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                          UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                              FORM 10-K

X           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                                        OR
_          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

               For the fiscal year ended January 3, 1998

                  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
Title of each class                                on 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

On January 30, 1998 Registrant had 390,862,644 common shares outstanding.  Of
these, 352,632,488 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 30, 1998) of approximately $16.2 billion, were
owned by shareholders other than directors and executive officers of the
Registrant, The Sears 401(k) Profit Sharing Plan and any other person known
by the Registrant as of the date hereof to beneficially own five percent or
more of Registrant's common shares.
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<PAGE>
     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 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.     [ X ]

               Documents Incorporated By Reference

     Parts I and II of this Form 10-K incorporate by reference certain
information from the registrant's 1997 Annual Report to Shareholders (the
"1997 Annual Report").  Part III of this Form 10-K incorporates by reference
certain information from the registrant's definitive Proxy Statement dated
March 26, 1998, for its Annual Meeting of Shareholders to be held on May 14,
1998 (the "1998 Proxy Statement").

<PAGE>
                            PART I 

Item 1.             Business

           Sears, Roebuck and Co. ("Sears") originated from an enterprise
established in 1886.  It was incorporated under the laws of New York in 1906.
Its principal executive offices are located at 3333 Beverly Road, Hoffman
Estates, Illinois.  Sears and its consolidated subsidiaries (the "Company")
is a multi-line retailer which provides a wide array of merchandise and
services through two segments - Domestic Operations and International
Operations.  The Company is among the largest retailers of merchandise and
services in the world.

        The Domestic Operations segment includes the Company's operations in
the United States and Puerto Rico and consist of Retail (comprised of Full-
line Stores and Specialty Stores), Services (comprised of Home Services and
Direct Response Marketing), Credit and Corporate (comprised of the activities
which are of a holding company nature).

        The International Operations segment consists of similar retail,
services and credit operations conducted through a majority-owned subsidiary
in Canada.

        For further information, see "Domestic Operations" and "International
Operations" below and "Analysis of Consolidated Operations" and "Analysis of
Consolidated Financial Condition" beginning on pages 21 and 27, respectively,
of the 1997 Annual Report, incorporated herein by reference in response to
Item 7 hereof.

                    ________________________________

        Information regarding revenues, operating income,  net income and
assets of the Company's Domestic Operations segment and International
Operations segment for each of the three fiscal years ended January 3, 1998,
December 28, 1996 and December 30, 1995 is in Note 16 of the Notes to
Consolidated Financial Statements on page 39 of the 1997 Annual Report,
incorporated herein by reference in response to Item 8 hereof.  Information
on the components of revenues is included in the "Analysis of Consolidated
Operations" beginning on page 21 of the 1997 Annual Report, incorporated
herein by reference in response to Item 7 hereof.

        The Company employs approximately 334,000 people worldwide.
<PAGE>

DOMESTIC OPERATIONS

      The Company's Domestic Operations consists of the following:

Retail
        At January 3, 1998, Retail consisted of:

-      Full-line Stores, which 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, and include portrait studios, optical and
          other licensees.

-    Specialty Stores, which consist of: 

     -    Home Stores, which consists of specialty store
          formats designed to offer the Company's hardlines
          merchandise to outlets outside of the Full-line
          Stores.  The specific store formats are as follows:

          -  576 Sears Dealer Stores that are primarily
             independently owned and operated and offer
             Kenmore and major national brand appliances
             and electronics for the home, CRAFTSMAN
             tools, DIEHARD batteries and lawn and
             garden equipment.  Dealer Stores are
             primarily located in smaller, rural
             markets.

        -    255 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.

        -    129 Sears HomeLife furniture stores which
             offer popular furniture brands at value
             prices and are located within select major
             metropolitan markets.  There are 101
             freestanding HomeLife stores and an
             additional 28 located within Sears Full-
             line Stores.

        -    Commercial Sales, which  primarily targets
             home builders, remodelers and property
             managers for appliance purchases, as well
             as vocational schools, factory maintenance
             and service companies for industrial tool
             purchases.  Commercial Sales has also
             introduced the Appliance Select program in
             52 Full-line Stores.  This program targets
             the new home buyer and offers a full
             selection of KENMORE and major national
             brand kitchen and home appliances.
<PAGE>

-      Auto Stores, which consist of two distinct groups,
       the Tire Group and the Parts Group:

       -   The Tire Group is comprised of 780 Sears
           Auto Centers primarily located at the mall-
           based Full-line Stores and 326 NTB National
           Tire & Battery stores.  These stores sell
           and install tires, automotive batteries and
           related goods and services.

