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                UNITED STATES
       SECURITIES AND EXCHANGE COMMISSION
           Washington, D.C. 20549

                 FORM 10-K
For Annual and Transition Reports pursuant to Sections 13 or
       15(d) of the Securities Exchange Act of 1934

X	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
      For the fiscal year ended January 2, 1999

                 OR

__	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
            
        Commission file number 1-416

         SEARS, ROEBUCK AND CO.
(Exact Name of Registrant as Specified in Its Charter)


    New York                 36-1750680
(State of Incorporation) (I.R.S. Employer Identification No.)

3333 Beverly Road, Hoffman Estates, Illinois    60179
(Address of Principal Executive Offices)      (Zip Code)


Registrant's telephone number, including area code:  
                                         (847) 286-2500

Securities registered pursuant to Section 12(b) of the Act:

                                         Name of Each Exchange on
	Title of each class                   Which Registered
      -------------------                  ----------------------
Common Shares, par value $0.75 per share  New York Stock Exchange
                                          Chicago Stock Exchange 
                                          Pacific Stock Exchange
Extendable Notes due April 15, 1999       New York Stock Exchange
9-1/2% Notes due June 1, 1999             New York Stock Exchange 

Securities registered pursuant to Section 12(g) of the Act:	None

	On January 29, 1999, the Registrant had 383,478,878 common 
shares outstanding.  Of these, 324,906,480 common shares, having 
an aggregate market value (based on the closing price of these 
shares as reported in a summary of composite transactions in The 
Wall Street Journal for stocks listed on the New York Stock 
Exchange on January 29, 1999) of approximately $13.04 billion, 
were owned by shareholders other than (i) directors and executive 
officers of the Registrant and (ii) any person known by the 
Registrant as of the date thereof to beneficially own five 
percent or more of Registrant's common shares. (Information 
relating to five percent owners is based upon most recent filings 
made by such owners with the Securities and Exchange Commission.)

--------------------------------------------------------------
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<PAGE>
	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 
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.     [   ]

	Documents Incorporated By Reference

	Parts I and II of this Form 10-K incorporate by reference 
certain information from the Registrant's 1998 Annual Report to 
Shareholders (the "1998 Annual Report").  Part III of this Form 
10-K incorporates by reference certain information from the 
Registrant's definitive Proxy Statement, dated 
March 26, 1999, for its Annual Meeting of Shareholders to be held 
on May 13, 1999 (the "1999 Proxy Statement").

                        2

<PAGE>
		PART I 
	
	Item 1.	Business
	
		Sears, Roebuck and Co. ("Sears") originated from an 
enterprise established in 1886 and was incorporated under the 
laws of New York in 1906. Its principal executive offices are 
located at 3333 Beverly Road, Hoffman Estates, Illinois.  Sears 
(together with its consolidated subsidiaries, the "Company") is a 
multi-line retailer that provides a wide array of merchandise and 
services through five segments - Retail, Services, Credit, 
Corporate and International.  The Company is among the largest 
retailers of merchandise and services in the world.

		The Company's domestic segments in the United States 
and Puerto Rico are Retail (comprised of Full-line Stores and 
Specialty Stores), Services (comprised of Home Services and Sears 
Direct), Credit (comprised of the domestic credit operations) and 
Corporate (comprised of activities which are of a holding company 
nature).
	
		The International segment consists of similar retail, 
services, credit and corporate operations conducted through a 
majority-owned subsidiary in Canada.
	
		For further information, see "Retail," "Services," 
"Credit," "Corporate" and "International" below and "Management's 
Analysis of Consolidated Operations" and "Management's Analysis 
of Consolidated Financial Condition" beginning on pages 19 and 
27, respectively, of the 1998 Annual Report, incorporated herein 
by reference in response to Item 7 hereof.

            ________________________________


		Information regarding revenues, operating income and 
assets of the Company's Retail, Services, Credit, Corporate and 
International segments for each of the three fiscal years ended 
January 2, 1999, January 3, 1998 and December 28, 1996 is in Note 
15 of the Notes to Consolidated Financial Statements on page 41 
of the 1998 Annual Report, incorporated herein by reference in 
response to Item 8 hereof.  Information on the components of 
revenues is included in the "Management's Analysis of 
Consolidated Operations" beginning on page 19 of the 1998 Annual 
Report, incorporated herein by reference in response to Item 7 
hereof.
	
		The Company employs approximately 324,000 people 
worldwide.

                          3
<PAGE>
RETAIL 

		The Company's Retail operations consist of the 
following:
	
Full-line Stores

		At January 2, 1999, the Full-line Store operations 
consist primarily of mall-based retail stores selling the 
following categories of merchandise:
	
 		-	Softlines, which consist of women's, children's 
and men's apparel and home fashions, and are positioned as the 
price/value leader among mall-based stores.  
	
   		-	Hardlines, which consist of appliances, 
electronics and computers for the home, home improvement 
products, sporting goods, lawn and garden equipment and seasonal 
items.  The Hardlines departments compete with off-the-mall 
competitors, which are typically specialty stores in the same 
product category.
	
   		-	Licensed Businesses, which consist of third 
party concessions primarily operated within the Full-line Stores, 
include portrait studios, optical and other licensees.
	
		Specialty Stores

		At January 2, 1999, the Specialty Store operations 
consist of: 
	
   		-	Home Stores, which are comprised of specialty 
store formats designed to offer the Company's hardlines 
merchandise through outlets other than the Full-line Stores. The 
specific store formats are as follows:
	
			-	653 Sears Dealer Stores that are 
primarily independently owned and operated and offer KENMORE and 
other major national brand appliances and electronics for the 
home, CRAFTSMAN tools, lawn and garden equipment and DIEHARD 
batteries.  Dealer Stores are primarily located in smaller, rural 
markets.

			-	265 free-standing Hardware stores, 
operating under the name of Sears Hardware and Orchard Supply 
Hardware, that offer convenient neighborhood locations and Sears 
proprietary brands such as CRAFTSMAN tools, as well as a wide 
assortment of national brands and other home repair products.
	
			-	128 Sears HomeLife furniture stores which 
offer popular furniture brands at value prices and are located 
within select major metropolitan markets.  There are 100 
freestanding HomeLife stores and an additional 28 located within 
Sears Full-line Stores.  Effective January 30, 1999, Sears sold 
its HomeLife business.
	
-	The Great Indoors, which currently has 
one test store in operation, is a home decorating and remodeling 
superstore.

-	Commercial Sales, which primarily targets home 
builders, remodelers and property managers for appliance 
purchases, as well as vocational schools, 

4

<PAGE>
factory maintenance and service companies for industrial tool 
purchases.  Commercial Sales has also introduced the Appliance 
Select program in 64 Full-line Stores.  This program targets the 
new home buyer and offers a full selection of KENMORE and other 
major national brand kitchen and home appliances.

		-	Auto Stores, which consists of 789 Sears Auto 
Centers primarily located at the mall-based Full-line Stores and 
347 NTB National Tire & Battery stores.  These stores sell and 
install tires, DIEHARD and other automotive batteries and related 
goods and services.  The Auto Stores, which are the country's 
largest seller of tires and auto batteries, are positioned to 
compete effectively with the strongest competitors that 
specialize in tires, batteries and related services.  In November 
1998, Sears sold its Parts Group, consisting primarily of the 
Company's Western Auto and Parts America stores.

SERVICES
	
	At January 2, 1999, the Services operations consist of:
	
	Home Services, which includes:
	
	   	-	Product Services (repair services), which 
provides product repair on all major brands of	appliances, 
consumer electronics and heating and air conditioning systems, 
regardless of where purchased. 

		-	Service Contracts, which provide extended 
warranty coverage through maintenance agreements.
	
	   	-	Installed Home Improvements, which includes the 
following services provided by Sears associates and outside 
contractors:
		
			-	Home Improvement  Services, which sells 
and installs siding, windows, roofing, cabinet refacing and other 
home improvements and provides services such as pest control, 
carpet cleaning, home security and plumbing services.

