This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933.


SEARS, ROEBUCK AND CO.
Hoffman Estates, Illinois



Name:                                     Date:   March 12, 1997           
ssn:                                      Total Number of Shares:
                                          Price per Share:  $56.13


Pursuant to action taken by Sears, Roebuck and Co. (the "Company") under the
1994 Employees Stock Plan (the "Plan"), you are hereby granted the option
(herein called "this option") to purchase, at the price per share shown
above, upon and subject to the provisions and conditions hereinafter set
forth, the total number of common shares of the Company shown above, in three
installments, with this option becoming exercisable for one-half of said
total number of shares on the 12th day of March, 2002 and for one-quarter of
said total number of shares on the 12th day of March in each of the years
2003 and 2004.  This option will not become exercisable for any common shares
of the Company unless the average mean (adjusted to the next higher full cent
to eliminate any fractional cent) between the high and low prices per share
for the Company's common shares as reported in a summary of composite
transactions for stocks listed on the New York Stock Exchange (such mean
being the "Mean Common Share Price") is at least equal to the amount or
amounts specified in the following paragraph for the period or periods
specified therein.

With respect to each of the three installments specified above, this option
will become exercisable for one-half of the number of shares specified in the
above paragraph for such installment only if (i) for any period of twenty
consecutive trading days occurring within three years from the date of grant
the average of the Mean Common Shares Price during such period is at least
$75, or (ii) for any period of twenty consecutive trading days occurring
within five years from the date of grant the average of the Mean Common Share
Prices is at least $100 (the "50% Condition").  With respect to each of the
three installments specified above, this option will become exercisable for
the remaining one-half of the number of shares specified in the above
paragraph for such installment only if for any period of twenty consecutive
trading days occurring within five years from the date of grant the average
of the Mean Common Share Prices during such period is at least $100 (the
"100% Condition").  You may exercise your right to purchase all or any of the
shares included in any such installment on or after the date of such
installment, provided such option has become exercisable, but in any event
not later than February 28, 2007  (the "Expiration Date"), by making payment
in full for the shares which you so elect to purchase, at the price per share
herein prescribed, by check, made payable to "Sears, Roebuck and Co."  Please
submit your payment to:

                 Stock Option Office
                 Sears, Roebuck and Co.
                 Hoffman Estates, IL  60179

The exercise of this option shall be effective on the date when payment in
full for the shares being purchased is actually received in the Stock Option
Office; provided that no payment shall be accepted which is received in the
Stock Option Office after the Expiration Date.  You will receive a stock
certificate representing the shares for which you have made payment, except
that the Company shall not be obligated to deliver any stock certificates
unless and until (i) there has been compliance with any federal or state laws
or regulations or national securities exchange requirements which the Company
may deem applicable; (ii) all legal matters in connection with the sale and
delivery of the shares have been approved by the Company's counsel; and (iii)
your check in payment for the shares has cleared.

Upon the occurrence from time to time prior to the Expiration Date of a
Change of Control (as defined in Appendix A), notwithstanding any other
provision of this option, during the sixty-day period from and after the
Change of Control, you are hereby granted the right ("limited stock
appreciation rights") to elect to surrender, in whole or in part, any
exercisable option right which has become exercisable under this option upon
or prior to the date of such election and receive payment therefor, from the
Company or one of its subsidiaries, in cash, with respect to each share
subject to the surrendered option right in an amount equal to the excess of
the fair market value of such share on the date of surrender over the option
price.  The fair market value of common shares of the Company on the date of
surrender shall be the Mean Common Share Price on the date the Stock Option
Office receives the notice referred to below of your election to exercise
such right or, if the New York Stock Exchange is not open for trading on such
date, the average of the Mean Common Share Price on the nearest date before
and the nearest date after such date on which the New York Stock Exchange is
open for trading (adjusted to the next higher full cent to eliminate any
fractional cent).  You may exercise such election by notifying the Stock
Option Office, in writing, of the number of shares with respect to which you
wish to exercise limited stock appreciation rights.  Notification of your
election must be received in the Stock Option Office no later than the end of
the aforesaid sixty-day period and prior to the Expiration Date.  In no event
may any such election be made until six months after the date of grant of
this option, provided, however, that in the case of a limited stock
appreciation right which is exercisable, solely as a result of a Change of
Control due to approval by the shareholders of the Company of a Business
Combination (as defined in Appendix A) or the option to purchase Company
common shares which has become exercisable solely due to your termination (as
specified below) following a Change of Control due to approval by the
shareholders of the Company of a Business Combination, any exercise by you
shall be conditioned upon, and deemed effective immediately prior to,
consummation of the Business Combination (except that the fair market value
of common shares of the Company shall continue to be determined, in
accordance with the provisions set forth above, on the date the Stock Option
Office receives the election to exercise all or any portion of such limited
stock appreciation rights), and provided further, that notwithstanding the
provisions of this paragraph, you may at any time exercise any option rights 
in accordance with the other provisions of this option.

