Exhibit 10. (iii)(34)














                 SEARS EXECUTIVE RETIREMENT PLAN ARRANGEMENTS

































February 6, 1996

                               TABLE OF CONTENTS




                 SEARS EXECUTIVE RETIREMENT PLAN ARRANGEMENTS

                                   SECTION 1
                                    General
            
      1.1   Purpose and Effective Date.  Sears, Roebuck and Co. (the
"Company") has established these Sears Executive Retirement Plan
Arrangements (the "Plan") for certain key Sears employees effective
as of February 6, 1996 for the purpose of providing certain
supplemental pension benefits to employees as described in
individual written agreements.  The Plan hereby incorporates by
reference the relevant portions of each individual agreement with
regard to supplemental pension benefits, including any appropriate
reference to the Supplemental Retirement Income Plan ("SRIP").  The
Secretary of the Company shall certify that the relevant portions
of each individual agreement are part of this Plan.

      1.2  Definitions.  Unless the context clearly requires
otherwise, any word, term or phrase used in the Plan shall have the
same meaning as is assigned to it under the terms of the Pension
Plan, or, if appropriate, SRIP.

      1.3   Plan Administration.  The authority to control and manage
the operation and administration of the Plan shall be vested in the
"Pension Plan Administrator" under the Pension Plan.  In exercising
such authority, the Pension Plan Administrator, to the extent
necessary and appropriate, shall have the same rights, powers and
duties as those delegated to the Pension Plan Administrator under
the Pension Plan.  The Pension Plan Administrator shall have the
power and authority to interpret and construe the provisions of the
Plan, to determine the amount of benefits payable to any person
under the Plan, and to remedy any ambiguities, inconsistencies or
omissions of whatever kind.  Any determination made by the Pension
Plan Administrator under the Plan shall be conclusive on all
persons.

      1.4   ERISA Status.  The plan is unfunded and is maintained
primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees (within
the meaning of sections 201(a) (2), 301(a) (3) and 401(a) (1) of
the Employee Retirement Income Security Act of 1974, as amended).

      1.5   Source of Benefits.  The amount of any benefit payable
under the Plan shall be paid from the general revenues of the
Company.  No person who is entitled to any benefits under the Plan
shall have any preferred claim on or any interest in any assets of
the Company and any rights of such person under the Plan shall
constitute unsecured contractual rights of a general creditor.

      1.6   Applicable Laws.  The Plan shall be construed and
administered in accordance with the laws of the State of Illinois.

                                   SECTION 2
                                 Participation

      Each individual who is a key executive and who has a written
individual agreement for supplemental pension benefits is a
participant in this Plan.

                                   SECTION 3
                         Amount and Payment of Benefit

      3.1   Amount of Benefit.  The benefit payable under the Plan
shall be as described in each individual arrangement, and shall be
computed using the rules of SRIP, and, as necessary, the rules of
the Sears Pension Plan then in effect.

      3.2   Payment of Benefits.  The benefit payable to or on
account of a participant under the Plan shall be payable at the
time and under the same terms and conditions as described from time
to time in SRIP.

      3.3   Distributions to Persons Under Disability.  In the event
that any individual is declared incompetent and a conservator or
other person legally charged with the care of the individual's
person or estate is appointed, any retirement income to which such
individual is entitled under this Plan shall be paid to such
conservator or other person.

      3.4  No Assignment or Alienation.  The benefit payable to, or
on account of, any individual under this Plan may not be
voluntarily or involuntarily assigned, alienated or encumbered.

                                   SECTION 4
                           Amendment and Termination

      The Company reserves the right to amend or terminate this Plan
at any time.