			-	Air Conditioning and Heating Systems, 
which sells and installs heating, ventilation and air 
conditioning for homes.

			-	Installation Services, which installs 
water heaters, dishwashers and other products purchased at Sears 
retail stores.

Sears Direct, which includes:

	-	Direct Response, which markets various goods and 
services through multiple media, includes specialty catalogs, 
insurance (credit protection and traditional life and health 
products), clubs and services and impulse and continuity 
merchandise.  Sears Shop at Home Services, Inc., a wholly-owned 
subsidiary of Sears, licenses to third-party distributors of 
specialty catalogs and merchandisers of shop-at-home services use 
of the Sears name and customer lists for use in marketing 
products to Sears customers.

                           5

<PAGE>

	-	Sears Online, which consists of the Company's online 
businesses.

	The pricing strategy for the Retail and Services businesses 
is to offer customers good values every day, as well as to have 
special sales events and promotions offering additional values.  
Through these operations, the Company offers a mixture of 
national brands and high quality private label merchandise.

CREDIT

	The products the Company's domestic credit operations 
("Credit") offer make it more attractive for customers to 
purchase goods and services from the Retail and Services 
businesses.  As of January 2, 1999, Credit had approximately 26 
million active customer credit accounts (accounts with balances 
as of the beginning or end of December 1998) with an average 
balance of $1,076.  Sears Card, the traditional credit card, 
accounted for approximately 90% of total receivables.  There were 
approximately 42 million Sears Card customers with accounts that 
carried a balance during any month in 1998.

	Sears stores also accept third party credit and debit cards 
such as VISA, MasterCard, American Express and Discover Card.  
Sears Card sales as a percentage of total sales in Full-line 
Stores and the majority of the Specialty Store formats was 
approximately 51.6%, 55.1% and 56.6% for fiscal years 1998, 1997 
and 1996, respectively.  Since August 1, 1993, when Sears began 
to accept VISA, MasterCard and American Express cards at all 
Sears stores, the Company has focused intensely on marketing and 
other initiatives that are designed to maintain the penetration 
of Credit products in all sales and service channels, as well as 
to increase the revenues of the Retail and Services businesses.

	Sears has an ongoing securitization program through which a 
wholly-owned subsidiary of Sears transfers a portion of the 
Company's domestic customer receivable balances to a master trust 
(the "Master Trust") that issues credit account pass-through 
certificates to public and private investors.  To the extent the 
pass-through certificates are sold to third parties, the related 
transferred balances qualify as sales for financial statement 
purposes and as such the receivables are removed from the 
Company's consolidated balance sheet.  The balance of the 
receivables in the Master Trust for which pass-through 
certificates are not sold to third parties, is presented as 
retained interest in transferred credit card receivables.  
Pursuant to contractual agreements, Sears remains the servicer on 
the accounts and receives a fee for the services performed.  See 
"Management's Analysis of Consolidated Operations," "Management's 
Analysis of Consolidated Financial Condition" and Notes 
1 and 8 of the Notes to Consolidated Financial Statements 
beginning on pages 19, 27, 32 and 38, respectively, of the 1998 
Annual Report, incorporated herein by reference in response to 
Items 7 and 8 hereof.

	Credit's operations are subject to federal and state 
legislation and regulation.  From time to time, such legislation, 
as well as competitive conditions, may affect, among other 
things, credit card finance charges.  While the Company cannot 
predict the effect of future competitive conditions and 
legislation or the measures the Company might take in response 
thereto, a significant reduction in the finance charges imposed 
by Credit would have an adverse effect on the Company.  In 
addition, changes in general U.S. economic conditions, including, 
but not limited to, higher interest rates and 
increases in delinquencies, charge-offs and personal bankruptcies 
could have an adverse effect on the Company.

                            6

<PAGE>
	Sears National Bank (the "Bank"), a wholly-owned subsidiary 
of Sears based in Arizona, is a limited purpose credit card bank 
engaging in credit card operations. The Bank is subject to 
certain other restrictions applicable to credit card banks under 
federal law, as well as Arizona credit card lending guidelines. 
The Bank originates Sears Card accounts in all fifty states.  
Certain of the Company's other customer credit accounts have also 
been transferred to or are being originated by the Bank.

CORPORATE

	Corporate operations include activities that are of an 
overall holding company nature, primarily consisting of 
administrative activities, the costs of which are not allocated 
to the Company's businesses.

INTERNATIONAL

	The Company conducts similar retail, services, credit and 
corporate operations in Canada through Sears Canada Inc., a 
consolidated, 54.7% owned subsidiary of Sears ("Sears Canada").  
Sears Canada is the largest single full-line retailer of general 
merchandise and home-related services in Canada.  Sears Canada 
operates 109 Full-line Stores, 20 Sears Furniture Stores and 12 
outlet stores, and has 1,898 independent catalog merchant agents 
operating under local ownership, 93 independently operated dealer 
stores and seven active warehouses.  During fiscal 1998, Sears 
Canada opened 12 new Sears Furniture Stores and 14 dealer stores 
and opened four new and relocated two outlet stores.  Sears 
Canada currently plans to open one new and relocate one Full-line 
Store during fiscal 1999, and continues to seek opportunities for 
expansion in desirable locations.  In 1999, subject to the 
availability of suitable store locations on appropriate terms, 
Sears Canada plans to open ten new and relocate two Sears 
Furniture Stores, open 17 dealer stores and open 113 catalog 
merchant agent locations, as well as renovate 17 Full-line 
Stores.  As of January 2, 1999, Sears Canada employed 
approximately 42,000 full and part-time employees.

	Sears Canada has an ongoing securitization program pursuant 
to which undivided co-ownership interests in its pool of customer 
charge account receivables are sold to trusts established to 
issue debt and trust units (representing the residual equity 
interest in the trust) to third parties.  Effective January 1, 
1997, these securitizations do not qualify as sales under United 
States generally accepted accounting principles.  Therefore, the 
customer charge account receivables are maintained on the 
Company's balance sheet and related proceeds are recorded as 
debt.  Sears Canada acts as servicer of the customer charge 
account receivables.

Strategic Initiatives

	The Company's strategic initiatives form the framework for 
competing in the continually changing retail landscape.  The 
Company's objective is to implement five strategic initiatives.

	First, make the Company a compelling place to shop anytime 
and anywhere.  The Company will position its businesses to create 
a multi-channel retailer of merchandise and services, reaching 
customers through its Full-line Stores, Specialty Stores, 
catalogs and the Internet.  The Company will strive to serve all 
customers throughout all stages of their lives via any delivery 
channel they select.  The Company's ability to sell, finance, 
deliver, install and service a wide array of consumer products 
help make it a compelling place to shop anytime and anywhere.

	Second, the Company will focus on winning with the 
customers by communicating and delivering the Company's unique 
value proposition.  The Company offers a competitive price and 

                         7

<PAGE>
strong assortment of national brands complemented with 
outstanding proprietary brands such as KENMORE and CRAFTSMAN.  
The Company combines this value with a high level of customer 
service, excellent credit offerings, installation and service.  
This value proposition should retain existing customers and also 
attract new customers into a long-term relationship with Sears.

	Third, the Company will continue to stress a localized 
focus via the utilization of its customer data warehouse.  With 
nearly 60 million households in the data warehouse, the Company 
can execute merchandising and marketing programs on a highly 
targeted basis.

	Fourth, the Company will further emphasize cost and asset 
productivity.  This initiative involves ongoing improvements in 
cost containment and inventory leverage throughout the Company.  
It also involves the allocation and redeployment of assets to 
uses that enhance shareholder value.

	Fifth, the Company will continue to build a winning 
culture.  This will be accomplished by focusing on associate 
satisfaction, reducing turnover and increasing diversity in the 
workforce.

