UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION 
                             Washington, D.C. 20549




                                  FORM 10-Q

 X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  
    SECURITIES EXCHANGE ACT OF 1934 FOR THE
    QUARTERLY PERIOD ENDED APRIL 3, 1999 
    
                                     OR 
    
   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
   SECURITIES EXCHANGE ACT OF 1934 

                      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)

Registrants telephone number, including area code: (847) 286-2500








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 ___ 

As of March 31, 1999, the Registrant had 380,943,314 common shares, $.75 par 
value, outstanding.


                         SEARS, ROEBUCK  AND CO.

                INDEX TO QUARTERLY REPORT ON FORM 10-Q
                      13 WEEKS ENDED APRIL 3, 1999






                                                                   Page
PART I - FINANCIAL INFORMATION.

 Item 1. Financial Statements.

  Condensed Consolidated Statements of Income (Unaudited)-
  13 Weeks Ended April 3, 1999 and April 4, 1998.                     1

  Condensed Consolidated Balance Sheets 
  April 3, 1999 (Unaudited), April 4, 1998 (Unaudited)-
  and January 2, 1999.                                                2

  Condensed Consolidated Statements of Cash Flows (Unaudited)- 
  13 Weeks Ended April 3, 1999 and April 4, 1998.                     3

  Notes to Condensed Consolidated Financial Statements (Unaudited).   4

  Independent Accountants' Review Report.                             9

 Item 2. Management's Discussion and Analysis of Operations, 
 Financial Condition and Liquidity.                                    10





PART II - OTHER INFORMATION.

 Item 1. Legal Proceedings.                                           20

 Item 6. Exhibits and Reports on Form 8-K.                            20


                        PART I. FINANCIAL INFORMATION

                        ITEM 1. FINANCIAL STATEMENTS

                       SEARS, ROEBUCK AND CO.
              CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                            (Unaudited)



(millions, except per share data)                 13 Weeks Ended

Revenues                                    April 3,1999  April 4,1998
 Merchandise sales and services              $  7,909      $  8,025
 Credit revenues                                1,128         1,208
  Total revenues                                9,037         9,233
      
Costs and expenses      
 Cost of sales, buying and occupancy            6,035         6,084
 Selling and administrative                     1,923         1,949
 Depreciation and amortization                    209           208
 Provision for uncollectible accounts             291           394
 Interest                                         334           376
      Total costs and expenses                  8,792         9,011
      
Operating income                                  245           222
Other income, net                                  (2)            6
Income before income taxes and minority interest  243           228
Income taxes                                      (92)          (92)
Minority interest                                  (5)           (3)
Net income                                   $    146      $    133

Earnings per share      
     Basic                                   $   0.38      $   0.34
     Diluted                                 $   0.38      $   0.34
      
Cash dividends declared per share            $   0.23      $   0.23

Average common and common equivalent 
shares outstanding                              385.1         394.5
      
      
See accompanying notes.      

                        SEARS, ROEBUCK AND CO.

              CONDENSED CONSOLIDATED BALANCE SHEETS




                                         (Unaudited)   

(millions)                           April 3,  April 4,   January 2,
                                      1999      1998       1999
        
Assets        
 Current assets        
 Cash and cash equivalents          $   371   $    344     $   495
 Retained interest in transferred
  credit card receivables             3,633      3,113       4,294 
 Credit card receivables, net        16,843     18,962      17,972 
 Other receivables                      357        403         397
 Merchandise inventories              5,177      5,465       4,816
 Prepaid expenses, deferred 
  charges and other assets              642        568         506
 Deferred income taxes                  746        773         791
   Total current assets              27,769     29,628      29,271
        
 Property and equipment, net          6,266      6,391       6,380
 Deferred income taxes                  562        659         572
 Other assets                         1,493      1,376       1,452
   Total assets                     $36,090    $38,054     $37,675
        
Liabilities        
 Current liabilities        
 Short-term borrowings             $  4,502   $  4,095     $ 4,624
 Current portion of long-term 
  debt and capitalized leases           936      2,723       1,414
 Accounts payable and other 
  liabilities                         6,078      6,009       6,732
 Unearned revenues                      803        828         815
 Other taxes                            397        393         524
   Total current liabilities         12,716     14,048      14,109
        