    -      The Parts Group is comprised of:

           -   576 Parts America stores that sell
               automotive replacement parts to
               do-it-yourself customers.

           -   808 independently owned and
               operated stores that operate under
               the Western Auto name and purchase
               merchandise wholesale from Western
               Auto Supply Company, a subsidiary
               of the Company.

        -      39 Western Auto stores, located
               primarily in Puerto Rico, that
               sell automotive parts and repair
               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 selling automotive parts and tires, batteries and related
services.

Services

   At January 3, 1998, Services consisted of:

-    Home Services, which included:

     -   Product Services (repair services), which provides
         product repair on all major brands of appliances
         and consumer electronics, regardless of where
         purchased.

     -   Service Contracts, which provides extended warranty
         coverage through maintenance agreements.

     -   Installed Home Improvements, which includes the
         following services provided through 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 and plumbing and electrical
           services.

<PAGE>
        -  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.

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

                                ------------

      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 offered by the Company's domestic credit operations
("Credit") make it more attractive for customers to purchase goods and
services from the Retail and Services businesses.  As of December 1997,
Credit had approximately 27.0 million active customer credit accounts
(accounts with balances as of the beginning or end of December 1997) with an
average balance of $1,058.  Sears Card, the traditional charge card,
accounted for approximately 90% of total receivables.  There were
approximately 41 million Sears Card customers with accounts that were active
during any month in 1997.

         Sears stores also accept third party credit and debit cards such as
VISA, MasterCard, American Express and Discover Card.  Sears Card as a
percentage of total sales in the Full-line and  the majority of the specialty
store formats was approximately  55.1%, 56.6% and 56.6% for fiscal years
1997, 1996 and 1995, 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 portion
of domestic customer receivable balances are sold through SRFG, Inc., a
wholly-owned subsidiary, to a master trust (the "Master Trust") that issues
credit account pass-through certificates to public and private investors. 
The receivables represented by the pass-through certificates sold to third
parties qualify as sales for financial statement purposes and as such the
receivables are removed from the consolidated balance sheet.  The balance of
the receivables in the Master Trust, which 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 "Analysis of
Consolidated Operations," "Analysis of Consolidated Financial Condition" and
Notes 1 and 8 of the Notes to Consolidated Financial Statements beginning on
pages 21, 27, 31 and 36, respectively, of the 1997 Annual Report,
incorporated herein by reference in response to Items 7 and 8 hereof.

<PAGE>
      Credit's operations are subject to federal and state legislation,
including the consumer credit laws of each state in which its customers
reside.  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 which the Company might take in response
thereto, a significant reduction in the finance charges imposed by Credit
could 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 continuing increases in delinquencies, charge-offs and personal
bankruptcies could have an adverse effect on the Company.  As a result of
litigation arising in 1997 with respect to reaffirmations of amounts owed by
debtors seeking relief under Chapter 7 of the United States Bankruptcy Code,
and the related review of the Company's practices, future recoveries of
balances charged-off may be adversely affected.

      Sears National Bank (the "Bank"), a wholly-owned subsidiary of the
Company acquired in 1994, is a credit card bank limited to engaging solely in
credit card operations and is subject to certain other restrictions
applicable to credit card banks under federal law.  In 1994, the Bank became
the issuer of Sears Card accounts in Arizona.  Beginning in May 1995, the
Company has transferred to the Bank and the Bank now 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.

       For additional information regarding Credit, see "Analysis of
Consolidated Operations" beginning on page 21 of the 1997 Annual Report,
incorporated herein by reference in response to Item 7 hereof.

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.

Strategic Initiatives

       The Company's objective is to be a compelling place for customers to
shop, associates to work and equity holders to invest.  The Company strives
to achieve this objective by focusing on five priorities:  focusing on core
businesses, serving the target customer, being market driven, achieving
consistent productivity improvement and driving organizational
transformation.