Sources of Merchandise

	At January 2, 1999, the Retail and Services businesses 
purchased goods primarily from approximately 4,800 domestic 
suppliers, most of whom have been suppliers for many years.  For 
further information concerning the Company's requirements of Year 
2000 readiness for its sources, see "Management's Analysis of 
Financial Condition - Year 2000" beginning on page 29 of the 1998 
Annual Report incorporated herein by reference in response to 
Item 7 hereof.

Seasonality

	Due to holiday buying patterns, merchandise sales are 
traditionally higher in the fourth quarter than in the other 
quarterly periods and the Company typically earns a 
disproportionate share of operating income in the fourth quarter. 
Similarly, sales and operating income are generally lowest in the 
first quarter.

Trademarks

	The name "SEARS" is used extensively in the Company's 
domestic operations and other businesses.  The Company's right to 
the name "SEARS" domestically continues so long as it uses the 
name.  The name is also the subject of numerous renewable United 
States and foreign trademark registrations.  This trademark is 
material to the Company's domestic operations and other related 
businesses.

	The Company sells private label merchandise under a number 
of brand names which are important to its domestic operations.  
Sears KENMORE(r), CRAFTSMAN(r) and DIEHARD(r) brands are among 
the strongest private label brands in retailing.  These names are 
the subject of numerous renewable United States and foreign 
trademark and service mark registrations.  Other important and 
well-recognized Company trademarks and service marks include 
BRAND CENTRAL(r), CIRCLE OF BEAUTY(tm), CANYON RIVER BLUES(r), 
WISHBOOK(r), NTB(r), ORCHARD(r) and the "SIDES" family of marks 
(e.g. The Softer Side of Sears).  The Company's right to all of 
its brand names continues so long as it uses the names.

                        8

<PAGE>
Competition

	The domestic retail, services and credit businesses are 
highly competitive.  The principal factors which differentiate 
competitors include convenience of shopping facilities, quality 
of merchandise, competitive prices, brand names and availability 
of services such as credit, product delivery, repair and 
installation.  The Company believes it is able to compete very 
effectively despite strong competitive pressures in recent years.

Employees

	The Company employs approximately 282,000 people in the 
United States and Puerto Rico, and 42,000 people in Canada, 
including part-time employees.

FINANCE SUBSIDIARIES

	To meet certain capital requirements of its businesses, 
Sears borrows on a short-term basis through the issuance of notes 
to, and from time to time sells receivable balances to, Sears 
Roebuck Acceptance Corp. ("SRAC"), a wholly-owned finance 
subsidiary.  SRAC obtains funds primarily by issuing commercial 
paper and through intermediate-term loans, medium-term notes and 
discrete underwritten debt.  Sears and SRAC have also borrowed 
through Sears Overseas Finance N.V. ("SOFNV"), a wholly-owned 
international finance subsidiary, which has obtained funds from 
the issuance of long-term debt, primarily in Europe.  All of the 
remaining SOFNV debt matured in 1998 and no future borrowings are 
planned.

	Sears DC Corp. ("SDC"), a wholly-owned finance subsidiary 
of Sears, was formed to borrow in domestic and foreign debt 
markets and lend the proceeds of such borrowings to Sears and 
certain of its direct and indirect subsidiaries in exchange for 
their unsecured notes.  SDC raised funds through the sale of its 
medium-term notes and direct placement of commercial paper with 
corporate and institutional investors. The only outstanding debt 
of SDC is two series of outstanding medium-term notes. SDC does 
not plan to issue additional debt.

	Substantially all the debt and related interest expense of 
SDC, SRAC and SOFNV support the Company's credit card receivables 
portfolio.

	In addition, various direct and indirect subsidiaries of 
Sears have engaged in securitization programs in which credit 
card receivables are sold in public or private transactions.  See 
"Credit," and "International," beginning on pages 6 and 7  
hereof, respectively, and "Management's Analysis of Consolidated 
Operations," "Management's Analysis of Consolidated Financial 
Condition" and Notes 1 and 8 of the Notes to Consolidated 
Financial Statements beginning on pages 19, 27, 32 and 38, 
respectively, in the 1998 Annual Report, incorporated herein by 
reference to Items 7 and 8 hereof.

RECENT DEVELOPMENTS

	On March 16, 1999, the Company announced the realignment of 
certain of its businesses.  The Auto Stores will become part of 
the Home Stores group.  Additionally, the Sears Direct business 
will be divided and realigned; The specialty catalog business 
will move to the Marketing organization, the direct response 
business will move to the Credit organization and the Sears 
Online business will move to the Home Services organization.  For 
additional information concerning the realignment, see Exhibit 
99. (iv) hereto, which is incorporated herein by reference. 

                         9

<PAGE>
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

	Certain statements made in this Annual Report on Form 10-K 
are forward looking statements made in reliance on the safe 
harbor provisions of the Private Securities Litigation Reform Act 
of 1995.  As such, they involve risks and uncertainties that 
could cause actual results to differ materially.  The 
Company's forward looking statements are based on assumptions 
about many important factors, including ongoing competitive 
pressures in the retail industry, changes in consumer spending, 
general North American economic conditions (such as interest 
rates and consumer confidence) and normal business uncertainty.  
While the Company believes that its assumptions are reasonable, 
it cautions that it is impossible to predict the impact of 
certain factors which could cause actual results to differ 
materially from expected results.

                             10

<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT 

	The following table sets forth the names of the executive 
officers of the Company, the current positions and offices with 
the Company held by them, the date they first became officers of 
the Company and their current ages:



                                              Date First
                                                Became 
Name                     Position              Officer                Age
----                     --------             ----------             -----
Arthur C. Martinez     Chairman of 
                       the Board of 
                       Directors, President 
                       and Chief Executive 
                       Officer                    1992                 59
Paul A. Baffico        President, 
                       Automotive Group           1992                 52
James R. Clifford      President and Chief 
                       Operating Officer, 
                       Full-Line Stores           1993                 53
Mark A. Cohen          Executive Vice 
                       President, Marketing       1998                 50
Anastasia D. Kelly     Executive Vice President, 
                       General Counsel 
                       and Secretary              1999                 49
Alan J. Lacy           Chief Financial Officer 
                       and President, Credit      1994                 45
Robert L. Mettler      President, Merchandising 
                       - Full Line Stores         1993                 58
Gerald N. Miller       Senior Vice President, 
                       Chief Information 
                       Officer                    1995                 51
William G. Pagonis     Executive Vice President, 
                       Logistics                  1993                 57
William L. Salter      President, Home Stores     1995                 55
John T. Sloan          Senior Vice President, 
                       Human Resources            1996                 47
Richard J. Srednicki   President, Sears 
                       Home Services              1998                 51
Allan B. Stewart       President, Stores - 
                       Full Line Stores           1984                 56
Jane J. Thompson       President, Sears Direct    1988                 47
--------------------


      Messrs. Martinez, Baffico, Clifford, Mettler, Miller, 
Pagonis, Salter and Stewart and Ms.  Thompson have held the 
positions set forth in the above tables for at least the last 
five years or have served the Company in various executive or 
administrative capacities for at least that length of time.  The 
positions held by the remaining executive officers for such five-
year period are as follows:

	Mr. Cohen has been Executive Vice President, Marketing 
since January 1999.  He joined Sears in February 1998 as Senior 
Vice President, Cosmetics, Accessories, Fine Jewelry, Footwear 
and Home Fashions.   Prior to Sears, he had been Chairman and 
Chief Executive Officer of Bradlees, Inc., which through its 
subsidiary operates discount department stores, since 1994 and 
Chairman and Chief Executive Officer of Lazarus Department 
Stores, Inc., a division of Federated Department Stores, Inc., 
from 1988-1994. 

	Ms. Kelly joined Sears as Executive Vice President, General 
Counsel and Secretary in March 1999.  Prior to Sears, she had 
been Senior Vice President of Fannie Mae, a financial services 
company, since 1995 and had been Fannie Mae's General Counsel and 
Secretary since 1996.  Prior to Fannie Mae, she was a partner in 
the law firm of Wilmer, Cutler & Pickering. 