 Long-term debt and capitalized 
  leases                             13,457     14,161      13,631
 Postretirement benefits              2,302      2,516       2,346
 Minority interest and other 
  liabilities                         1,512      1,418       1,523
   Total liabilities                 29,987     32,143      31,609
        
Commitments and Contingent Liabilities        
        
Shareholders' Equity        
 Common shares                          323        323         323
 Capital in excess of par value       3,575      3,593       3,583
 Retained earnings                    4,906      4,201       4,848
 Treasury stock - at cost            (2,199)    (1,699)     (2,089)
 Deferred ESOP expense                 (167)      (198)       (175)
 Accumulated other comprehensive 
  income                               (335)      (309)       (424)
   Total shareholders' equity         6,103      5,911       6,066
        
   Total liabilities and 
      shareholders' equity          $36,090    $38,054     $37,675
        
   Total common shares outstanding    381.0      391.1       383.5
        
        
See accompanying notes.        
        
                              SEARS, ROEBUCK AND CO.

                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)



                                                      13 Weeks Ended

(millions)                                         April 3,    April 4,
                                                    1999        1998
     
CASH FLOWS FROM OPERATING ACTIVITIES:     
     
Net income                                         $  146       $  133
Adjustments to reconcile net income to net cash     
 provided by (used in) operating activities:     
  Depreciation, amortization and other noncash items  214          226
  Provision for uncollectible accounts                291          394
  Gain on sales of property and investments            --           (6)
  Change in (net of acquisitions):     
  Deferred income taxes                                10           63
  Retained interest in transferred credit 
  card receivables                                    661          203
  Credit card receivables                             858          484
  Merchandise inventories                            (426)        (419)
  Other operating assets                               29         (117)
  Other operating liabilities                        (725)        (739)
   Net cash provided by operating activities        1,058          222
     
CASH FLOWS FROM INVESTING ACTIVITIES:     
     
Acquisition of businesses, net of cash acquired       (16)          --
Proceeds from sales of property and investments       100            7
Purchases of property and equipment                  (269)        (285)
   Net cash used in investing activities             (185)        (278)
    
CASH FLOWS FROM FINANCING ACTIVITIES:     
     
Proceeds from long-term debt                           28        1,782
Repayments of long-term debt                         (664)        (558)
Decrease in short-term borrowings, 
  primarily 90 days or less                          (133)      (1,113)
Repayments of ESOP note receivable                     58           23
Common shares purchased                              (141)         (24)
Common shares issued for employee stock plans          23           22
Dividends paid to shareholders                       (170)         (90)
   Net cash (used in) provided by 
   financing activities                              (999)          42
     
Effect of exchange rate on cash and invested cash       2           --
      
Net decrease in cash and cash equivalents            (124)         (14)
     
Balance at beginning of year                          495          358
     
Balance at end of period                           $  371       $  344
     
     
See accompanying notes.     


                             SEARS, ROEBUCK AND CO.

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)




1. Condensed Consolidated Financial Statements

The Condensed Consolidated Balance Sheets as of April 3, 1999 and April 4, 
1998, the related Condensed Consolidated Statements of Income and the 
Condensed Consolidated Statements of Cash Flows for the 13 weeks then ended 
are unaudited.  The interim financial statements reflect all adjustments 
(consisting only of normal recurring accruals) which are, in the opinion of 
management, necessary for a fair statement of the results for the interim 
periods presented.  The condensed consolidated financial statements should 
be read in conjunction with the consolidated financial statements and notes 
thereto included in the Sears, Roebuck and Co. (the "Company" or 
"Sears") 1998 Annual Report to Shareholders and Annual Report on Form 10-
K.  The results of operations for the interim periods should not be 
considered indicative of results to be expected for the full year.

Certain reclassifications have been made in the 1998 financial statements 
to conform with the current year presentation.