       The Company strives to become a compelling place to shop by
strengthening its apparel offerings, converting non-selling space into
productive selling space, building underdeveloped merchandise categories,
investing in private brands, expanding into both urban and smaller markets
and leveraging expenses through cost control and productivity improvements. 
The Company is also seeking to drive the growth of its services business
through technological innovations, increased marketing of the HomeCentral
brand and acquisition of additional home improvement capabilities; and its
direct response business by capitalizing on its extensive customer data base.

       The Company strives to be a compelling place to work by tying
associate compensation to their performance, as well as the performance of
the business.  The Company has extended stock option grants and introduced a
discount stock purchase plan for all full-time and part-time regular
associates.

<PAGE>
       The Company believes that by making its stores compelling places to
shop and its workplace a compelling place to work, shareholder value will
follow, making Sears a compelling place to invest.  The Company also remains
committed to its strategy of growing the business and creating value by
leveraging what the Company believes to be its strengths, its reputation for
trust, integrity and fair value, its broad array of private and national
brands and its proprietary credit card.

                  --------------------

       For further information, see "Properties" below and "Analysis of
Consolidated Financial Condition" beginning on page 27 of the 1997 Annual
Report incorporated herein by reference in response to Item 7 hereof.

Sources of Merchandise

       At January 3, 1998, Domestic Operations purchased goods primarily
from approximately 4,500 domestic suppliers, most of whom have been suppliers
for many years.

Seasonality

       Due to holiday buying patterns, merchandise sales are traditionally
higher in the fourth quarter than in the other quarterly periods and a
disproportionate share of operating income is typically earned in the fourth
quarter.  Similarly, traditional business patterns generally result in the
lowest sales and operating income 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 and service
mark registrations.  This trade and service mark 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 Domestic Operations.  Sears KENMORE, CRAFTSMAN
and DIEHARD 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,
HOMELIFE, CIRCLE OF BEAUTY and CANYON RIVER BLUES.  The Company's right to
all of its brand names continues so long as it uses the names.

Competition

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

Employees

        Domestic Operations employs approximately 296,000 people, including
part-time employees.

<PAGE>

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 Domestic Operations.  

<TABLE>
<CAPTION>
                                   Full-line        Auto Stores                  Home Stores
                                    Stores     Tire(a)   Parts(b)  HomeLife(c)    Hardware   Dealer    Other(d)    Total
<S>                                <C>          <C>       <C>      <C>            <C>        <C>         <C>       <C>
Stores at January 3, 1998:          460          598       129       31             13         2           18        1,251
  Leased(e)
    Operating Leases                325          491       486       58            228         -            26       1,614
    Capital Leases(f)                48           17         -       12             14         -             -          91
  Independently owned and
   operated Dealer Stores             -            -         -        -              -       574            -          574

Total Stores at Fiscal Year-End
 1994                               800        1,007       384        72            80       285           70        2,698
  Stores opened during fiscal 1995   16           37       215        26            45        98            7          444
  Stores closed during fiscal 1995  (10)         (13)      (17)       (1)          (17)       (8)          (6)         (72)
 1995                               806        1,031       582        97           108       375           71        3,070
  Stores opened during fiscal 1996   27           40        67        12           136(j)    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 duting fiscal 1997   (9)         (20)     (102)       (9)           (7)      (17)         (16)        (180)
 1997                               833        1,106       615       101           255       576           44        3,530

Gross Retail Area at 
  Fiscal Year End
   (square feet in millions)
   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
   1995                           105.6         15.0        6.4       3.4          2.0       2.9          2.0        137.3

Retail Selling Area at
  Fiscal Year End
   (square feet in millions)
   1997                            71.9         2.2         4.7       3.0          6.5       3.1          1.3         92.7
   1996                            69.9         2.1         4.7       3.2          5.6       2.6          1.5         89.8
   1995                            66.8         2.1         4.5       2.9          1.7       1.9          1.5         81.4
_____________________________________________________________________________________________
 </TABLE>
<PAGE>

 Retail Store Revenues per Selling Square Foot

1997. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$318
1996. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$321
1995. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$323

(a)   1994 Tire Group store totals exclude Sears Tire Group properties
      owned or leased as part of Full-line Store properties. 

(b)   Excludes 808 independently owned and operated stores.

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

(d)   Other Stores consists of small-size appliance stores and retail
      outlet stores.  Excludes Other facilities owned or leased as part of
      Full-line Store properties.