	Mr. Lacy has been Chief Financial Officer since August 1998 
and President, Credit since December 1997. Effective March 22, 
1999, the Registrant has named Julian Day its Executive Vice 
President and Chief Financial Officer.  From September 1995 until 
December 1997, Mr. Lacy was Executive Vice President and Chief 
Financial Officer.  He joined Sears in December 1994 as Senior 
Vice 

                               10

<PAGE>
President, Finance, of the Merchandise Group.  Prior to joining 
Sears, he had been Vice President, Financial Services and 
Systems, of Philip Morris Companies Inc. and President of Philip 
Morris Capital Corporation since 1993. 

	Mr. Sloan has been Senior Vice President, Human Resources 
since April 1998.  He joined Sears in September 1996 as Vice 
President, Human Resources, Mall Store Operations.  Prior to 
joining Sears, he had been Senior Vice President, Administration, 
of Tribune Company, a diversified media company, since 1993. 

	Mr. Srednicki joined Sears in June 1998 as President, Sears 
Home Services.  Prior to joining Sears, he had been President and 
Chief Executive Officer, Universal Card Services, of AT&T Corp. 
from 1997 to 1998.  From 1983 to 1996, he was a Business Manager 
of Citicorp with responsibility for Citibank Germany.

	Sears recently announced the following executive changes: 
Effective March 22, 1999, Julian Day has been named Executive 
Vice President and Chief Financial Officer.  Prior to joining 
Sears, he had been executive vice president and chief financial 
officer of Safeway, Inc.  Mr. Lacy will continue as President, 
Credit.  On March 16, 1999, the Company announced that Ms. 
Thompson is leaving the Company and Mr. Baffico is retiring from 
the Company.

                              12

<PAGE>
Item 2.		Properties

		The Company's principal executive offices are located 
on a 200-acre site owned by the Company at Prairie Stone, in 
Hoffman Estates, Illinois.  The complex consists of six 
interconnected office buildings totaling approximately two 
million gross square feet of office space.

	The following table sets forth information concerning 
stores operated by the Company's domestic Retail operations.  




<TABLE>
<CAPTION>
                			Full-line	   Auto Stores	     			Home Stores
                 			Stores   		Tire   	Parts 	HomeLife(a)(b)	Hardware 	Dealer Other(c) Total
         		       ---------   ----    	----- 		--------     	-------- 	------	-----	   -----
<S>           			<C>       		<C>     	<C>   		<C>        		<C>      		<C>    	<C>     	<C>
Stores at
January 2, 1999
 Owned	          		 470     		 637     	 -		     32	        	  14	      	 1  	  18	     1,172
 Leased (d)      		 375     		 499	      -	   	  68        		 251		       -	    26	     1,219
 Independently
 Owned and
 Operated Dealer
 Stores          			  -		        -     	 -    		  -        		  -	     	 652	     -	       652

Total Stores at
Fiscal Year-End
1995	            		 806	   	 1,031   	 582	   	  97	       	 108     		 375	    71	     3,070
Stores opened during
 Fiscal 1996		       27		       40   	  67		     12		        136(e)	  	 120	     9	       411
Stores closed during
 Fiscal 1996     		 (12)  		   (13)  	 (22)  		  (2)      		 (15)	    	 (26)	  (20)	     (110)
1996		            	 821	   	 1,058   	 627	   	 107	       	 229     		 469	    60	     3,371
Stores opened during
 Fiscal 1997     		  21	   	    68   	  90		      3       		  33     		 124	     -	       339
Stores closed during
 Fiscal 1997		       (9)		     (20)  	(102)  		  (9)      		  (7)    		 (17)	  (16)	     (180)
1997            			 833	   	 1,106   	 615   		 101       		 255     		 576	    44	     3,530
Stores opened during
 Fiscal 1998		       23		       50	     43		      4	       	  18     		 101	     1	       240
Stores closed during
 Fiscal 1998	     	 (11)		     (20)  	(658)(f)	  (5)      		  (8)    		 (24)	   (1)	     (727)
1998	            		 845		    1,136	      0	   	 100		        265	     	 653	    44	     3,043

Gross Retail Area at
 Fiscal Year-End
 (square feet in 
  millions)
1998	            		112.4		  16.2     	 0.0	   	 3.6	      	  8.8	     	 5.4	   1.9	      148.3
1997            			110.3		  15.9     	 6.6   		 3.6      		  8.2	     	 4.7	   1.7	      151.0
1996		            	108.4		  15.2     	 6.9   		 3.8      		  6.1     		 3.8	   2.0	      146.2

Retail Selling Area at
 Fiscal Year-End
 (square feet in 
  millions)
1998	             		73.3 	   2.3     	 0.0	   	 3.0	      	  6.9	     	 3.6	   1.3	       90.4
1997	             		71.9		   2.2     	 4.7		    3.0	      	  6.5	     	 3.1	   1.3	       92.7
1996	             		69.9		   2.1     	 4.9	   	 3.2	      	  5.6	     	 2.6	   1.5	       89.8


                                                 13
</TABLE>
<PAGE>
 Retail Store Revenues per Selling Square Foot

1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $317
1997. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$318
1996. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$321

              

(a)	Excludes 28 HomeLife Stores located in Full-line Stores.

(b)	Effective January 30, 1999, Sears sold its HomeLife 
business.

(c)	Consists of small-size appliance stores, retail outlet 
stores and The Great Indoors store.  Excludes other facilities 
owned or leased as part of Full-line Store properties.

(d)	Many of the leases contain renewal options and contingent 
rentals (for additional information, see Note 7 of the Notes to 
Consolidated Financial Statements beginning on page 37 of the 
1998 Annual Report, incorporated herein by reference to Item 8 
hereof).

(e)	Includes 61 Orchard Supply Hardware Stores which were 
acquired in September 1996. 

(f)	Includes 652 Western Auto stores which were sold in 
November 1998.

	In addition, at January 2, 1999, there were 859 other sales 
offices and service facilities, most of which are occupied under 
short-term leases or are a part of other Sears facilities 
included in the above table. There were also 86 distribution 
facilities, most of which are leased for terms ranging from one 
to 20 years.

	Credit principally services its accounts at nine regional 
credit card operations centers ("RCCOCs"), one national account 
authorization center ("NAAC"), four Credit Processing Centers,  
the headquarters of the Bank in Phoenix, Arizona and at the 
Company's headquarters at Prairie Stone.  The Company owns one of 
the RCCOCs and leases eight for remaining terms ranging from four 
to ten years.  The Company leases the NAAC for a remaining term 
of three years.  The Company owns one of the Credit Processing 
Centers and leases three for remaining terms ranging from one to 
six years.

	 For the Company's operations, the capital expenditures for 
expansion and remodeling and other improvements (excluding 
capitalized financing leases) amounted to $1.2 billion for the 
fiscal year ended January 2, 1999.  In fiscal 1999, planned 
capital expenditures of approximately $1.2 billion include the 
remodeling and upgrading of merchandise presentations in 
approximately 55 existing Full-line Stores and the opening of 18 
to 25 new Full-line Stores and over 250 Specialty Stores.  The 
Company's ability to attain this growth will depend on, among 
other things, the availability of suitable store locations on 
appropriate terms.  The Company may also pursue selective 
strategic acquisitions.

	For additional information, see "International" above and 
"Management's Analysis of Consolidated Financial Condition" 
beginning on page 27 of the 1998 Annual Report, incorporated 
herein by reference in response to Item 7 hereof.

