Exhibit 3
 
 
Sears, Roebuck and Co.





---



By-Laws

As Amended to

February 14, 2001





---



Incorporated

New York

1906

By-Laws

of

Sears, Roebuck and Co.

as amended to

February 14, 2001



MEETINGS OF SHAREHOLDERS

Section 1.   Place of Meetings. All meetings of the shareholders shall be held at such place within or without the State of New York as shall be fixed by the Board of Directors from time to time.

Section 2.   Annual Meetings

Nominations of persons for election to the Board of Directors of the Company and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders (a) pursuant to the Company's notice of
meeting, (b) by or at the direction of the Board of Directors or (c) by any shareholder of the Company who was a shareholder of record at the time of giving of notice provided for in this By-Law, who is entitled to vote at the meeting and who complied
with the notice procedures set forth in this By-Law.

For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (c) of the foregoing paragraph of this By-Law, the shareholder must have given timely notice thereof in writing to the
Secretary of the Company. To be timely, a shareholder's notice shall be delivered to the Secretary at the principal executive offices of the Company not less than 45 days nor more than 75 days prior to the first anniversary of the date on which the
Company first mailed its proxy materials for the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary date of the
preceding year's annual meeting, notice by the shareholder to be timely must be so delivered not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such meeting is first made. Such shareholder's notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or reelection as a director all
information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is
made; (c) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such shareholder, as they appear on the Company's books, and of such beneficial owner and
(ii) the class and number of shares of the Company which are owned beneficially and of record by such shareholder and such beneficial owner.

Notwithstanding anything in the second sentence of the preceding paragraph to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement
naming all of the nominees for Director or specifying the size of the increased Board of Directors made by the Company at least 70 days prior to the first anniversary of the preceding year's annual meeting, a shareholder's notice required by this By-Law
shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the 10th
day following the day on which such public announcement is first made by the Company.

Only such persons who are nominated in accordance with the procedures set forth in these By-Laws shall be eligible to serve as directors and only such business shall be conducted at an annual meeting of shareholders as shall have been
brought before the meeting in accordance with the procedures set forth in this By-Law. The chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in
accordance with the procedures set forth in this By-Law and, if any proposed nomination or business is not in compliance with this By-Law, to declare that such defective proposal shall be disregarded.

For purposes of this By-Law, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Company with
the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

Notwithstanding the foregoing provisions of this By-Law, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-Law.
Nothing in this By-Law shall be deemed to affect any rights (i) of shareholders to request inclusion of proposals in the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock to
elect directors under specified circumstances.

Section 3.   Special Meetings

Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected (a) pursuant to the Company's notice of meeting (b) by or at the direction of the Board of
Directors or (c) by any shareholder of the Company who is a shareholder of record at the time of giving of notice provided for in this By-Law, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this
By-Law. Nominations by shareholders of persons for election to the Board of Directors may be made at such a special meeting of shareholders if the shareholder's notice required by the third paragraph of Section 2 of Article I of these By-Laws shall be
delivered to the Secretary at the principal executive offices of the Company not earlier than the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the 10th day
following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.

Only such persons who are nominated in accordance with the procedures set forth in these By-Laws shall be eligible to serve as directors and only such business shall be conducted at a special meeting of shareholders as shall have been
brought before the meeting in accordance with the procedures set forth in this By-Law. The chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in
accordance with the procedures set forth in this By-Law and, if any proposed nomination or business is not in compliance with this By-Law, to declare that such defective proposal shall be disregarded.

Notwithstanding the foregoing provisions of this By-Law, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-Law.

Section 4.    Notice of Meetings

Section 5.   Quorum

Section 6.   Organization and Adjournment

Section 7.   Voting

Section 8.   Inspectors of Election

BOARD OF DIRECTORS

Section 1.  Number, Qualification and Term of Office. The business of the Company shall be managed under the direction of a Board of Directors, each of whom shall be at least 25 years of age. The number of directors of the Company
shall be fixed and may from time to time be increased or decreased by the affirmative vote of a majority of the entire Board of Directors, but in no event shall the number of directors be less than 7 or more than 20.

Section 2.  Vacancies

Section 3.  Resignations

Section 4.  Place of Meetings

Section 5.   Annual Meetings

Section 6.  Other Meetings.

Section 7.   Notice of Meetings

Section 8.   Organization, Quorum, Written Consents and Meetings by Telephone or Similar Equipment

A majority of the directors in office at the time (but not less than one-third of the entire Board of Directors) shall constitute a quorum necessary for the transaction of business, and, except as otherwise provided in these By-Laws, the
action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board of Directors a quorum is not present, a majority of the directors present may adjourn the
meeting from time to time.

Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or the committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consent thereto by the members of the Board of Directors or committee shall be filed with the minutes of the proceedings of the Board of Directors or committee.

Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board of Directors or committee by means of a conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 9.   Compensation

COMMITTEES

S

The Secretary of the Company shall act as secretary of each committee meeting or any person as may be designated by the chairman of the committee shall act as secretary of the meeting and keep the minutes of such meeting.

The Board of Directors, by the vote of a majority of the entire Board of Directors, may remove the chairman or any member of any committee, and may fill from among the directors vacancies in any committee caused by the death, resignation,
or removal of any person elected thereto.

The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

Each committee may determine its own rules of procedure, consistent with these By-Laws. Meetings of any committee may be called upon direction of the Chairman of the Board of Directors, the President, or the chairman of the committee.
Notice of each meeting shall be given to each member of the committee, by personal delivery, telephone, telegram, facsimile transmission, or regular or express mail addressed to the member at his or her usual business address, or to the address where the
member is known to be, at least three days (excluding Saturdays, Sundays, and holidays) prior to the meeting in case of notice by regular mail, and at least three hours prior to the meeting in case of notice by personal delivery, express mail, telephone,
telegram, or facsimile transmission. All notices which are given by regular mail shall be deemed to have been given when deposited in the United States mail, postage prepaid. Notice of meetings of any committee may be waived by any member of the committee
before or after the meeting. At meetings of each committee, the presence of a majority of such committee shall be necessary to constitute a quorum for the transaction of business, and, if a quorum is present at any meeting, the action taken by a majority
of the members present shall be the act of the committee. Each committee shall keep a record of its acts and proceedings, and all action shall be reported to the Board of Directors at the next meeting of the Board of Directors following such action. Each
committee shall annually consider whether amendments to the section of Article III of these By-Laws relating to the composition and function of such committee appear to be in the best interests of the Company. Each committee shall report on such
recommendations to the Nominating Committee annually, no later than December. The Nominating Committee shall report on such recommendations to the Board of Directors at its first regular meeting each year.

Section 2.   Executive Committee

The Executive Committee, unless otherwise provided by resolution of the Board of Directors, shall between meetings of the Board of Directors have all the powers of the Board of Directors and may perform all of the duties thereof, except
that the Executive Committee shall have no authority as to the following matters: (i) submission to shareholders of any action that requires shareholders' authorization under the New York Business Corporation Law; (ii) compensation of directors; (iii)
amendment or repeal of these By-Laws or the adoption of new By-Laws; (iv) amendment or repeal of any resolution of the Board of Directors that by its terms may not be so amended or repealed; (v) action in respect of dividends to shareholders; (vi)
election of officers, directors or members of committees of the Board of Directors. Any action taken by the Executive Committee shall be subject to revision or alteration by the Board of Directors, provided that rights or acts of third parties vested or
taken in reliance on such action prior to their receipt of written notice of any such revision or alteration shall not be adversely affected by such revision or alteration.

Section 3.   Audit Committee

Section 4.  Compensation Committee

The Compensation Committee shall, on its own initiative or upon referral from the Board of Directors, investigate, analyze and consider the current and future financial practices of the employee benefit plans of the Company and its
subsidiaries and shall report and make such recommendations to the Board of Directors as the Committee deems appropriate.

Section 5. Nominating Committee. The provisions regarding the composition of the Nominating Committee and the duties and responsibilities of its members shall be set forth in that certain Nominating Committee Charter as adopted by
the Board of Directors. The Nominating Committee shall conduct its meetings and carry out its duties and responsibilities in accordance with the applicable provisions of these By-Laws.

OFFICERS

Section 1.   Officers. The Board of Directors shall, at its annual meeting, and may at any other meeting, or any adjournment thereof, elect from among its members a Chairman of the Board of Directors and a President. The Board of
Directors may also elect at such meeting one or more Vice Chairmen and one or more Vice Presidents, who may have special designations, and may elect at such meeting a Treasurer, a Controller and a Secretary, who also may have special designations.

The Board of Directors may elect or appoint such other officers and agents as it shall deem necessary, or as the business of the Company may require, each of whom shall hold office for such period, have such authority and perform such
duties as the Board of Directors may prescribe from time to time.

Any two or more offices, except the offices of Chairman of the Board of Directors and Secretary, the offices of President and Secretary and the offices of Chief Financial Officer (regardless of title) and Controller, may be held by the
same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity.