(e)   Many of the leases contain renewal options.

(f)   Leased for terms ranging from five to 75 years.  The leases have
      been capitalized as assets of Domestic Operations.

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

      In addition, at January 3, 1998, there were 856 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; as well as
73 distribution facilities, most of which are leased for terms ranging from
one to 99 years.

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

      For Domestic Operations, the capital expenditures for expansion and
remodeling and other improvements (including $60 million of capitalized
financing leases but excluding amounts expended for administrative offices)
amounted to $1.4 billion for the fiscal year ended January 3, 1998.  In
fiscal 1998, planned capital expenditures for Domestic Operations of
approximately $1.4 billion include the remodeling and upgrade of merchandise
presentations in approximately 90 to 100 existing Full-line Stores, the
opening of 20 to 30 new Full-line Stores and over 100 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 "Analysis of Consolidated Financial
Condition" beginning on page 27 of the 1997 Annual Report, incorporated
herein by reference in response to Item 7 hereof.

<PAGE>

INTERNATIONAL OPERATIONS

        The Company conducts similar retail, services and credit operations
in Canada through Sears Canada Inc., a consolidated, 54.8% owned subsidiary
of Sears ("Sears Canada").  Sears Canada is the largest single retailer of
general merchandise in Canada.  Sears Canada operates 110 Full-line Stores,
eight Sears Whole Home Furniture Stores and eight outlet stores, and has
1,551 independent catalog merchant agents operating under local ownership, 79
independently operated dealer stores and 25 active warehouses.  During fiscal
1997, Sears Canada opened four new Sears Whole Home Furniture Stores and 19
dealer stores, and closed one outlet store.  Sears Canada currently has no
plans to open any new Full-line Stores during fiscal 1998, but does continue
to seek opportunities for expansion in desirable locations.  Subject to the
availability of suitable store locations on appropriate terms, in 1998, Sears
Canada plans to open 14 Sears Whole Home Furniture Stores, 21 dealer stores
and 100 catalog merchant agent locations, as well as to renovate 13 Full-line
Stores.  As of January 3, 1998, Sears Canada employed approximately 38,000
full and part-time employees.

        Sears Canada has an ongoing securitization program pursuant to which
undivided co-ownership interests in its pool of credit card 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 credit card
receivables are maintained on the Company's balance sheet and related
proceeds are recorded as debt.  Sears Canada acts as servicer of the credit
card receivables.

        In 1997, the Company sold 60 percent of the outstanding shares of
Sears, Roebuck de Mexico, S.A. de C.V. ("Sears Mexico") to Grupo Carso S.A.
de C.V. for gross cash proceeds of $103 million.  Sears Mexico results are no
longer included in the Company's consolidated operations.

<PAGE>

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  receivables balances to, Sears Roebuck Acceptance Corp. ("SRAC"), a
wholly-owned finance subsidiary.  SRAC obtains funds primarily from the
issuance of 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.  SOFNV debt matures in 1998 and no future
borrowings are planned.

       Sears DC Corp. ("SDCC"), a wholly-owned finance subsidiary of Sears,
was formed to borrow money and lend the proceeds of such borrowings to
certain former subsidiaries of the Company.  These former subsidiaries have
repaid all of their indebtedness to SDCC.  The only outstanding debt of SDCC
is one series of outstanding medium-term notes.  Pending repayment of these
notes as they become due, SDCC from time to time loans such funds to Sears. 
SDCC does not plan to issue additional debt.

       Substantially all the debt and related interest expense of SDCC, SRAC
and SOFNV supports the 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 "Domestic Operations - Credit," and
"International Operations," beginning on pages 6 and 11 hereof, respectively,
and Notes 1 and 8 of the Notes to Consolidated Financial Statements beginning
on pages 31 and 36, respectively, in the 1997 Annual Report, incorporated
herein by reference to Item 8 hereof.