                   14

<PAGE>
Item 3.		Legal Proceedings

	The Company has been subject to a federal civil and 
criminal investigation in connection with activities relating to 
certain debt reaffirmation agreements with current and former 
credit card holders of the Company who had declared personal 
bankruptcy.   Under the reaffirmation provisions of the United 
States Bankruptcy Code, a debtor seeking Chapter 7 protection may 
agree to repay his or her debts to creditors.  This reaffirmation 
agreement must be filed with the bankruptcy court to be valid.  
On February 19, 1999, Sears Bankruptcy Recovery Management 
Services, Inc., a subsidiary of Sears, pleaded guilty in federal 
district court to one count of bankruptcy fraud and was fined $60 
million.  The fine will have no effect on the Company's earnings 
because  the Company recorded a pretax charge of $475 million 
against earnings for the settlement of lawsuits, fines and 
related matters stemming from the improper handling of certain 
debt reaffirmation agreements and other related matters in the 
second quarter of 1997. The plea agreement does not require any 
change in the day-to-day operations of Sears or the subsidiary.

	In a separate civil action related to the reaffirmation 
matter dating from April 17, 1997, Sears reached a settlement 
agreement with the U.S. Attorney for the District of 
Massachusetts, which was approved by the federal district court 
on February 23, 1999.  Under the terms of that agreement, the 
Company will continue to file all reaffirmation agreements 
obtained in Chapter 7 bankruptcies as required by the United 
States Bankruptcy Code.

	On March 9, 1999, the Company reached an agreement to 
settle a class action lawsuit stemming from an increase in the 
annual percentage rate assessed on certain balances of some Sears 
credit customers.  This settlement, which is subject to formal 
approval by the United States District Court for the Northern 
District of Illinois, is also expected to resolve related 
lawsuits in Illinois and Washington.  The lawsuit was brought on 
behalf of a nationwide class of Sears credit customers who had 
outstanding balances when their accounts were transferred to the 
Bank during a period from 1994 through 1996, and who had not 
fully paid off those balances as of the effective dates of an 
April 1997 Notice of Change in Credit Terms.  Under the terms of 
the settlement, the Company will provide to the class members 
cash and coupons with a face value totaling approximately $156 
million. The Company previously reserved for the estimated cost 
of the settlement; therefore, the settlement will not have a 
material effect on the Company's annual results of operations, 
financial position, liquidity or capital resources.  The 
settlement does not require any change in the Company's credit 
practices.

	On January  13, 1999, ten "Doe" plaintiffs filed a putative 
class action in the United States District Court for the Central 
District of California against eighteen domestic clothing 
retailers, including the Company, and eleven foreign clothing 
suppliers (the "Federal Action").  The Doe plaintiffs allege that 
they have worked in garment factories on the island of Saipan in 
the Commonwealth of the Northern Mariana Islands, and they 
purport to represent a class of other current and former workers.  
The plaintiffs allege that class members were forced to work 
under illegal labor conditions in the Saipan factories used by 
the suppliers, and they assert against the Company claimed 
violations of the Racketeering Influenced Corrupt Organizations 
Act, the Anti-Peonage Act, the Thirteenth Amendment to the U.S. 
Constitution and the Law of Nations.  The central allegation of 
the Federal Action is that the Company and the other retailer 
defendants who purchased garments manufactured in the Saipan 
factories used by suppliers are liable to the plaintiff class for 
any alleged unlawful working conditions imposed upon them by 
their employers.  The case seeks injunctive and declaratory 
relief, unspecified treble damages, interest and attorneys' fees 
and expenses.  On January 13, 1999, a related case was also filed 
against seventeen named domestic clothing retailers, including 
the Company, and additional unnamed 

                     15

<PAGE>
retailers, in San Francisco County Superior Court (the "State 
Action"), alleging violations of the California Business and 
Professions Code.  The named Plaintiffs in the State Action are 
the Union of Needletrades Industrial and Textile Employees, AFL-
CIO, Global Exchange, Sweatshop Watch and the Asian Law Caucus, 
who purport to bring the action on behalf of the general public 
of the State of California.  The central allegation in the State 
Action is that the Company and the other defendants engaged in 
unlawful and unfair business practices in the selling and 
advertising in California of garments that had been manufactured 
under allegedly illegal labor conditions on Saipan.  The case 
seeks injunctive relief, restitution and disgorgement of profits, 
interest and attorneys' fees and costs.  The Company intends to 
vigorously defend these cases.  The consequences of these actions 
are not presently determinable but, in the opinion of management 
of the Company, the ultimate liability is not expected to have a 
material effect on the annual results of operations, financial 
position, liquidity or capital resources of the Company.

	The Company is subject to various other legal and 
governmental proceedings pending against the Company, many 
involving routine litigation incidental to the businesses. Other 
matters contain allegations which are nonroutine and involve 
compensatory, punitive or antitrust treble damage claims in very 
large amounts, as well as other types of relief. The consequences 
of these matters are not presently determinable but, in the 
opinion of management of the Company after consulting with legal 
counsel, the ultimate liability in excess of reserves currently 
recorded is not expected to have a material effect on annual 
results of operations, financial position, liquidity or capital 
resources of the Company. 


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

		None

                        16

<PAGE>
			PART II

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

DESCRIPTION OF SEARS COMMON SHARES

	The summary contained herein of certain provisions of the 
Restated Certificate of Incorporation, as amended (the 
"Certificate of Incorporation"), of Sears does not purport to be 
complete and is qualified in its entirety by reference to the 
provisions of such Certificate of Incorporation filed as Exhibit 
3.(i) hereto and incorporated by reference herein.

	The Certificate of Incorporation authorizes the issuance of 
1,000,000,000 common shares, par value $0.75 per share, and 
50,000,000 preferred shares, par value $1.00 per share. As of the 
date hereof, there are no preferred shares outstanding.  
Preferred shares may be issued in series with rights and 
privileges as authorized by the Board of Directors. 

	Subject to the restrictions on dividends mentioned below 
and the rights of the holders of any preferred shares which may 
hereafter be issued, each holder of common shares is entitled to 
one vote per share, to vote cumulatively for the election of 
directors, to dividends declared by the Board of Directors, and, 
upon liquidation, to share in the assets of Sears pro rata in 
accordance with his,  her or its holdings after payment of all 
liabilities and obligations.  The holders of common shares have 
no preemption, redemption, subscription or conversion rights.  

	Sears Board of Directors is divided into three classes 
serving staggered three-year terms.  Because the Board is 
classified, shareholders wishing to exercise cumulative voting 
rights to assure the election of one or more directors must own 
approximately three times as many shares as would be required if 
the Board were not classified.  Directors may be removed only for 
cause upon the affirmative vote of at least 75% of the shares 
entitled to vote.  Such a vote is also required to alter, amend 
or repeal, or to adopt any provision inconsistent with, Article 5 
of the Certificate of Incorporation concerning directors, or to 
fix the number of directors by shareholder vote.  

	There are no restrictions on repurchases or redemption of 
shares by Sears which do not impair its capital, except that the 
indentures relating to certain of Sears long-term debt and an 
agreement pursuant to which Sears has provided a credit facility 
in support of certain tax increment revenue bonds issued by the 
Village of Hoffman Estates, Illinois, in connection with the 
construction of its headquarters facility, provide that Sears 
will not take certain actions, including the declaration of cash 
dividends and the repurchase of shares, which would cause 
Unencumbered Assets plus certain Capitalized Rentals to drop 
below 150% of Liabilities plus such Capitalized Rentals (as such 
terms are defined in the indentures and the agreement).  The 
amount by which such Unencumbered Assets plus Capitalized Rentals 
exceeds 150% of such Liabilities plus Capitalized Rentals, as 
computed under certain of the indenture provisions, is set forth 
in Note 13 of the Notes to Consolidated Financial Statements on 
page 40 of the 1998 Annual Report. 

	Information regarding the principal market for Sears common 
shares, the number of shareholders and the prices of, and 
dividends paid on, Sears common shares is incorporated herein by 
reference to the section headed "Common Stock Market Information 
and Dividend Highlights" on page 46 of the 1998 Annual Report and 
to the information under the heading "Shareholders' equity - 
Dividend payments" contained in Note 13 of the Notes to 
Consolidated Financial Statements on page 40 of the 1998 Annual 
Report.

                         17

<PAGE>
Item 6.		Selected Financial Data

	The material under the caption "Five-Year Summary of 
Consolidated Financial Data" on page 44 of the 1998 Annual Report 
is incorporated herein by reference.