Section 2.  Term of Office

Section 3.   Vacancies

Section 4.   The Chairman of the Board of Directors

Section 5.   The President

Section 6.   Vice Chairmen and Vice Presidents

Section 7.   Chief Financial Officer

The Chief Financial Officer shall deposit all money and other valuables in the name and to the credit of the Company with such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the Company
as may be ordered by the Board of Directors, shall render to the Board of Directors, the Chairman of the Board of Directors, or the President, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the
financial condition of the Company, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board of Directors, the President or these By-Laws.

Section 8.   Controller

Section 9.   Secretary

Section 10.   Compensation

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.  Indemnification. Any person (hereinafter called an "Indemnitee") made, or threatened to be made, a party to, or who is otherwise involved in, any action, suit or proceeding whether civil, criminal, administrative or
investigative, by reason of the fact that such Indemnitee, or his or her testator or intestate, is or was a director or officer of the Company, or, while a director or officer of the Company and at the request of the Company, is or was serving another
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, shall be indemnified by the Company to the full extent permitted by applicable law, against judgments, fines, amounts paid in settlement and all
expenses, including attorneys' fees, actually incurred as a result of such action, suit or proceeding, or any appeal therein.

Without limitation of the foregoing, the Company shall be deemed to have requested an Indemnitee to serve an employee benefit plan where the performance by such person of his or her duties to the Company also imposes duties on, or
otherwise involves services by, such person to the plan or participants or beneficiaries of the plan. Excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be considered fines.

Section 2.   Partial Indemnity

Section 3.   Advancement of Expenses

Section 4.   Corporate Action; Judicial Review

Section 5.   Contract Right

Section 6.   Change in Control

A "Change in Control of the Company" shall be deemed to have occurred if (a) any "person" (as such term is used in Section 13(d) of the Securities Exchange Act of 1934) is or becomes the beneficial owner (as defined in Rule 13d-3 under
such Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding voting shares, or (b) during any period of two consecutive years, individuals who at the beginning of
such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof unless the election of each director who was not a director at the beginning of the period was approved by a vote of a least 75% of
the directors then still in office who were directors at the beginning of the period.

"Independent Counsel" shall refer to an attorney-at-law who at the time of his or her selection shall not have otherwise performed services for the Company or the Indemnitee within the previous five years. Independent Counsel shall not be
any person who, under the standards of professional conduct to which he or she is legally subject, would have a conflict of interest in representing either the Company or the Indemnitee in connection with the determination of the Indemnitee's rights under
this Article V; nor shall Independent Counsel be any person who has been sanctioned or censured for ethical violations of such standards of professional conduct.

Section 7.   Period of Limitations

Section 8.   Non-exclusivity

Section 9.    Applicable Law

STOCK CERTIFICATES AND TRANSFER OF STOCK

Section 1.   Certificates of Stock. Certificates representing shares of the Company shall be in such form, consistent with law, as shall be approved by the Board of Directors. They shall be signed by the Chairman of the Board of
Directors or President or a Vice Chairman or a Vice President, and by the Secretary or Treasurer or by an Assistant Secretary or Assistant Treasurer, and shall be sealed with the corporate seal of the Company. Such seal may be an engraved or printed
facsimile, and the signature of such officers of the Company, or any of them, may be printed facsimiles if such certificates are countersigned by a Transfer Agent or registered by a Registrar other than the Company itself or an employee thereof. In case
any officer who shall have signed any such certificate, or whose facsimile signature shall have been used thereon, shall cease to be such officer before such certificate shall have been issued by the Company, such certificate may be issued by the Company
with the same effect as if such officer had not ceased to be such at the date of the issuance of such certificate. The signature of the Transfer Agent and Registrar on a certificate representing shares of the Company may also be a printed facsimile when
the same entity acts in the dual capacity.

Section 2.   Transfer of Certificated Stock

Section 3.   Transfer Agent and Registrar; Regulations

Section 4.   Record Date of Shareholders

Section 5.    Uncertificated Shares

Section 6.   Shareholder Records

FISCAL YEAR

The fiscal year of the Company shall begin on January 1 in 1994, and thereafter shall begin on the day after the Saturday closest to December 31 in each year, and shall end on the Saturday closest to December 31 in 1994 and each year thereafter.

SEAL

The corporate seal of the Company shall be circular in form and shall contain the name of the Company and the words "New York," "1906," and "Seal." The Secretary shall have custody of the seal, and a duplicate of the seal may be kept and used by
any Assistant Secretary.

AMENDMENTS

These By-Laws may be amended or repealed by the vote of a majority of the directors present at any meeting of the Board of Directors at which a quorum is present or by the vote of the holders of the shares of the Company at the time entitled to
vote in the election of directors at any meeting of the shareholders at which a quorum is present.