<PAGE>

Executive Officers of the Registrant 

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

<TABLE>
<CAPTION>
                                                   Date First
Name                   Position                    Became Officer     Age
<S>                   <C>                          <C>               <C>
Arthur C. Martinez     Chairman of the Board of
                       Directors, President and 
                       Chief Executive Officer           1992           58

Paul A. Baffico        President, Automotive Group       1992           51

John H. Costello       Senior Executive Vice President, 
                       General Manager, Marketing        1993           50  

Gary L. Crittenden     Executive Vice President and
                       Chief Financial Officer           1996           44

Alan J. Lacy           President, Credit                 1995           44

Michael D. Levin       Senior Vice President, General
                       Counsel and Secretary             1996           55

Robert L. Mettler      President, Merchandising -
                       Full-line Stores                  1993           57

William G. Pagonis     Executive Vice President,
                       Logistics                         1993           56

Anthony J. Rucci       Executive Vice President,
                       Administration                    1993           47

William L. Salter      President, Home Stores            1995           54

Joseph A. Smialowski   Senior Vice President, Chief
                       Information Officer               1993           49

Allan B. Stewart       President, Stores - Full-line
                       Stores                            1984           55

Jane J. Thompson       President, Home Services          1988           46
</TABLE>
                    
      Messrs. Martinez, Baffico, Mettler, 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. Costello joined Sears in April 1993 as Senior Executive Vice
President, General Manager, Marketing Division, of the Merchandise Group. 
Prior to joining Sears, he had been President and Chief Operating Officer of
Nielsen Marketing Research USA.

        Mr. Crittenden joined Sears as Executive Vice President, Strategy and
Business Development, in February 1996.  From January 1997 to December 1997,
Mr. Crittenden served as President, Sears Hardware, and was not considered an
executive officer of the Company.  Prior to joining Sears, he had been Senior
Vice President and Chief Financial Officer of Melville Corporation, a
diversified specialty retailer, since 1994 and Executive Vice President and
Chief Financial Officer of Filene's Basement from 1991 to 1994.

          Mr. Lacy joined Sears in January 1995 as Senior Vice 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 September 1993. 
From September 1989 to September 1993, he was Senior Vice President of Kraft
General Foods in charge of finance, strategy and development matters.
<PAGE>

      Mr. Levin joined Sears in January 1996 as Senior Vice President and
General Counsel.  Prior to joining Sears, he had been a partner in the law
firm of Latham & Watkins since 1982.  Effective March 1, 1996, Mr. Levin also
became Secretary of the Company.

       Mr. Pagonis joined Sears in November 1993 as Senior Vice President
of Logistics of the Merchandise Group.  Prior to joining Sears, he had been
a Lieutenant General in the U.S. Army.

        Mr. Rucci joined Sears in October 1993 as Executive Vice President,
Administration of the Merchandise Group.  Prior to joining Sears, he had been
Senior Vice President, Strategy, Business Development and External Affairs
and previously Senior Vice President, Human Resources, of Baxter
International, Inc.

         Mr. Smialowski joined Sears in September 1993 as Vice President. 
Prior to joining Sears, he had been a partner at Price Waterhouse, which
provides public accounting, tax and management consulting services.  Mr.
Smialowski joined Price Waterhouse in December 1984.

Item 2.             Properties

        Information regarding the principal properties of the Company is
incorporated herein by reference to pages 9 to 11 of Item 1 hereof.

Item 3.             Legal Proceedings

             On June 3, 1997, the Company entered into a settlement of the
consolidated debtor class action lawsuits filed in the United States
Bankruptcy and District Courts for the District of Massachusetts by certain
current and former credit card holders of the Company who had declared
personal bankruptcy (the "Settlement").  These lawsuits alleged that the
Company had violated the United States Bankruptcy Code and consumer
protection laws in various states through activities related to certain debt
reaffirmation agreements.  During the second quarter of 1997, the Company
entered into consent decrees with Attorneys General in all fifty states and
with the Federal Trade Commission relating to these matters.  The consent
decrees with the States' Attorneys General require the Company, among other
things, to establish funds aggregating $40 million to be shared among the
states and used in part for consumer education.  A federal civil and criminal
investigation of these matters is ongoing. 

          On October 28, 1997, at a joint fairness hearing before the United
States Bankruptcy and the District Courts for the District of Massachusetts,
the courts approved the Settlement.  The Settlement required among other
things, the Company to pay the debtors the amounts collected pursuant to
reaffirmation agreements that were not filed with the bankruptcy courts,
including finance charges, plus 10% interest, and to undergo a review of its
credit bankruptcy reaffirmation procedures.  In addition, outstanding
balances relating to unfiled debt reaffirmation agreements were written off. 
The Company will also establish a $25 million fund to be distributed to the
debtors participating in the Settlement.

