Exhibit 99

Year 2000

Except for the risks below, this description 
supplements 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 of April 7, 1999, the 
Company has completed an inventory and assessment of 
its mission critical (vital to business operations) 
information systems.  The Company has remediated 
approximately 90% of its mission critical systems and 
has assessed or tested approximately 73% of them as 
Year 2000 compliant, subject to certification (final 
testing and validation).  The Company expects to have 
substantially completed remediation and testing by 
July 1999.  The Company has begun certification, 
which it expects to complete by November 1999.  The 
Company has issued a moratorium on deploying any non-
Year 2000 changes into its systems production 
environment from July 1, 1999 through April 1, 2000 
(subject to business critical changes), which will 
assist in completing certification.  

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 rates 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).  As of April 7, 
1999, the Company has assigned a red rating to 
one first tier vendor (less than 1% of merchandise 
sales), 24 second tier vendors (approximately 3% of 
merchandise sales) and 208 third tier vendors 
(approximately 3% of merchandise sales).  Vendor 
ratings are subject to change based on the Company's 
ongoing evaluation process.

The Company has performed site visits of all of its 
first tier vendors (50% of merchandise sales), and is 
performing follow-up site visits on certain first 
tier vendors with a yellow or red rating.  In 
addition, the Company is performing site visits on 
second tier vendors (29% of merchandise sales) with a 
red rating and the nine largest second tier vendors 
with a yellow or green rating.  The Company 
anticipates completing all site visits by June 30, 
1999.  The Company has completed telephone 
conferences with second tier vendors with a red or 
green rating and anticipates completing telephone 
conferences with second tier vendors with a yellow 
rating in May 1999. The Company continues to track 
responses to its Year 2000 questionnaire distributed 
to all mission critical vendors in January 1998, 
review follow-up progress reports, review vendors' 
filings with the Securities and Exchange Commission 
(the "Commission") and conduct electronic data 
interchange testing for all mission critical vendors.

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.  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 
be ready to implement its contingency plans by 
October 1999.

Risks
  
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;

  Failure of the Company to timely complete 
  implementation of its new payroll processing system, 
  which it anticipates completing by July 1999; 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 any one 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 $66 million, 
of which the Company (including Sears Canada) has 
incurred approximately $39 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 $63 million.  The Company 
funds Year 2000 costs with cash flows from 
operations.