This option will not be treated as an incentive stock option for federal
income tax purposes.  Therefore, under existing laws and regulations, the
difference between the price paid for the shares purchased hereunder and the
market value thereof on the date this option is exercised, or any amounts
received in cash upon the exercise of limited stock appreciation rights or
otherwise with respect to this option, will be subject to federal income tax
at ordinary rates and to social security tax and to their respective
withholding requirements, and may be subject to state and local taxes and
withholding requirements.  The payment of all such federal, state and local
taxes is your personal responsibility.  However, the Company, at its
discretion, may require you to deposit with it an amount equal to any
required withholding.  You may elect that all or any portion of any such
withholding required to be deposited upon exercise of this option shall be
satisfied by having the Company withhold a portion of the whole shares
issuable pursuant to your exercise of this option.   Such shares shall be
valued at their fair market value on the date of exercise.  

The Company reserves and shall have the right, by written notice to you, to
change the provisions of this option in any manner that it may deem necessary
or advisable to carry out the purpose of its grant as a result of any change
in applicable laws or regulations or any future regulation, ruling or
judicial decision; provided that any such change shall be applicable only to
shares for which payment or limited stock appreciation rights elections shall
not then have been made as herein provided.

If you cease to be employed by the Company or any of its subsidiaries for any
of the following reasons:  (i) death, (ii) total and permanent disability or
(iii) normal or, with Company approval, early retirement, then this option
shall be exercisable (but only to the extent that the conditions specified by
the following provisos are satisfied) by you (or in the case of your death,
your executor, administrator, legal representative or beneficiary) during the
five-year period commencing on the date of your termination of employment,
but in no event later than the Expiration Date, for the number of Company
common shares determined by multiplying the total number of Company common
shares first shown above by a fraction, the numerator of which is the number
of calendar months which have elapsed since and including the date of grant
of this option through the date of such termination of employment (rounded up
to the nearest whole number, but in no event shall such numerator be greater
than 84) and the denominator of which is 84 ("Prorated Shares"); provided,
however, that this option shall be exercisable for one-half of such Prorated
Shares only when and if the 50% Condition is satisfied; and provided further,
that this option shall be exercisable for the remaining one-half of such
Prorated Shares only when and if the 100% Condition is satisfied.

Except as provided below, if you cease to be employed by the Company or any
of its subsidiaries because of voluntary termination of your employment by
you, involuntary termination of your employment by the Company or by mutual
agreement of you and the Company, then this option shall terminate as to the
shares for which you shall not then have made payment or limited stock
appreciation rights elections as aforesaid, except that within three months
after the date you cease to be so employed, but in no event later than the
Expiration Date, you or in the case of your death, your executor,
administrator, legal representative or beneficiary, may pay for and receive
all or any of the shares for which this option had become exercisable on or
prior to the date you cease to be so employed and for which you shall not
then have made payment or limited stock appreciation rights elections as
aforesaid.  

Following a Change of Control, if you cease to be employed by the Company or
any of its subsidiaries due to (i) the involuntary termination of your
employment by the Company for any reason other than Cause (as defined below),
(ii) termination of your employment for Good Reason (as defined below) or
(iii) termination of your employment by mutual agreement between you and the
Company, then this option shall terminate as to the shares for which you
shall not then have made payment or limited stock appreciation rights
elections as aforesaid, except that within the three-month period commencing
on the date of your termination of employment, but in no event later than the
Expiration Date, this option shall be exercisable by you for the total number
of Company common shares first shown above, in the case of clause (i), and
for the number of Prorated Shares, in the case of clause (ii) or (iii) (but
only to the extent that the conditions specified by the following provisos
are satisfied); provided, however, that this option shall be exercisable for
one-half of such shares only if the 50% Condition has been satisfied prior to
your date of termination; and provided further, that this option shall be
exercisable for the remaining one-half of such shares only if the 100%
Condition has been satisfied prior to your date of termination.