        Six purported shareholders derivative actions have been filed on
behalf of the Company against its directors and certain of its officers,
alleging breach of fiduciary duty for failing to prevent the improper
handling of certain of the Company's debt reaffirmation agreements.  The
complaints seek unspecified damages and attorneys' fees and expenses.  Five
of the six, which were filed May 14, 1997, June 11, 1997, June 27, 1997,
September 11, 1997 and November 5, 1997, have been consolidated in the
Supreme Court of the State of New York for the County of New York.  The 
remaining case, which was filed on December 17, 1997 in the Chancery Court of
the State of Illinois, Cook County, has been stayed pending resolution of the
New York consolidated action.  The Company has reached an agreement in
principle to settle all six of these derivative actions, subject to court
approval at a hearing which has been set for May 7, 1998.
<PAGE>
        On October 9, 1997, the Company reached an agreement in principle to
settle several consolidated securities class action lawsuits against the
Company and one of its officers in the United States District Court for the
Northern District of Illinois.  The amended consolidated complaint alleges
violations of the Securities Exchange Act of 1934 for failure to disclose the
bankruptcy collection practices described above in periodic filings with the
Securities and Exchange Commission prior to April 10, 1997.

         The Company recorded a pretax charge of $475 million ($320 million
on an after-tax basis) in the second quarter for the estimated cost of the
matters referred to above, including other related expenses.  This estimate
is based on management's assumptions as to the ultimate outcome of future
events and actual results could differ from this estimate.  As such, it is
possible that additional costs relating to the civil and criminal investigation
referred to above could be incurred that are material to operating results
for the period in which such investigation is resolved.  However, in the 
opinion of management, such possible additional costs are not expected to have 
a material effect on the 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
<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 January 30, 1998, there
were 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
preemptive, 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 and those of the credit facility agreement
referred to above, is set forth in Note 14 of the Notes to Consolidated
Financial Statements beginning on page 38 of the 1997 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 42 of the
1997 Annual Report and to the information under the heading "Shareholders'
equity - Dividend payments" contained in Note 14 of the Notes to Consolidated
Financial Statements on page 38 of the 1997 Annual Report.
<PAGE>

Item 6.             Selected Financial Data

       The material under the caption "Five-Year Summary of Consolidated
Financial Data" on page 41 of the 1997 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 "Analysis of
Consolidated Operations" on pages 21 - 25 and "Analysis of Consolidated
Financial Condition" on pages 27 and 29, of the 1997 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 42
of the 1997 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 20 - 42 (other
than that incorporated by reference to Item 7 hereof) of the 1997 Annual
Report is incorporated herein by reference.

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

                    None

<PAGE>
                         PART III

Item 10.     Directors and Executive Officers of the Registrant

     Information regarding directors and executive officers of the Company
is incorporated herein by reference to the descriptions under "Item 1:
Election of Directors" on pages 2 - 8 of the 1998 Proxy Statement and to Item
1 of this Report under the caption "Executive Officers of the Registrant" on
pages 14 - 15.

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," "Employment
Contracts, Termination and Change in Control Arrangements" and "Compensation
Committee Interlocks and Insider Participation" on pages 2 - 8, 9 - 10, 11,
12, 13, 13 - 14, 14 - 17 and 22, respectively, of the 1998 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 "Item 1: Election of Directors" on pages 2 - 8 of the 1998 Proxy
Statement.

Item 13.  Certain Relationships and Related Transactions

                    None.


<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
                 16, 1997 was filed with the Securities and
                 Exchange Commission (the "Commission") on
                 October 16, 1997 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.