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

	The information contained under the captions "Management's 
Analysis of Consolidated Operations" on pages 19 - 25 and 
"Management's Analysis of Consolidated Financial Condition" on 
pages 27, 29 and 31, of the 1998 Annual Report, is incorporated 
herein by reference.

Item 7a.	Quantitative and Qualitative Disclosures About Market 
Risk

	The information contained under the caption "Market Risk" 
on page 45 of the 1998 Annual Report is incorporated herein by 
reference.

Item 8.		Financial Statements and Supplementary Data 

	The consolidated financial statements of the Company, 
including the notes to all such statements, and other information 
on pages 18 - 46 (other than that incorporated by reference to 
Item 7 hereof) of the 1998 Annual Report is incorporated herein 
by reference.

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

	None

                         18

<PAGE>
                       PART III

Item 10.	Directors and Executive Officers of the Registrant

	Information regarding directors and executive officers of 
Sears is incorporated herein by reference to the descriptions 
under "Item 1: Election of Directors" on pages 5 - 7 of the 1999 
Proxy Statement and to Item 1 of this Report under the caption 
"Executive Officers of the Registrant" on pages 12 - 13.

Item 11.	Executive Compensation

	Information regarding executive compensation is 
incorporated by reference to the material under the captions 
"Item 1: Election of Directors," "Directors' Compensation and 
Benefits," "Executive Compensation," "Stock Options," "Long-Term 
Performance Plan," "Pension Plan Table," "Termination and Change 
in Control Arrangements" and "Compensation Committee Interlocks 
and Insider Participation" on pages 5 - 7, 9, 12 - 13, 14 - 15, 
15, 16, 17 - 18 and 22, respectively, of the 1999 Proxy 
Statement.

Item 12.	Security Ownership of Certain Beneficial Owners and 
Management

	Information regarding security ownership of certain 
beneficial owners and management is incorporated herein by 
reference to the material under the heading "Beneficial 
Ownership" on pages 10 - 11 of the 1999 Proxy Statement.

Item 13.	Certain Relationships and Related Transactions

	None

                    19


<PAGE>
                      PART IV

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

	(a)1 and 2 - 	An "Index to Financial Statements and 
Financial Statement Schedules" has been filed as a part of this 
Report beginning on page S-1 hereof.

	(a)3 - 	Exhibits:

		An "Exhibit Index" has been filed as a part of this 
Report beginning on page E-1 hereof and is incorporated herein by 
reference.

	(b)  - 	Reports on Form 8-K:

		A Current Report on Form 8-K dated October 22, 1998 
was filed with the Securities and Exchange Commission (the 
"Commission") on October 23, 1998 to report, under Item 5, that 
the Company issued a press release to report its third quarter 
earnings and to file, under Item 7, a copy of such press release.


		A Current Report on Form 8-K dated December 2, 1998 
was filed with the Commission on December 2, 1998 to report, 
under Item 5, that the Company issued a press release to announce 
its November domestic revenues and to file, under Item 7, a copy 
of such press release.

                         20



<PAGE>
                     SIGNATURES

	Pursuant to the requirements of Section 13 of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act") 
the Registrant has duly caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized.

							SEARS, ROEBUCK AND CO.
							   (Registrant)

									
							*/S/Jeffrey N. Boyer
						By:	Jeffrey N. Boyer
						     	Vice President and
						     	Controller

							March 18, 1999

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

 Signature                        Title                    Date


*/S/Arthur C. Martinez
 Arthur C. Martinez            Director, Chairman 
                               of the Board of 
                               Directors, President 
                               and Chief Executive 
                               Officer
*/S/Alan J. Lacy
Alan J. Lacy                   Chief Financial 
                               Officer and President, 
                               Credit (Principal 
                               Financial Officer)

*/S/Jeffrey N. Boyer
Jeffrey N. Boyer               Vice President and
                               Controller(Principal 
                               Accounting Officer)                           

*/S/Hall Adams, Jr.
Hall Adams, Jr.                 Director           March 18, 1999


*/S/Brenda C. Barnes 
Brenda C. Barnes                Director


*/S/Warren L. Batts 
Warren L. Batts                 Director


*/S/Alston D. Correll, Jr.
Alston D. Correll, Jr.          Director


*/S/Michael A. Miles 
Michael A. Miles                Director


*/S/Richard C. Notebaert
Richard C. Notebaert            Director


*/S/Hugh B. Price 
Hugh B. Price                   Director


*/S/Clarence B. Rogers 
Clarence B. Rogers, Jr.         Director


*/S/Patrick G. Ryan 
Patrick G. Ryan                 Director


*/S/Dorothy A. Terrell
Dorothy A. Terrell              Director




*By:	/S/Jeffrey N. Boyer Individually and as Attorney-in-fact
      -------------------
	Jeffrey N. Boyer

<PAGE>
SEARS, ROEBUCK AND CO.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
Year Ended January 2, 1999


The following consolidated financial statements, notes thereto 
and related information of Sears, Roebuck and Co., are 
incorporated herein by reference to the Company's 1998 Annual 
Report.


Incorporated by reference in Item 8 herein:                Page*


Consolidated Statements of Income                            18

Consolidated Balance Sheets                                  26

Consolidated Statements of Cash Flows                        28

Consolidated Statements of Shareholder's Equity              30

Notes to Consolidated Financial Statements                   32

Independent Auditors' Report                                 43

Five-Year Summary of Consolidated Financial Data             44

Quarterly Results                                            46

Incorporated by reference in Item 5 herein:

   Common Stock Market Information and Dividend Highlights   46

Incorporated by reference in Item 7a herein:

   Market Risk                                               45



*Refers to page number in Company's Annual Report



            S-1

<PAGE>
SEARS, ROEBUCK AND CO.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
Year Ended January 2, 1999


The following additional statement schedules, Independents 
Auditors' Report and Consent of Independent Auditors are 
furnished herewith pursuant to the requirements of Form 10-K.



                                                         Page
Schedule required to be filed under the provisions of 
regulation S-X Article 5:


    Schedule II - Valuation and Qualifying Accounts       S-3



Independent Auditors' Report                              S-4

Consent of Independent Auditors                           S-5



All other schedules are omitted because they are not applicable 
or not required.









                               S-2


<PAGE>
	SEARS, ROEBUCK AND CO.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>


                                          Additions
                         Balance at       Charged to                    Balance at
                         Beginning        Cost and       Deductions       End of
(millions)               of Period        Expenses       (Describe)      Period
                         ----------       ----------     ----------     ----------
<S>                      <C>               <C>             <C>           <C>
Year Ended 
 January 2, 1999
   Allowance for 
   uncollectible 
   accounts               $   1,113         $  1,287        $  1,426 (A)   $   974


Year Ended 
 January 3, 1998
   Allowance for 
   uncollectible 
   accounts               $     801         $  1,532        $  1,220 (B)   $ 1,113


Year Ended 
 December 28, 1996
   Allowance for 
   uncollectible 
   accounts               $     819         $    971        $    989 (B)   $   801

<FN>
(A) 	Represents uncollectible credit card receivable accounts which have been 
charged off and $106 million transferred to retained interest in transferred 
credit card receivables related to receivables which were transferred to the 
Master Trust in 1998.

(B)  Represents uncollectible credit card receivable accounts which have been 
charged off.
</FN>
</TABLE>


                          S-3


<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors
Sears, Roebuck and Co.

We have audited the consolidated balance sheets of Sears, Roebuck 
and Co. as of January 2, 1999 and January 3, 1998, and the 
related consolidated statements of income, shareholders' equity, 
and cash flows for each of the three years in the period ended 
January 2, 1999, as set forth in the Index to Financial 
Statements and Financial Statement Schedules on page S-1, and 
have issued our report thereon dated February 11, 1999, except 
for paragraphs 1 and 3 of Note 10, as to which the date is March 
10, 1999; such consolidated financial statements and report are 
included in your 1998 Annual Report to Shareholders and are 
incorporated herein by reference. Our audits also included the 
financial statement schedule of Sears, Roebuck and Co., listed on 
page S-1.  This financial statement schedule is the 
responsibility of the Company's management.  Our responsibility 
is to express an opinion based on our audits.  In our opinion, 
such financial statement schedule, when considered in relation to 
the basic consolidated financial statements taken as a whole, 
presents fairly in all material respects the information set 
forth therein.

