Exhibit 10.(iii)(21)

       Associate Stock Ownership Plan
            (Amended and Restated
          as of December 31, 1997)

          1.  Purpose.  The purpose of the Associate Stock Ownership
Plan (the "Plan") is to provide employees of Sears, Roebuck and Co., a New
York corporation (the "Company"), and its Subsidiary Companies (as defined
below) added incentive to remain employed by such companies and to
encourage increased efforts to promote the best interests of such companies
by permitting eligible employees to purchase common shares, par value $0.75
per share, of the Company ("Common Shares") at below-market prices.  The
Plan is intended to qualify as an "employee stock purchase plan" under
section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). 
For purposes of the Plan, the term "Subsidiary Companies" shall mean all
corporations which are subsidiary corporations (within the meaning of
section 424(f) of the Code) and of which the Company is the common parent. 
The Company and its Subsidiary Companies that, from time to time, adopt the
Plan are sometimes hereinafter called collectively the "Participating
Companies."  The Plan is an amendment and restatement, effective as of
December 31, 1997, of the Sears, Roebuck and Co. 1997 Employee Stock
Purchase Plan.

          2.  Eligibility.  Participation in the Plan shall be open
to each employee of the Participating Companies who has been continuously
employed by the Participating Companies for at least sixty days (an
"Eligible Employee").  No right to purchase Common Shares hereunder shall
accrue under the Plan in favor of any person who is not an Eligible
Employee as of the first day of a Purchase Period (as defined in Section
3).  For purposes of the Plan, the term "employee" shall not include any
individual for any period during which such individual's services are
performed pursuant to the terms of a contract, either with such individual
himself or herself or with a leasing organization or agency, that purports
to treat the individual as either an independent contractor or an employee
of such agency or leasing organization, even if such individual is later
determined (by judicial action or otherwise) to have been a common law
employee of a Participating Company rather than an independent contractor
or an employee of such agency or leasing organization.  Notwithstanding
anything contained in the Plan to the contrary, no Eligible Employee shall
acquire a right to purchase Common Shares hereunder to the extent that (i)
immediately after receiving such right, such employee would own 5% or more
of the total combined voting power or value of all classes of stock of the
Company or any Subsidiary Company (including any stock attributable to such
employee under section 424(d) of the Code), or (ii) for any calendar year
such right would permit such employee to purchase Common Shares under any
employee stock purchase plan, which qualifies under section 423 of the
Code, of the Company and its Subsidiary Companies which, when aggregated,
would have a fair market value (as determined on the first day of the
Purchase Period (as hereinafter defined)) in excess of $25,000 or such
other amount as may be specified under section 423 of the Code.  Further
notwithstanding anything contained in the Plan to the contrary, the maximum
contributions that can be made by any Eligible Employee during any calendar
year shall not exceed the lesser of (i) $13,600 and (ii) 10% of the
Eligible Employee's compensation paid during the calendar year.  In
addition, the number of Common Shares which may be purchased by any
Eligible Employee during any Purchase Period shall not exceed 850, subject
to adjustment in the same manner described in Section 12, in the case of
the occurrence of any of the events described in Section 12.

          3.  Effective Date of Plan; Purchase Periods.  The Plan
shall become effective on July 1, 1997 or on such later date as may be
specified by the Board of Directors (the "Board") of the Company or the
Committee (as defined in Section 11).  The Plan shall cease to be effective
unless, within 12 months before or after the date of its adoption by the
Board, it has been adopted by the shareholders of the Company at a duly-
called meeting of such shareholders.

          A "Purchase Period" shall consist of the three month
period, beginning on each July 1, October 1, January 1, and April 1, each
commencing on or after the effective date and prior to termination of the
Plan.

          4.  Basis of Participation.  (a)  Payroll Deduction. 
Subject to compliance with applicable rules prescribed by the Committee,
each Eligible Employee shall be entitled to enroll in the Plan as of the
first day of any Purchase Period which begins on or after such employee has
become an Eligible Employee.