<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/James A. Blanda
                                    By: James A. Blanda
                                        Vice President and
                                        Controller

                                       March 13, 1998

        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*             Director, Chairman of the       )
Arthur C. Martinez                 Board of Directors, President   )
                                   and Chief Executive Officer     )
                                                                   )
/S/Gary L. Crittenden*             Executive Vice President and    )
Gary L. Crittenden                 Chief Financial Officer         )
                                   (Principal Financial Officer)   )
                                                                   )
/S/James A. Blanda*                Vice President                  )
James A. Blanda                    and Controller (Principal       )
                                   Accounting Officer)             )
                                                                   )
/S/Hall Adams, Jr.*                Director                        )
Hall Adams, Jr.                                                    )
                                                                   )
                                                                   )
/S/Brenda C. Barnes*               Director                        )
Brenda C. Barnes                                                   )
                                                                   )
                                                                   )
/S/Warren L. Batts*                Director                        )
Warren L. Batts                                                    )
                                                                   )
/S/Alston D. Correll, Jr.*         Director                        )
Alston D. Correll, Jr.                                             )
                                                                   )
/S/Michael A. Miles*               Director                        )
Michael A. Miles                                                   )
                                                                   )
/S/Richard C. Notebaert*           Director                   March 24, 1997
Richard C. Notebaert                                               )
                                                                   )
/S/Hugh B. Price*                   Director                       )
Hugh B. Price                                                      )
                                                                   )
/S/Clarence B. Rogers*              Director                       )
Clarence B. Rogers                                                 )
                                                                   )
/S/Donald H. Rumsfeld*              Director                       )
Donald H. Rumsfeld                                                 )
                                                                   )
                                                                   )
                                                                   )
/S/Patrick G. Ryan*                                                )
Patrick G. Ryan                                                    )
                                                                   )
                                                                   )
/S/Dorothy A. Terrell*              Director                       )
Dorothy A. Terrell                                                 )

*By: /S/James A. Blanda    Individually and as Attorney-in-fact
        James A. Blanda


                         SEARS, ROEBUCK AND CO.
     INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
                       Year Ended January 3, 1998

The following consolidated financial statements, notes thereto and related
information of Sears, Roebuck and Co., are incorporated herein by reference
to the Company's 1997 Annual Report.

                                                                    Page*
Incorporated by reference in Item 8 herein:
Consolidated Statements of Income                                       20

Consolidated Balance Sheets                                             26

Consolidated Statements of Cash Flows                                   28

Consolidated Statements of Shareholders' Equity                         30

Notes to Consolidated Financial Statements                              31

Independent Auditor's Report                                            40

Five-Year Summary of Consolidated Financial Data                        41

Quarterly Results                                                       42

Incorporated by reference in Item 5 herein:

        Common Stock Market Information and Dividend Highlights         42

Incorporated by reference in Item 7a herein:

        Market Risk                                                     42


*  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 3, 1998


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


                                                               Page

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

Schedule II - Valuation and Qualifying Accounts                 S-3


Schedules required to be filed under the provisions 
of Regulation S-X Article 7:

        None.


Report of Independent Certified Public Accountants              S-4


Consent of Independent Certified Public Accountants             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>

(millions)
                                                       Additions
Description                             Balance at     Charged      Deductions(A)   Balance
                                        Beginning      to Costs     (Describe)      at End
                                        of Period     and Expenses                 of Period
                                        -----------   ------------  ------------   ---------
<S>                                     <C>           <C>            <C>           <C>
Year Ended January 3, 1998 
  Allowance for uncollectible accounts  $   801       $  1,532       $ 1,220       $ 1,113

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

Year Ended December 30, 1995 
  Allowance for uncollectible accounts  $   808       $    589       $   578       $   819

Certain prior year reclassifications have been made to conform with current
year presentation. 

(A) Represents uncollectible credit card receivable accounts which have been
charged-off.
</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 3, 1998 and December 28, 1996, and the related consolidated
financial statements for each of the three years in the period ended January
3, 1998, 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 20, 1998; such consolidated financial statements and report are
included in your 1997 Annual Report to Shareholders and are incorporated
herein by reference. Our audits also included the financial statement
schedule of Sears, Roebuck and Co., listed in item 14(a)1 and 2.  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 30, 1995, December 31, 1994 and
December 31, 1993, and the related Consolidated Statements of Income,
Shareholders' Equity and Cash Flows for the years ended December 31, 1994 and
December 31, 1993 (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 (year end)", "Average
common and equivalent shares outstanding", and "Earnings (loss) per common
share - diluted" for each of the five years in the period ended January 3,
1998, appearing under the caption "Five Year Summary of Consolidated
Financial Data" on page 41 of your 1997 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 20, 1998

                           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, 333-38131 of Sears, Roebuck and Co.;
Registration Statement Nos. 33-58139, 333-9817, 33-64215, 333-30879 of Sears,
Roebuck and Co. and Sears Roebuck Acceptance Corp.; Registration Statement
Nos. 33-64775 and 333-18591 of Sears, Roebuck and Co. and Sears, Roebuck and
Co. Deferred Compensation Plan; Registration Statement Nos. 33-57205 and
333-11973 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 20, 1998, incorporated by reference in
the Annual Report on Form 10-K of Sears, Roebuck and Co. for the year ended
January 3, 1998.


