<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 27, 1999
                                 
                                       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          (248) 643-1000
                                                               --------------


SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE SECURITIES EXCHANGE ACT
OF 1934:
               
<TABLE>
<CAPTION>
                                                   Name of each Exchange
        Title of each class                         on which registered
        -------------------                        ---------------------   
<S>                                            <C>                     
     Common Stock, $1.00 par value             New York, Pacific and Chicago Exchanges
</TABLE>  

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 the 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 24, 1999 was $7,876,925,721. 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 24, 1999, 494,238,477 shares of Common Stock of the Registrant, held
by approximately 80,120 shareholders, were outstanding.

Portions of the Registrant's 1998 Annual Report to Shareholders are incorporated
by reference into Parts I, II and IV of this report. Portions of the
Registrant's Proxy Statement dated April 12, 1999 in connection with the 1999
Annual Meeting of Stockholders are incorporated by reference into Part III of
this report.


<PAGE>   2

                                     PART I
                                     

Item 1.  Business

         History

               Kmart Corporation ("the Registrant") is the nation's second
largest discount retailer and the world's third largest general merchandise
retailer. Kmart 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. The principal executive offices of Kmart
are located at 3100 West Big Beaver Road, Troy, Michigan 48084, and its
telephone number is (248) 643-1000.

        Operations

         The Registrant operates in the general merchandise retailing industry
through 2,161 Kmart discount stores with locations in each of the 50 United
States, Puerto Rico, the U.S. Virgin Islands and Guam. Kmart's general
merchandise retail operations are located in 311 of the 316 Metropolitan
Statistical Areas in the United States. Kmart stores are generally one-floor,
free-standing units ranging in size from 40,000 to 180,000 square feet.

         In 1995, Kmart converted 29 of its traditional stores to feature a new,
high-frequency format. In April 1997, this design was renamed Big Kmart. Big
Kmart offers customers an increased mix of frequently-purchased, everyday basics
and consumables in a "Kmart Pantry" area located near the front of each store. A
total of 1,245 traditional Kmart stores had been converted to the Big Kmart
format at year-end 1998, with another 586 stores scheduled for conversion during
fiscal 1999. At year-end 1999, including new stores built in the Big Kmart
format, it is expected that approximately 1,840 stores will be in the Big Kmart
format.

         Super Kmart Centers represent the Registrant's supercenter concept.
Super Kmart Centers combine a full grocery assortment, including fresh and
frozen food, bakery, meats, and other items, with a broad selection of general
merchandise found at Big Kmart and traditional Kmart stores. Open 24 hours a
day, seven days a week, the 102 Super Kmart Centers are the third-largest
supercenter operation in the nation.

        Information regarding the Registrant's analysis of consolidated
operations appearing in "Management's Discussion and Analysis of Results of
Operations and Financial Condition" on pages 18 through 20 of the Registrant's
1998 Annual Report to Shareholders, is incorporated herein by reference.

        Information regarding the Registrant's discontinued operations and
dispositions appearing in Note 2 of the "Notes to Consolidated Financial
Statements" on page 27 of the Registrant's 1998 Annual Report to Shareholders,
is incorporated herein by reference.

        Competition

        Kmart 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 and regional level which compete with Kmart's individual
stores. Success in this 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

        The Registrant offers a private label Kmart Credit Card, available in
all Kmart stores, through Beneficial National Bank USA ("BNB USA"), a unit of
Beneficial Corporation. BNB USA owns the receivables and retains the credit risk
associated with this program. In addition to the Kmart Credit Card program, all
of the Registrant's stores accept major bank credit cards as payment for
merchandise.

        Employees

        The Registrant employed approximately 278,525 persons as of January 27,
1999.



                                       2
<PAGE>   3


        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 27, 1999, Kmart operated a total of 2,161 general merchandise
stores which are located in the United States, Puerto Rico, the U.S. Virgin
Islands and Guam. With the exception of 110 store facilities which are wholly
owned, the Registrant leases its store facilities.

        The Registrant owns its headquarters and one administrative building in
Troy, Michigan and leases administrative buildings in Royal Oak, Michigan and
North Bergen, New Jersey. The Registrant leases 18 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 549 parcels not
currently used for store operations, the majority of which are rented to others.

        A description of the Registrant's leasing arrangements, appearing in
Note 7 of the "Notes to Consolidated Financial Statements" on page 29 of the
Registrant's 1998 Annual Report to Shareholders, is incorporated herein by
reference.