For the purpose of this Agreement, (a) "Cause" shall mean (1) a material
breach by you of those duties and responsibilities which do not differ in any
material respect from your duties and responsibilities during the 90-day
period immediately prior to a Change of Control (other than due to incapacity
due to physical or mental illness) which is demonstrably willful and
deliberate on your part, which is committed in bad faith or without
reasonable belief that such breach is in the best interests of the Company
and which is not remedied in a reasonable period of time after receipt of
written notice from the Company specifying such breach or (2) the commission
by you of a felony involving moral turpitude, and (b) "Good Reason" shall
mean a significant reduction in your responsibilities, title or annual base
salary, or your mandatory relocation to an office outside of the greater
Chicago metropolitan area.

Notwithstanding anything to the contrary set forth herein, this option shall
not become exercisable to purchase any shares until six months after the date
of grant of this option.

In the event that the Company (in connection with the disposition of all or
a portion of the stock of any subsidiary of the Company, the sale of stock by
any subsidiary or otherwise) no longer includes, or anticipates that it will
no longer include, your employer in the Company's consolidated federal income
tax return, the Company may in its discretion either terminate your rights
under this option as to shares or rights not theretofore purchased or
exercised or make such other provision with respect thereto as it shall deem
appropriate and equitable or in the interest of the Company.  In either such
case, the Company shall use reasonable efforts to provide you with sufficient
notice of such termination or other provision so as to afford you a
reasonable opportunity prior to the effectiveness thereof during which you
may elect to exercise any of your then-exercisable rights under this option.

In the event of a stock dividend or stock split of issued common shares of
the Company, the Company shall, and in the event of a combination or other
reduction in the number of issued common shares of the Company, or spin-off
or other distribution of any assets of the Company or any subsidiary or all
or any portion of the interest of the Company in any subsidiary to the
shareholders of the Company, the Company may make such adjustments, if any,
in the number of unpurchased shares subject to this option, the exercise
price per share and the limited stock appreciation rights with respect
thereto, and the closing price or prices for the Company common shares which
are conditions for this option becoming exercisable, as it may in good faith
determine to be appropriate and equitable.

In the event of a merger, consolidation, reorganization, sale or exchange of
substantially all assets, or dissolution of the Company (an "extraordinary
corporate transaction"):

         (i)     your rights under this option shall terminate as to shares
or rights not theretofore purchased or exercised except to the extent
provided by the Company or in the terms of the merger, consolidation,
reorganization, or plan for dissolution or sale or exchange of the assets;

         (ii)    appropriate and equitable provision shall be made, by the
Company, in the terms of the merger, consolidation, reorganization or plan
for dissolution or sale or exchange of the assets, or otherwise, with respect
to your rights under this option; and

         (iii)   for purposes of the foregoing clause (ii), in the case of any
extraordinary corporate transaction which is consummated six months or more
after the date of grant of this option, such appropriate and equitable
provision shall mean that either (a) appropriate and equitable provision
shall be made for the continuation and adjustment of the rights under this
option or (b) the Company shall be obligated to make adequate provision
(including without limitation (1) to the extent required, obtaining any
necessary approvals or consents by the shareholders, the Board of Directors
or any committee of the Board of Directors of the Company or any governmental
authority, and (2) if you are subject to Section 16(b) of the Exchange Act,
such action as may be required to assure that any amounts received by you are
not subject to recovery pursuant to Section 16(b)) to assure that either (x)
each installment of this option shall have accrued and been exercisable for
such period of time prior to consummation of such extraordinary corporate
transaction so as to afford you a reasonable opportunity prior to such
consummation during which you may elect to exercise any of your rights under
each installment of this option, or (y) upon consummation of such
extraordinary corporate transaction, you shall receive an amount, in cash,
with respect to each share subject to this option (whether or not the right
to purchase such share has then accrued) and for which you have not then made
payment or limited stock appreciation rights elections as aforesaid, at least
equal to the excess of the fair market value of such share, on the date of
such extraordinary corporate transaction, over the option price.  The fair
market value of common shares of the Company on the date of an extraordinary
corporate transaction shall be the simple arithmetic average of the mean
(adjusted to the next higher cent to eliminate any fractional cent) between
the high and low prices for the Company's common shares, as reported in a
summary of composite transactions for stocks listed on the New York Stock
Exchange, for each of the most recent ten days preceding such date for which
there were such reported transactions.

This option and the limited stock appreciation rights provided for herein
shall be exercisable during your lifetime only by you or your guardian or
legal representative and may not be sold, transferred, pledged or otherwise
assigned by you, expressly or by operation of law, except in the event of
your death, and then only to the extent and subject to the provisions and
conditions herein set forth.  Any attempted sale, transfer, pledge or other
disposition thereof by you shall be void and shall constitute valid grounds
for cancellation of this option and the limited stock appreciation rights
provided for herein by the Company.