          To enroll in the Plan, an Eligible Employee shall make a
request to the Company or its designated agent, at the time and in the
manner prescribed by the Committee, specifying the amount of payroll
deduction to be applied to the compensation paid to the employee by the
employee's employer while the employee is a participant in the Plan.  The
amount of each payroll deduction specified in such request for each such
payroll period shall be a whole percentage amount, unless otherwise
determined by the Committee to be a whole dollar amount, in either case not
to exceed 10%, or such lesser percentage as may be determined by the
Committee, of the participant's compensation (before withholding or other
deductions) paid to him or her during the Purchase Period by any of the
Participating Companies.  Subject to compliance with applicable rules
prescribed by the Committee, the request shall become effective on the
first day of the Purchase Period following the day the Company or its
designated agent receives such request.

          Payroll deductions (and any other amount paid under the
Plan) shall be made for each participant in accordance with such
participant's request until such participant's participation in the Plan
terminates, such participant makes a new request which changes the amount
of payroll deductions, the Participant elects to suspend his or her
participation in the Plan or the Plan terminates, all as hereinafter
provided. 

          A participant may change the amount of his or her payroll
deduction effective as of the first day of any Purchase Period by so
directing the Company or its designated agent at the time and in the manner
specified by the Committee.  A participant may not change the amount of his
or her payroll deduction effective as of any date other than the first day
of a Purchase Period, except that a participant may elect to suspend his or
her participation in the Plan as provided in Section 7.

          Payroll deductions for each participant shall be credited
to a purchase account established on behalf of the participant on the books
of the participant's employer or such employer's designated agent (a
"Purchase Account").  At the end of each Purchase Period, the amount in
each participant's Purchase Account will be applied to the purchase of the
number of Common Shares determined by dividing such amount by the Purchase
Price (as defined in Section 5) for such Purchase Period.  No interest
shall accrue at any time for any amount credited to a Purchase Account of a
participant.

          (b)  Other Methods of Participation.  The Committee may,
in its discretion, establish additional procedures whereby Eligible
Employees may participate in the Plan by means other than payroll
deduction, including, but not limited to, delivery of funds by participants
in a lump sum or automatic charges to participants' bank accounts.  Such
other methods of participating shall be subject to such rules and
conditions as the Committee may establish.  The Committee may at any time
amend, suspend or terminate any participation procedures established
pursuant to this paragraph without prior notice to any participant or
Eligible Employee.

          5.  Purchase Price.  The purchase price (the "Purchase
Price") per Common Share hereunder for any Purchase Period shall be the
lesser of 85% of the fair market value of a Common Share on the first day
of such Purchase Period and 85% of the fair market value of a Common Share
on the last day of such Purchase Period.  If such sum results in a fraction
of one tenth of one cent, the Purchase Price shall be increased to the next
higher tenth of one cent.  For purposes of the Plan, the fair market value
of a Common Share on a given day shall be the mean between the high and low
sale prices per share for the Common Shares on such date, as reported in a
summary of composite transactions for stock listed on the New York Stock
Exchange or, if the New York Stock Exchange is not open for trading on such
date, the fair market value of a Common Share shall be the average of the
means between the high and low sale prices per share for the Common Shares,
as so reported, on the nearest date before and the nearest date after such
date on which the New York Stock Exchange is open for trading.  In no
event, however, shall the Purchase Price be less than the par value of the
Common Shares.  

          6.  Purchase Accounts and Certificates.  The Common Shares
purchased by each participant shall be posted to such participant's
Purchase Account as soon as practicable after, and credited to such
participant's Purchase Account as of, the last day of each Purchase Period. 
Except as provided in Section 7 and Section 8, a participant will be issued
his or her shares when his or her participation in the Plan is terminated,
the Plan is terminated or upon request, but only in denominations of at
least 25 shares.  