Item 3.  Legal Proceedings

        The Registrant is a party to a substantial number of legal proceedings,
most of which are routine and all of which are incidental to its 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 have a material adverse affect on
the Registrant's liquidity, financial position or results of operations.

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

        Not applicable.





                                       3


<PAGE>   4


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 24,
1999. There is no family relationship among 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 principal positions held 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, 60.
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.

        Michael Bozic - Vice Chairman, 58.
Mr. Bozic joined the Registrant under his current title in December 1998. Prior
thereto he was Chairman and Chief Executive Officer, Levitz Furniture 
Corporation from 1995 to 1998 and President and Chief Executive Officer, Hills
Department Stores, Inc. from 1991 to 1995. Mr. Bozic was also with Sears Roebuck
& Company for 28 years, serving as Chairman and Chief Executive Officer, Sears
Merchandise Group, from 1987 to 1991.

        Andrew A. Giancamilli - President and General Merchandise Manager, U.S.
                                Kmart, 48.
Mr. Giancamilli has been in his current position since January 1998. Prior
thereto he held the following positions at the Registrant: Senior Vice
President, General Merchandise Manager-Consumables and Commodities from 1996 to
1998; Vice President, Pharmacy Merchandising and Operations from 1995 to 1996.
Prior to joining the Registrant in 1995, he was President, Chief Operating
Officer, Perry Drug Stores, Inc. from 1993 to 1995; and Executive Vice
President, Chief Operating Officer, Perry Drug Stores, Inc. from 1992 to 1993.

        Laurence L. Anderson - Executive Vice President and President, Super
                               Kmart, 57.
Mr. Anderson joined the Registrant under his current title in July 1997. Prior
thereto he was President and Chief Operating Officer, Retail Food, SuperValu
Inc. from 1995 to 1997; and Executive Vice President, SuperValu Inc. from 1992
to 1995.

        Warren Cooper - Executive Vice President, Human Resources and
                        Administration, 54.
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.

        Donald W. Keeble - Executive Vice President, Store Operations, 50.
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, 56.
Mr. Palizzi has served as an executive officer of the Registrant since 1985 and
has served in his current position since 1992.

        William N. Anderson - Senior Vice President and General Merchandise 
                              Manager - Hardlines, 51.
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. Mr. Anderson terminated
employment with the Registrant effective April 9, 1999.

        Ernest L. Heether - Senior Vice President, Merchandise Planning and 
                            Replenishment, 53.
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.




                                       4
<PAGE>   5
     

        Paul J. Hueber - Senior Vice President, Store Operations, 50.
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.

        Cecil B. Kearse - Senior Vice President and General Merchandise        
                          Manager - Home, 46.
Mr. Kearse has served in his current position since November 1997. Prior thereto
he held the following positions with the Registrant: Vice President, Merchandise
Presentation and Communication from 1996 to 1997; Vice President and General
Merchandise Manager, Men's and Children's from 1995 to 1996; Divisional Vice
President, Merchandising Fashions from 1994 to 1995; and Senior Buyer, Bed, Bath
& Kitchen from 1990 to 1994.

        Jerry J. Kuske - Senior Vice President and General Merchandise
                         Manager  - Health and Beauty Care, Pharmacy,
                         Consumables, 47.
Effective April 1, 1999 Mr. Kuske assumed the position of Senior Vice President
and General Merchandise Manager - Hardlines. Mr. Kuske served in his previous
position from November 1997 to March 1999. Prior thereto he held the following
positions with the Registrant: Vice President, General Merchandise Manager,
Health and Beauty Care/Pharmacy from 1996 to 1997; Divisional Vice President,
Consumables and Commodities from 1995 to 1996. Prior to joining the Registrant,
he served as Senior Vice President, Merchandising and Marketing, Perry Drug
Stores, Inc. from 1994 to 1995; and Senior Vice President, Operations, Payless
Drug Stores, Inc. from 1992 to 1994.

        James Mixon - Senior Vice President, Logistics, 54.
Mr. Mixon joined the Registrant in his current position in July 1997. Prior
thereto he served as Senior Vice President, Logistics/Service, Best Buy Stores
from 1994 to 1997; and Senior Vice President, Distribution/Transportation,
Marshall Stores from 1987 to 1994.