You are also prohibited from selling your option shares if you are in
possession of "confidential, material, non-public information" about Sears or
its affiliated companies.

This option is granted for the purpose of affording selected key employees an
opportunity to acquire a proprietary interest in the Company through stock
ownership.  However, any shares purchased pursuant hereto will be your sole
property, and the Company recognizes that you may find it necessary to sell
all or part of such shares for various reasons.


This option and the limited stock appreciation rights provided for herein
shall be of no force or effect and no rights hereunder shall exist after the
Expiration Date.

                                          Sears, Roebuck and Co.



                                          Arthur C. Martinez
                                          Chairman and Chief Executive Officer

                                 Appendix A

Certain Definitions

A "Change of Control" shall mean:

                 (a) The acquisition by any individual, entity or group
(within the meaning of Section 13 (d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended [the "Exchange Act"] (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (i) the then outstanding common shares
of the Company (the "Outstanding Company Common Shares") or (ii) the combined
voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities");provided, however, that the following
acquisitions shall not constitute a Change of Control: (i) any acquisition
directly from the Company (excluding an acquisition by virtue of the exercise
of a conversion privilege); (ii) any acquisition by the Company or any of its
subsidiaries; (iii) any acquisition by any employee benefit plan (or any
related trust) sponsored or maintained by the Company of any of its
subsidiaries; or (iv) any acquisition by any corporation pursuant to a
reorganization, merger or consolidation, if, following such reorganization,
merger or consolidation, the conditions described in clauses (i), (ii) and
(iii) of (c) below are satisfied; or

                 (b) Individuals who, as of the date hereof, constitute the
Board of Directors of the Company (the "Board")(as of the date hereof, the
"Incumbent Board") cease for any reason to constitute at least a majority of
the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by
the Company's shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

                 (c) Approval by the shareholders of the Company of a
"Business Combination", which shall mean a reorganization, merger or
consolidation, in each case, unless, following such reorganization, merger or
consolidation, (i) more than 60% of, respectively, the then outstanding
common shares of the corporation resulting from such reorganization, merger
of consolidation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Shares and
Outstanding Company Voting Securities immediately prior to such
reorganization, merger or consolidation in substantially the same proportions
as their ownership, immediately prior to such reorganization, merger or
consolidation, of the Outstanding Company Common Shares and Outstanding
Company Voting Securities, as the case may be, (ii) no Person (excluding the
Company, any of its subsidiaries, any employee benefit plan (or related
trust) sponsored or maintained by the Company, any of its subsidiaries or
such corporation resulting from such reorganization, merger or consolidation
and any Person beneficially owning, immediately prior to such reorganization,
merger or consolidation, directly or indirectly, 20% or more of the
Outstanding Company Common Shares or Outstanding Company Voting Securities,
as the case may be) beneficially owns, directly or indirectly, 20% or more
of, respectively, the then outstanding common shares of the corporation
resulting from such reorganization, merger or consolidation or the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors and (iii) at least a
majority of the members of the board of directors of the corporation
resulting from such reorganization, merger or consolidation were members of
the Incumbent Board at the time of the execution of the initial agreement
providing for such reorganization, merger or consolidation: or

                 (d) Approval by the shareholders of the Company of (i) a
complete liquidation or dissolution of the Company or (ii) the sale or other
disposition of all or substantially all of the assets of the Company, other
than to a corporation, with respect to which following such sale or other
disposition, (A) more then 60% of, respectively, the then outstanding common
shares of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally
in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Shares and Outstanding Company Voting Securities immediately prior to such
sale or other disposition in substantially the same proportion as their
ownership, immediately prior to such sale or other disposition, of the
Outstanding Company Common Shares and Outstanding Company Voting Securities,
as the case may be, (B) no Person (excluding the Company, any of its
subsidiaries, and any employee benefit plan (or related trust) sponsored or
maintained by the Company, any of its subsidiaries or such corporation and
any Person beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, 20% or more of the Outstanding Company
Common Shares or Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding common shares of such corporation and the combined voting
power of the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors and (C) at least a majority of
the members of the board of directors of such corporation were members of the
Incumbent Board at the time of the execution of the initial agreement or
action of the Board providing for such sale or other disposition of assets of
the Company.

For purposes of the foregoing definition of "Change of Control", a
"subsidiary" of the Company shall mean any corporation in which the Company,
directly or indirectly, holds a majority of the voting power of such
corporation's outstanding shares of capital stock.