          After the close of each Purchase Period, information will
be made available to each participant regarding the entries made to such
participant's Purchase Account, the number of Common Shares purchased and
the applicable Purchase Price.  In the event that the maximum number of
Common Shares are purchased by the participant for the Purchase Period and
cash remains credited to the participant's Purchase Account, such cash
shall be delivered as soon as practicable to such participant.  For
purposes of the preceding sentence, the maximum number of Common Shares
that may be purchased by a participant for a Purchase Period shall be
determined under Section 2.

          7.  Suspension or Termination of Participation.  A
participant may elect at any time, in the manner prescribed by the
Committee, to suspend his or her participation in the Plan, provided such
election is received by the Company or its designated agent prior to the
date specified by the Committee for suspension of participation during the
Purchase Period for which such suspension is to be effective.

          Upon any suspension of participation, the participant's
payroll deductions shall cease and, if the participant elects, the cash
credited to such participant's Purchase Account on the date of such
suspension shall be delivered as soon as practicable to such participant. 
If the participant does not elect to receive such cash, such cash shall be
applied to the purchase of Common Shares, as described in Section 4(a)
hereof.  A participant who elects to suspend participation in the Plan
shall be permitted to resume participation in the Plan by making a new
request at the time and in the manner described in Section 4 hereof.

          If the participant dies, terminates employment with the
Participating Companies for any reason, or otherwise ceases to be an
Eligible Employee, such participant's participation in the Plan shall
immediately terminate.  Except as provided below, upon such terminating
event, the cash credited to such participant's Purchase Account on the date
of such termination shall be delivered as soon as practicable to such
participant or his or her legal representative, as the case may be and,
upon request, the number of full Common Shares and the cash equivalent for
any fractional share held for such participant's benefit shall be issued to
him or her.  The cash equivalent for any fractional share held for the
benefit of a participant shall be determined by multiplying the fractional
share by the fair market value of a Common Share on the day immediately
preceding such election to receive such shares determined as provided in
Section 5.  Notwithstanding the preceding sentences, in lieu of having the
Common Shares held for the participant's benefit issued to him or her, such
participant may direct the Company or its designated agent to continue to
maintain his or her account with the same entity that acts as the Company's
designated agent under the Plan, subject to any conditions imposed by such
entity and provided such terminating participant may no longer participate
in the Plan.

          8.  Termination or Amendment of the Plan.  The Plan shall
automatically terminate on June 30, 2002, unless terminated earlier by the
Company or as otherwise provided herein.  The Company, by action of the
Board or the Committee, may terminate the Plan at any time prior to June
30, 2002, in which case notice of such termination shall be given to all
participants, but any failure to give such notice shall not impair the
effectiveness of the termination.

          Without any action being required, the Plan shall
terminate in any event when the maximum number of Common Shares to be sold
under the Plan (as provided in Section 12) has been purchased.  Such
termination shall not impair any rights which under the Plan shall have
vested on or prior to the date of such termination.  If at any time the
number of Common Shares remaining available for purchase under the Plan are
not sufficient to satisfy all then-outstanding purchase rights, the Board
or Committee may determine an equitable basis of apportioning available
Common Shares among all participants.  

          The Board or the Committee may amend the Plan from time to
time in any respect for any reason; provided, however, no such amendment
shall (a) materially adversely affect any purchase rights outstanding under
the Plan during the Purchase Period in which such amendment is to be
effected, (b) increase the maximum number of Common Shares which may be
purchased under the Plan, (c) decrease the Purchase Price of the Common
Shares for any Purchase Period below the lesser of 85% of the fair market
value thereof on the first day of such Purchase Period and 85% of such fair
market value on the last day of such Purchase Period or (d) adversely
affect the qualification of the Plan under section 423 of the Code.  