We have also previously audited, in accordance with generally 
accepted auditing standards, the Consolidated Statements of 
Financial Position of Sears, Roebuck and Co. as of December 28, 
1996, December 30, 1995 and December 31, 1994, and the related 
Consolidated Statements of Income, Shareholders' Equity and Cash 
Flows for the years ended December 30, 1995 and December 31, 1994 
(none of which are presented herein); and we expressed 
unqualified opinions on those consolidated financial statements.

Our audits were conducted for the purpose of forming an opinion 
on the basic consolidated financial statements taken as a whole.  
The additional information set forth under "Operating Results" 
and "Financial Position" and on the lines captioned "Book value 
per common share", "Average common and equivalent shares 
outstanding", and "Earnings per common share - diluted" for each 
of the five years in the period ended January 2, 1999, appearing 
under the caption "Five Year Summary of Consolidated Financial 
Data" on page 44 of your 1998 Annual Report to Shareholders is 
presented for the purpose of additional analysis and is not a 
required part of the basic consolidated financial statements.  
This additional information is the responsibility of the 
Company's management.  Such information has been subjected to the 
auditing procedures applied in our audits of the basic 
consolidated financial statements and, in our opinion, is fairly 
stated in all material respects when considered in 
relation to the basic consolidated financial statements taken as 
a whole.

/S/Deloitte & Touche LLP

Deloitte & Touche LLP
Chicago, Illinois
February 11, 1999

                               S-4


<PAGE>



CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration 
Statement Nos. 2-64879, 2-80037, 33-18081, 33-23793, 33-41485, 
33-43459, 33-45479, 33-55825, 33-58851, 33-64345, 333-8141, and 
333-38131 of Sears, Roebuck and Co.; Registration Statement Nos. 
33-58139, 33-64215, 333-9817, 333-30879, and 333-62847 of Sears, 
Roebuck and Co. and Sears Roebuck Acceptance Corp.; Registration 
Statement Nos. 33-64775, 333-18591, and 333-43309 of Sears, 
Roebuck and Co. and Sears, Roebuck and Co. Deferred Compensation 
Plan; Registration Statement Nos. 33-57205, 333-11973, and 333-
53149 of Sears Roebuck and Co. and the Sears 401(k) Profit 
Sharing Plan (formerly, The Savings and Profit Sharing Fund of 
Sears Employees); and Registration Statement No. 33-44671 of 
Sears, Roebuck and Co. and Sears DC Corp.; of our report dated 
February 11, 1999, except for paragraphs 1 and 3 of Note 10, as 
to which the date is March 10, 1999, incorporated by reference in 
the Annual Report on Form 10-K of Sears, Roebuck and Co. for the 
year ended January 2, 1999.

