February 1, 1985, between Kmart Corporation and The Bank
  of New York, Trustee, as supplemented by the First Supplemental Indenture 
  dated as of March 1, 1991
12-1/2% Debentures Due 2005
8-1/8% Notes Due 2006
7-3/4% Debentures Due 2012
8-1/4% Notes Due 2022
8-3/8% Debentures Due 2022
7.95% Debentures Due 2023
Fixed-Rate Medium-Term Notes (Series A, B, C, D)


                                       11