          Except as provided below, upon termination of the Plan,
the number of full Common Shares held for each participant's benefit shall
be issued as soon as practicable to such participant and the cash
equivalent of any fractional share so held determined as provided in
Section 7, and, except as otherwise provided in Section 14, the cash, if
any, credited to the such participant's Purchase Account, shall be
distributed as soon as practicable to such participant.  Notwithstanding
the preceding sentence, in lieu of having the Common Shares held for the
participant's benefit issued to him or her, a participant may direct the
Company or its designated agent to continue to maintain his or her account
with the same entity that acts as the Company's designated agent under the
Plan, subject to any conditions imposed by such entity and provided such
terminating participant may no longer participate in the Plan.  

          9.  Non-Transferability.  Rights acquired under the Plan
are not transferable and may be exercised only by a participant.

          10.  Shareholder's Rights.  No Eligible Employee or
participant shall by reason of the Plan have any rights of a shareholder of
the Company until he or she shall acquire Common Shares as herein provided. 


          11.  Administration of the Plan.  The Plan shall be
administered by the Administrative Committee for Sears Benefit Plans (the
"Committee").  In addition to the power to amend or terminate the Plan
pursuant to Section 8, the Committee shall have full power and authority
to: (i) interpret and administer the Plan and any instrument or agreement
entered into under the Plan; (ii) establish such rules and regulations and
appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (iii) make any other determination and take
any other action that the Committee deems necessary or desirable for
administration of the Plan.  Decisions of the Committee shall be final,
conclusive and binding upon all persons, including the Company, any
participant and any other employee of the Company.  A majority of the
members of the Committee may determine its actions and fix the time and
place of its meetings.  

          The Plan shall be administered so as to ensure that all
participants have the same rights and privileges as are provided by section
423(b)(5) of the Code.

          12.  Maximum Number of Shares.  The maximum number of
Common Shares which may be purchased under the Plan is 10,000,000, subject
to adjustment as hereinafter set forth.  Common Shares sold hereunder shall
be purchased for participants in the open market (on an exchange or in
negotiated transactions) or, if the Company's Chief Financial Officer, in
his or her discretion, deems it to be necessary or advisable, Common Shares
sold hereunder may be previously acquired treasury shares, authorized and
unissued shares, or any combination of shares purchased in the open market,
previously acquired treasury shares or authorized and unissued shares.  If
the Company shall, at any time after the effective date of the Plan, change
its issued Common Shares into an increased number of shares, with or
without par value, through a stock dividend or a stock split, or into a
decreased number of shares, with or without par value, through a
combination of shares, then, effective with the record date for such
change, the maximum number of Common Shares which thereafter may be
purchased under the Plan and the maximum number of shares which thereafter
may be purchased during any Purchase Period shall be the maximum number of
shares which, immediately prior to such record date, remained available for
purchase under the Plan and under any Purchase Period proportionately
increased, in case of such stock dividend or stock split, or
proportionately decreased in case of such combination of shares.  

          13.  Miscellaneous.  Except as otherwise expressly
provided herein, (i) any request, election or notice under the Plan from an
Eligible Employee or participant shall be transmitted or delivered to the
Company or its designated agent and, subject to any limitations specified
in the Plan, shall be effective when received by the Company or its
designated agent and (ii) any request, notice or other communication from
the Company or its designated agent that is transmitted or delivered to
Eligible Employees or participants shall be effective when so transmitted
or delivered.  The Plan, and the Company's obligation to sell and deliver
Common Shares hereunder, shall be subject to all applicable federal and
state laws, rules and regulations, and to such approval by any regulatory
or governmental agency as may, in the opinion of counsel for the Company,
be required.  

          14.  Change in Control.  In order to maintain the
participants' rights in the event of any Change in Control of the Company,
as hereinafter defined, upon such Change in Control the then current
Purchase Period shall thereupon end, and the cash credited to all
participants' Purchase Accounts shall be applied to purchase shares
pursuant to Sections 5 and 6, and the Plan shall immediately thereafter
terminate.  For purposes of this Section 14, "Change in 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 (as defined below); (iii) any
acquisition by any employee benefit plan (or any related trust) sponsored
or maintained by the Company or 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 (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
or 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 than 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.