/S/Deloitte & Touche LLP

Deloitte & Touche LLP
Chicago, Illinois
March 10, 1999






                         S-5


<PAGE>

            EXHIBIT INDEX

	Sears, Roebuck and Co. Form 10-K
	For the Year Ended January 2, 1999


3.(i)       Restated Certificate of Incorporation, as amended to
            May 13, 1996 (incorporated by reference to Exhibit
            3(a) to Registration Statement No. 333-8141).
*3.(ii)     By-Laws as amended to February 2, 1999.
4.(i)       Forms of restricted stock grants under Registrant's
            1990 Employees Stock Plan (incorporated by reference 
            to Exhibit 4.(i) to the Registrant's Annual 
            Report on Form 10-K for the fiscal year ended 
            December 31, 1993).**
4.(ii)      Form of restricted stock grants under Registrant's 
            1994 Employees Stock Plan (incorporated by reference 
            to Exhibit 4.(ii) to the Registrant's Annual 
            Report on Form 10-K for the fiscal year ended 
            December 31, 1994).**
4.(iii)     Forms of Performance-Based Stock Options granted 
            under Registrant's 1994 Employees Stock Plan 
            (incorporated by reference to Exhibit 4.(iii) to the 
            Registrant's Annual Report on Form 10-K for the 
            fiscal year ended January 3, 1998).**
4.(iv)      Forms of Performance-Based Restricted Stock grants 
            under Registrant's 1994 Employees Stock Plan
            (incorporated by reference to Exhibit 4.(iv) to the 
            Registrant's Annual Report on Form 10-K for the 
            fiscal year ended January 3, 1998).**
*4.(v)      Forms of stock options granted under Registrant's
            1994 Employees Stock Plan.
4.(vi)      Registrant hereby agrees to furnish to the 
            Commission, upon request, with the instruments 
            defining the rights of holders of each issue of 
            long-term debt of the Registrant and its consolidated
            subsidiaries.
10.(i)(a)   Separation Agreement dated February 20, 1995 between 
            Registrant and The Allstate Corporation (incorporated 
            by reference to Exhibit 10(a) to The Allstate
            Corporation's Current Report on Form 8-K dated 
            February 22, 1995).***
10.(i)(b)   Marketing File Separation Agreement dated February 
            20, 1995 between Registrant and The Allstate 
            Corporation (incorporated by reference to Exhibit 
            10(b) to The Allstate Corporation's Current Report on 
            Form 8-K dated February 22, 1995).***
10.(i)(c)   Research Services Agreement dated February 20, 1995 
            between Registrant and The Allstate Corporation
            (incorporated by reference to Exhibit 10(c) to 
            The Allstate Corporation's Current Report on Form 8-K 
            dated February 22, 1995).***
10.(i)(d)   Tax Sharing Agreement dated May 14, 1993 between 
            Registrant and its subsidiaries (incorporated by 
            reference to Exhibit 10.6 to Amendment No. 3 
            to The Allstate Corporation's Registration Statement 
            No. 33-59676).
10.(i)(e)   Supplemental Tax Sharing Agreement dated January 27, 
            1995 between Registrant and The Allstate Corporation 
            (incorporated by reference to Exhibit 10(d) to The 
            Allstate Corporation's Current Report on Form 8-K 
            dated February 22, 1995).***
10.(i)(f)   Supplemental Human Resources Allocation Agreement
            dated January 27, 1995 between Registrant and The 
            Allstate Corporation (incorporated by 
            reference to Exhibit 10(e) to The Allstate 
            Corporation's Current Report on Form 8-K dated 
            February 22, 1995).***
10.(i)(g)   Profit Sharing and Employee Stock Ownership Plan 
            Allocation Agreement dated January 27, 1995 between 
            Registrant and The Allstate Corporation 
            (incorporated by reference to Exhibit 10(f) to The 
            Allstate Corporation's Current Report on Form 8-K 
            dated February 22, 1995).***
10.(ii)(1)  Registrant's 1979 Incentive Compensation Plan 
            (incorporated by reference to Exhibit 
            10.(iii)(1) to the Registrant's Quarterly Report on 
            Form 10-Q for the fiscal quarter ended March 31, 
            1985).** ****
10.(ii)(2)  Registrant's 1978 Employes Stock Plan, as amended 
            (incorporated by reference to Exhibit 10.(iii)(2) to 
            the Registrant's Annual Report on Form 10-K for the 
            fiscal year ended December 31, 1989).** ****
10.(ii)(3)  Registrant's Deferred Compensation Plan for 
            Directors, as amended and restated on October 9, 1996 
            (incorporated by reference to Exhibit 10(a) to 
            the Registrant's Quarterly Report on Form 10-Q for 
            the quarterly period ended September 28, 
            1996).** ****
10.(ii)(4)  Registrant's Annual Incentive Compensation Plan, 
            amended and restated as of January 1, 1994 
            (incorporated by reference to Appendix B to the 
            Registrant's Proxy Statement dated March 23, 
            1994).** ****
10.(ii)(5)  Registrant's Long-Term Incentive Compensation Plan, 
            amended and restated as of January 1, 1994 
            (incorporated by reference to Appendix C to 
            the Registrant's Proxy Statement dated March 23,
            1994).** ****
10.(ii)(6)  Registrant's 1982 Employees Stock Plan (incorporated 
            by reference to Exhibit 4(a)(1) to Registration 
            Statement No. 2-80037 of the Registrant).****
10.(ii)(7)  Description of Registrant's Supplemental Life 
            Insurance Plan, amended as of December 31, 1986 
            (incorporated by reference to the second and third 
            full paragraphs on page 10 of the Registrant's Proxy 
            Statement dated March 26, 1987).** ****
10.(ii)(8)  Registrant's Non-Employee Directors' Retirement Plan, 
            as amended and restated to March 13, 1996 
            (incorporated by reference to Exhibit 10. (iii)(8) to 
            Registrant's Annual Report on Form 10-K for the year 
            ended December 30, 1995).** ****
10.(ii)(9)  Description of Registrant's Non-Employee Director 
            Life Insurance Plan (incorporated by reference to the 
            first paragraph on page 10 of the Registrant's Proxy 
            Statement dated March 26, 1998).** ****
10.(ii)(10) Registrant's 1990 Employees Stock Plan, amended as of 
            May 12, 1994 (incorporated by reference to Exhibit 
            10.20 to The Allstate Corporation's Annual Report on 
            Form 10-K for the fiscal year ended December 31, 
            1994).*** ****
10.(ii)(11) Registrant's Supplemental Retirement Income Plan, as
            amended effective February 6, 1996 (incorporated by 
            reference to Exhibit 10.(iii)(11) to the 
            Registrant's Annual Report on Form 10-K for the 
            fiscal year ended December 30, 1995).** ****
10.(ii)(12) Amendment to Registrant's Supplemental Retirement 
            Income Plan, adopted by the Registrant's Board of 
            Directors on December 23, 1997 (incorporated 
            by reference to Exhibit 10.(iii)(12) to the
            Registrant's Annual Report on Form 10-K for the 
            fiscal year ended January 3, 1998).** ****
10.(ii)(13) Registrant's 1986 Employees Stock Plan, amended as of 
            May 12, 1994 (incorporated by reference to Exhibit 
            10.19 to The Allstate Corporation's Annual Report on 
            Form 10-K for the fiscal year ended December 31, 
            1994).*** ****
10.(ii)(14) Registrant's Transferred Executives Pension
            Supplement (incorporated by reference to Exhibit 
            10.(iii)(13) to the Registrant's Annual Report on 
            Form 10-K for the fiscal year ended December 31, 
            1988).** ****
10.(ii)(15) Amendment to Registrant's Transferred Executives 
            Pension Supplement adopted on March 13, 1996 
            (incorporated by reference to Exhibit 10.(iii)(14) 
            to the Registrant's Annual Report on Form 10-K for 
            the fiscal year ended December 30, 1995).** ****
10.(ii)(16) Registrant's Supplemental Long-Term Disability Plan 
            (incorporated by reference to Exhibit 10.d to the 
            Registrant's Quarterly Report on Form 10-Q for the 
            quarterly period ended September 30, 1995).** ****
*10.(ii)(17)  Registrant's Deferred Compensation Plan, as amended 
              and restated on October 14, 1998.
10.(ii)(18) Registrant's Management Supplemental Deferred Profit 
            Sharing Plan (incorporated by reference to Exhibit 
            10(b) to the Registrant's Quarterly Report on Form 
            10-Q for the quarter ended October 1, 1994).** ****
10.(ii)(19) Registrant's Non-Employee Director Stock Plan 
            (incorporated by reference to Appendix B of the 
            Registrant's Proxy Statement dated March 20, 
            1996).** ****
10.(ii)(20) Registrant's 1994 Employees Stock Plan (incorporated 
            by reference to Appendix A to the Registrant's Proxy 
            Statement dated March 23, 1994).** ****
10.(ii)(21) Registrant's Associate Stock Ownership Plan 
            (incorporated by reference to Exhibit 10.(iii)(21) to 
            the Registrant's Annual Report on Form 10-K for the 
            fiscal year ended January 3, 1998).** 
10.(ii)(22) Employment Agreement between Registrant and Arthur C. 
            Martinez dated August 10, 1992 (incorporated by 
            reference to Exhibit 10.(a) to the Registrant's 
            Quarterly Report on Form 10-Q for the quarterly 
            period ended September 30, 1992).** ****
10.(ii)(23) Agreement dated November 13, 1995 amending employment 
            contract of Arthur C. Martinez dated August 10, 1992 
            (incorporated by reference to Exhibit 10. (iii)(21) 
            to Registrant's Annual Report on Form 10-K for the 
            fiscal year ended December 30, 1995).** ****
10.(ii)(24) Extension of employment contract of Arthur C. 
            Martinez, dated August 9, 1995 (incorporated by 
            reference to Exhibit 10(c) to the Registrant's 
            Quarterly Report on Form 10-Q for the quarterly 
            period ended September 30, 1995).** ****
10.(ii)(25) Employment Agreement between the Registrant and 
            Robert L. Mettler, dated February 1, 1993 
            (incorporated by reference to Exhibit 10(b) to the 
            Registrant's Current Report on Form 8-K dated June 
            20, 1995).** ****
10.(ii)(26) Letter from the Registrant to Alan J. Lacy dated 
            December 14, 1994 relating to employment incorporated 
            by reference to Exhibit 10(d) to the Registrant's 
            Current Report on Form 8-K dated June 20, 
            1995).** ****
10.(ii)(27) Letter from the Registrant to William G. Pagonis 
            dated August 15, 1993 relating to employment 
            (incorporated by reference to Exhibit 10(e) to the 
            Registrant's Current Report on Form 8-K dated June 
            20, 1995).** ****
*10.(ii)(28)  Letter from the Registrant to Richard J. Srednicki 
              dated June 4, 1998 relating to employment.
10.(ii)(29) Form of severance and non-compete agreement for 
            executive officers of the Registrant (incorporated by 
            reference to Exhibit 10(c) to the Registrant's 
            Quarterly Report on Form 10-Q for the quarterly 
            period ended September 28, 1996).** ****
10.(ii)(30) Sears Executive Retirement Plan Arrangements 
            (incorporated by reference to Exhibit 10(iii)(34) to 
            the Registrant's Annual Report on Form 10-K for the 
            fiscal year ended December 30, 1995).** ****
*12.(a)     Computation of ratio of income to fixed charges for 
            Registrant and consolidated subsidiaries.
*12.(b)     Computation of ratio of income to combined fixed 
            charges and preferred share dividends for Registrant 
            and consolidated subsidiaries.
*13.(ii)    Portions of Registrant's Annual Report incorporated 
            by reference into Part I or Part II of Registrant's 
            Annual Report on Form 10-K for the fiscal year 
            ended January 2, 1999.
*21.        Subsidiaries of the Registrant.
*23.        Consent of Deloitte & Touche LLP.
*24.        Power of Attorney of certain officers and directors 
            of the Registrant.
*27.        Financial Data Schedules.
*99.(i)     Sears 401(k) Profit Sharing Plan, as amended and 
            restated effective January 1, 1998.
*99.(ii)    Amendment to the Sears 401(k) Profit Sharing Trust 
            dated June 26, 1998.
*99.(iii)   Amendment to the Sears 401(k) Profit Sharing Trust 
            dated December 1, 1998.
*99.(iv)    Press release of the Registrant dated March 16, 1999.








----------------                 
*	Filed herewith
**	SEC File No. 1-416
***	SEC File No. 1-11840
****	A management contract or compensatory plan or arrangement 
required to be filed as an exhibit to this report pursuant to 
Item 14(c) of Form 10-K.