/S/Deloitte & Touche LLP

Chicago, Illinois
March 12, 1998

                           S-5
<PAGE>

             EXHIBIT INDEX 

                                                                         
Sears, Roebuck and Co. Form 10-K
For the Year Ended January 3, 1998

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 3, 1998.

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 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 year
             ended December 31, 1994).**

*4.(iii)     Forms of Performance-Based Stock Options granted under the 1994
             Employees Stock Plan.

*4.(iv)      Forms of Performance-Based Restricted Stock grants under the
             1994 Employees Stock Plan.

4.(v)        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.(iii)(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.(iii)(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.(iii)(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.(iii)(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.(iii)(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.(iii)(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.(iii)(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.(iii)(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.(iii)(9)  Description of Registrant's Non-Employee Director Life Insurance
             Plan (incorporated by reference to the eighth paragraph on page
             4 of the Registrant's Proxy Statement dated March 26, 1986).**
             ****


10.(iii)(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.(iii)(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.(iii)(12) Amendment to Registrant's Supplemental Retirement Income Plan,
              adopted by the Registrant's Board of Directors on December 23,
              1997.

10.(iii)(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.(iii)(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.(iii)(15)  Amendment to Registrant's Transferred Executives Pension
              Supplement adopted on March 13, 1996 (incorporated by reference
              to Exhibit 10.(iii)(14) to Registrant's Annual Report on Form
              10-K for the year ended December 30, 1995).** ****

10.(iii)(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.(iii)(17)  Registrant's Deferred Compensation Plan, as amended and
              restated on October 9, 1996 (incorporated by reference to
              Exhibit 10(b) to Registrant's Quarterly Report on Form 10-Q for
              the quarterly period ended September 28, 1996).** ****

10.(iii)(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.(iii)(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.(iii)(20)  Registrant's 1994 Employees Stock Plan (incorporated by
              reference to Appendix A to the Registrant's Proxy Statement
              dated March 23, 1994).** ****

*10.(iii)(21) Registrant's Associate Stock Ownership Plan.

10.(iii)(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.(iii)(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 year ended December 30, 1995).** ****

10.(iii)(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.(iii)(25)  Employment Agreement between the Registrant and John H.
              Costello, dated April 1, 1993 (incorporated by reference to
              Exhibit 10(a) to the Registrant's Current Report on Form 8-K
              dated June 20, 1995).** ****

10.(iii)(26)  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.(iii)(27)  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.(iii)(28)  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.(iii)(29)  Letter from the Registrant to Anthony J. Rucci dated September
              21, 1993 relating to employment (incorporated by reference to
              Exhibit 10(f) to the Registrant's Current Report on Form 8-K
              dated June 20, 1995).** ****

10.(iii)(30)  Letter from the Registrant to Michael D. Levin dated November
              27, 1995 relating to employment (incorporated by reference to
              Exhibit 10(iii)(32) to the Registrant's Annual Report on Form
              10-K for the fiscal year ended December 30, 1995).** ****

10.(iii)(31)  Letter from the Registrant to Gary L. Crittenden dated January
              2, 1996 relating to employment (incorporated by reference to
              Exhibit 10(iii)(33) to the Registrant's Annual Report on Form
              10-K for the fiscal year ended December 30, 1995).** ****

10.(iii)(32)  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.(iii)(33)  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.          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 3, 1998.

*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)       Amendment to the Sears, Roebuck and Co. Pension Plan adopted by
              the Board of Directors of the Registrant on December 23, 1997.

*99.(ii)      Amendment No. 3 to the text of The Savings and Profit Sharing
              Fund of Sears Employees adopted by the Board of Directors of
              the Registrant on December 23, 1997.

*99.(iii)     Amendment to The Savings and Profit Sharing Fund of Sears
              Employees Trust Agreement adopted by the Board of Directors of
              the Registrant on December 23, 1997.



                   
*                   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.