Exhibit 99

YEAR 2000 DISCLOSURE CONTAINED IN THE SEARS, ROEBUCK AND CO. QUARTERLY
REPORT ON FORM 10-Q FOR THE QUARTER ENDED JULY 3, 1999.


Year 2000

This description updates the description of the Company's Year 2000 project on
pages 29 and 31 of Sears 1998 Annual Report to Shareholders.

State of Readiness


Information Systems

As previously reported, the Company has completed an inventory and
assessment of its mission critical (vital to business operations)
information systems.  As of July 9, 1999, approximately 97% of
the Company's mission critical systems have either been remediated
or assessed as not containing a Year 2000 compliance issue.
The Company expects to complete remediation and testing of the
mission critical systems by September 1999. The Company has
modified its certification program (final testing and validation)
to require certification of mission critical and retired systems
only.  This certification process has begun, and the Company expects
to complete it by November 1999.  To assist in completing
certification, the Company has issued a moratorium on deploying
any changes into its systems production environment from July 1,
1999 through April 1, 2000 (subject to business critical changes)
that are not related to the Year 2000 compliance project.  A formal
process has been developed for managing business critical changes
implemented during the moratorium, including a retesting and
recertification process where necessary.

Business Management

There have been no changes in the Company's assessment of its
equipment and systems that contain embedded computer technology,
its resale merchandise, or its mission critical, non-information
systems service providers -- the Company believes that these areas
do not pose a substantial Year 2000 compliance risk to the Company.

Merchandise Vendors

The Company had rated its vendors on a scale of green (on target to
be compliant by July 1), yellow (on target to be compliant by July
1 but minor concerns about progress) and red (not on target to be
compliant by July 1). The Company has performed site visits of all
of its first tier vendors (50% of merchandise sales), and has
performed follow-up site visits on certain first tier vendors that
had been rated yellow or red.  In addition, the Company has performed
site visits on 32 second tier vendors (approximately 6% of merchandise
sales), including all those that had been rated red or that were among
the higher volume second tier vendors with yellow or green ratings.
The Company has completed telephone conferences with all second tier
vendors.

The Company now rates its vendors as either green or red.  The green
category consists of vendors that have represented to the Company
that they were compliant, including the development of contingency
plans, subject to the possible failure of the vendor's third party
providers.  The green category also includes vendors in the third
tier that reported that they would be compliant by August 1, 1999.
The Company recently requested from all such third tier vendors
confirmation that they met their projected compliance dates.
All other vendors are rated in the red category.  As of August 2,
1999, three first tier vendors (approximately 5% of merchandise
sales), five second tier vendors (approximately 1% of merchandise
sales) and 197 third tier vendors (approximately 2% of merchandise
sales) were rated in the red category.  The Company continues to
monitor vendors rated in the red category, including reviewing
follow-up progress reports, reviewing vendors' filings with the
Securities and Exchange Commission (first and second tier only)
and conducting electronic data interchange testing.  The Company
also plans additional site visits to selected vendors rated in
the red category.


Contingency Plans

Each of the Company's business units is developing contingency
plans that identify what actions need to be taken if a critical
system, merchandise vendor or service provider is not Year 2000
compliant.  These plans will be based on existing emergency
response plans, business continuity plans and the results of the
Year 2000 compliance project.  The business units are considering
various contingencies, such as alternative merchandise vendors
and service providers, operational alternatives due to a loss of
utilities or public services and manual transaction process
alternatives due to a loss of a mission critical information
system.  The Company expects to finalize its contingency plans
by October 1999.  In addition, the Company anticipates completing
in the fourth quarter of 1999 the development and rehearsing of
its century rollover event management procedures.


Risks

The Company previously identified as a risk the failure to timely
implement its new payroll processing system.  The Company has now
completed implementation of that system and no longer regards that
system as a risk factor.

The Company believes that its most significant Year 2000 risk factors
are:

- Failure of either of its two mission critical information
  systems service providers to make their systems Year 2000
  compliant; and

- Failure of a first tier mission critical merchandise vendor, or
  multiple merchandise vendors or service providers, to supply
  merchandise or services for an extended period of time.

Although the occurrence of either of these scenarios could have a
material adverse effect on the Company, the Company does not believe
that any of these scenarios or any other Year 2000 compliance issues
that would materially effect the Company's operations are reasonably
likely to occur.


Costs

The Company estimates total costs (including external costs and the
costs of internal personnel) related to its Year 2000 effort to
be approximately $67 million, of which the Company (including
Sears Canada) has incurred approximately $47 million.  In addition,
the Company has accelerated the planned development of new systems
with improved business functionality to replace systems that were
not Year 2000 compliant, including the Company's new payroll
processing system.  The Company expects these systems will cost
approximately $81 million, of which the Company has incurred approximately
$72 million.  The Company funds Year 2000 costs with cash flows from
operations.