        E. Jackson Smailes - Senior Vice President and General Merchandise
                             Manager - Apparel, 56.
Mr. Smailes joined the Registrant in his current position in July 1997. Prior
thereto he served as President, Chief Executive Officer, Hills Department Stores
from 1995 to 1997; and Executive Vice President, Merchandising and Marketing,
Hills Department Stores from 1992 to 1995.

        William D. Underwood - Senior Vice President, Global Operations, 
                               Corporate Brands and Quality Assurance, 58.
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. Mr.
Underwood announced his retirement effective May 1, 1999.

        Martin E. Welch III - Senior Vice President and Chief Financial         
                              Officer, 50.
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 14 of the "Notes to
Consolidated Financial Statements" on page 32 of the Registrant's 1998 Annual
Report to Shareholders, is incorporated herein by reference.

Item 6.  Selected Financial Data

        The "Consolidated Selected Financial Data" summary, insofar as it
relates to the five fiscal years ended January 27, 1999, appearing on page 17 of
the Registrant's 1998 Annual Report to Shareholders, is incorporated herein by
reference.

        Sales and comparable store statistics for the three fiscal years ended
January 27, 1999, appearing in "Management's Discussion and Analysis of Results
of Operations and Financial Condition" on page 18 of the Registrant's 1998
Annual Report to Shareholders, are incorporated herein by reference.

        U.S. Kmart selling square footage for the five fiscal years ended
January 27, 1999, appearing in the "Consolidated Selected Financial Data" on
page 17 of the Registrant's 1998 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 appearing in "Management's Discussion and Analysis of
Results of Operations and Financial Condition" on pages 18 through 20 of the
Registrant's 1998 Annual Report to Shareholders, is incorporated herein by
reference.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

        Statements, other than those based on historical facts, including the
discussion of management's expectations for Year 2000 compliance, which address
activities, events or developments that the Registrant expects or anticipates
may occur in the future are forward-looking statements which are based upon a
number of assumptions concerning future conditions that may ultimately prove to
be inaccurate. Actual events and results may materially differ from anticipated
results described in such statements. The Registrant's ability to achieve such
results is subject to certain risks and uncertainties, including, but not
limited to, economic and weather conditions which affect buying patterns of the
Registrant's customers, changes in consumer spending and the Registrant's
ability to anticipate buying patterns and implement appropriate inventory
strategies, continued availability of capital and financing, competitive factors
and other factors affecting business beyond the Registrant's control.
Consequently, all of the forward-looking statements are qualified by these
cautionary statements and there can be no assurance that the results or
developments anticipated by the Registrant will be realized or that they will
have the expected effects on the Registrant or its business or operations.

STATEMENT REGARDING YEAR 2000 DISCLOSURE

        For purposes of any action brought under the securities laws, as that
term is defined in section 3(a)(47) of the Securities Exchange Act of 1934 (15
U.S.C. 78c(a)(47)), the Year 2000 Information and Readiness Disclosure Act does
not apply to any statements contained in any documents or materials filed with
the Securities and Exchange Commission, or with Federal banking regulators,
pursuant to section 12(i) of the Securities Exchange Act of 1934 (15 U.S.C.
78l(i)), or disclosures or writing that when made accompanied the solicitation
of an offer or sale of securities.

Item 7a. Quantitative and Qualitative Disclosures about Market Risk

        Not applicable


Item 8.  Financial Statements and Supplementary Data

         The financial statements of the Registrant consisting of the
consolidated balance sheets at January 27, 1999 and January 28, 1998 and the
related consolidated statements of operations, shareholders' equity and cash
flows for each of the three fiscal years ended January 27, 1999 and the notes to
consolidated financial statements, together with the report of
PricewaterhouseCoopers LLP, appearing on pages 21 through 32 of the Registrant's
1998 Annual Report to Shareholders, are incorporated herein by reference.

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

        Not applicable.







                                       6

<PAGE>   7

                                    PART III

                                   

Item 10.  Directors of the Registrant

        The information set forth under the caption "Proposal 1 - Election of
Directors" on page 6 of the Registrant's Proxy Statement dated April 12, 1999
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 9 and 11 through 17 of the
Registrant's Proxy Statement dated April 12, 1999 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

        The information set forth under the caption "Stock Ownership" on pages 4
through 6 of the Registrant's Proxy Statement dated April 12, 1999 filed with
the Securities and Exchange Commission pursuant to Regulation 14A is
incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions.

        The information set forth under the caption "Section 16(a) Filings/Legal
Proceedings/Management Transactions" on page 6 of the Registrant's Proxy
Statement dated April 12, 1999 filed with the Securities and Exchange Commission
pursuant to Regulation 14A is incorporated herein by reference.







                                       7

<PAGE>   8

                                     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 1998
               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 ended January 27, 1999                                            22

               Consolidated Balance Sheets at January 27, 1999
                   and January 28, 1998                                                                 23

               Consolidated Statements of Cash Flows for each
                   of the three fiscal years ended January 27, 1999                                     24

               Consolidated Statements of Shareholders' Equity for
                   each of the three fiscal years ended January 27, 1999                                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 1998 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 27, 1999.




                                       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 15, 1999.

         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 Officer)

                              By: Lois M. Connelly
                 -----------------------------------------------
                               (Lois M. Connelly)
                           Vice President, Controller
                         (Principal 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 15, 1999.

         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.

<TABLE>
<CAPTION>

<S><C>
                  James B. Adamson                                                          Floyd Hall
   -----------------------------------------------                         ---------------------------------------------
             James B. Adamson, Director                                                    Floyd Hall,
                                                                                      Chairman of the Board,
                 Lilyan H. Affinito                                           President and Chief Executive Officer
   -----------------------------------------------
            Lilyan H. Affinito, Director                                           (Principal Executive Officer
                                                                                          and Director)
               Stephen F. Bollenbach
   -----------------------------------------------
          Stephen F. Bollenbach, Director                                               Robert D. Kennedy
                                                                           ---------------------------------------------
                                                                                   Robert D. Kennedy, Director
              Joseph A. Califano, Jr.
   -----------------------------------------------
         Joseph A. Califano, Jr., Director                                               J. Richard Munro
                                                                           ---------------------------------------------
                                                                                    J. Richard Munro, Director
                  Richard G. Cline
   -----------------------------------------------
             Richard G. Cline, Director                                                   Robin B. Smith
                                                                           ---------------------------------------------
                                                                                     Robin B. Smith, Director
                                 
   -----------------------------------------------
             Willie D. Davis, Director                                                   William P. Weber
                                                                           ---------------------------------------------
                                                                                    William P. Weber, Director
                 Joseph P. Flannery
   -----------------------------------------------
            Joseph P. Flannery, Director                                               James O. Welch, Jr.
                                                                           ---------------------------------------------
                                                                                  James O. Welch, Jr., Director
</TABLE>




                                       9

<PAGE>   10


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

       Exhibit
       Number     Description
       ------     -----------
<S>              <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 [A]
     *** (10f)   Kmart Corporation 1992 Stock Option Plan, as amended [10g][A]
         (10g)   Kmart Corporation Amended and Restated Directors Stock Plan [A]
      ** (10h)   Form of Employment Agreement with Executive Officers [10j][A]
       * (10i)   Kmart Corporation Supplemental Executive Retirement Plan [10c][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)   Employment Agreement with Floyd Hall [10n][A] 
 ******* (10n)   Amendment to Employment Agreement [99][A]
   ***** (10o)   Kmart Corporation 1997 Long-Term Equity Compensation Plan [10n][A]
         (10p)   Amended and Restated Kmart Corporation 1998 Management Deferred Compensation and Restoration Plan [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 27, 1999
         (23)    Consent of Independent Accountants
         (27)    Financial Data Schedule
</TABLE>

<TABLE>

  Notes:

<S>              <C>                                                             
       *         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.

   *****         Filed as part of the 1997 Proxy Statement and is incorporated herein by reference.

  ******         Filed as Form 8-K dated June 4, 1995 and is incorporated herein by reference.

 *******         Filed as Exhibit to the Form 10-Q Report of the Registrant for the quarter ended October 28, 1998 (file number
                 1-327) and is incorporated herein by reference.

     [#]         Exhibit numbers in the Form 10-K or 10-Q Reports for the periods indicated.

     [A]         This document is a management contract or compensatory plan.
</TABLE>


     

                 In reliance upon Item 601(b)(4)(iii)(A) of Regulation S-K,
                 various instruments defining the rights of holders of long-term
                 debt of the Registrant are not being filed herewith because
                 the total amount of securities authorized under each such
                 instrument does not exceed 10% of the total assets of the
                 Registrant.

                 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)








  

                                       10