2. Dividend Restrictions and Share Repurchase Programs

Under terms of indentures entered into in 1981 and thereafter, Sears cannot 
take specified actions, including the declaration of cash dividends, which 
would cause its unencumbered assets, as defined, to fall below 150% of its 
liabilities, as defined.  At April 3, 1999, approximately $4.5 billion 
could be paid in dividends to shareholders under the most restrictive 
indentures.

On February 3, 1998, the Board of Directors extended, for an additional two 
years, the common share repurchase program which is used to acquire shares 
for distribution in connection with the expected exercise of stock options, 
the grant of restricted shares and the exchange of deferred shares under 
the Company's stock plans.  The program authorized the Company to acquire 
up to 20 million Sears common shares on the open market.  In the first 
quarter of 1999, 3.0 million common shares were repurchased.  As of April 
3, 1999, all 20 million common shares authorized to be purchased under the 
repurchase program have been acquired.

On March 10, 1999, the Board of Directors approved a common share 
repurchase program authorizing the Company to acquire up to $1.5 billion of 
the Company's common shares by December 31, 2001.  The shares will be 
purchased on the open market or through privately negotiated transactions.  
No shares have been acquired under this repurchase program as of April 3, 
1999.

                      SEARS, ROEBUCK AND CO.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          (Unaudited)




3.  Earnings Per Share

The following table sets forth the computations of basic and diluted 
earnings per share:


                                           13 Weeks Ended 

(millions, except per share data)     April 3,   April 4,
                                       1999       1998 
        
Basic:        
 Net income                           $  146     $  133 
 Average shares outstanding            382.9      390.9 
 Earnings per share  basic            $ 0.38     $ 0.34 
        
Diluted:        
 Net income                           $  146     $  133 
 Average shares outstanding            382.9      390.9 
 Dilutive effect of stock options        2.2        3.6 
 Average shares and equivalent
 shares outstanding                    385.1      394.5 
 Earnings per share diluted           $ 0.38     $ 0.34 


Options to purchase 7.5 million and 3.8 million shares of stock at prices 
ranging from $43 to $64 and $52 to $64 per share were outstanding at April 
3, 1999 and April 4, 1998, respectively, but were not included in the 
computation of diluted earnings per share because they would have been 
antidilutive.



 
4. Comprehensive Income

The following table sets forth the computation of comprehensive income.  
For the 13 weeks ended April 3, 1999, other comprehensive income was 
comprised of an $83 million unrealized gain on investments (net of income 
tax of $46 million) and $6 million of foreign currency translation 
adjustments related to Sears Canada.  For the 13 weeks ended April 4, 1998, 
other comprehensive income was comprised of foreign currency translation 
adjustments related to Sears Canada.

                                               13 Weeks Ended

(millions)                                  April 3,   April 4,
                                             1999       1998
     
Net income                                  $  146     $  133
Other comprehensive income                      89          2
 Total comprehensive income                 $  235     $  135






                         SEARS, ROEBUCK AND CO.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               (Unaudited)




Accumulated other comprehensive income is comprised of foreign currency 
translation adjustments of $119, $92 and $125 million as of April 3, 1999, 
April 4, 1998 and January 2, 1999, respectively, and adjustments to the 
Company's minimum pension liability of $299, $217 and $299 million as of 
April 3, 1999, April 4, 1998 and January 2, 1999, respectively.  
Additionally, a net unrealized gain on investments of $83 million is 
included in accumulated other comprehensive income as of April 3, 1999.




5. Segment Disclosures

The following table sets forth revenue, operating income and total assets 
by segment:

<TABLE>
<S>
For the 13 weeks ended April 3, 1999
 millions   Retail  Services   Credit   Corporate   International   Consolidated
            <C>     <C>        <C>      <C>         <C>             <C>
Revenue     $ 6,422 $ 718      $ 1,063   $ --       $  834         $ 9,037  
Operating 
income  
(expense)       (69)   75          295    (73)          17             245
Total 
 assets      10,222 1,027       19,862  2,346        2,633          36,090
</TABLE>

<TABLE>
<S>
For the 13 weeks ended April 4, 1998
  millions  Retail  Services   Credit   Corporate   International   Consolidated
            <C>     <C>        <C>      <C>         <C>             <C>
Revenue     $ 6,605 $  692     $ 1,140  $  --       $  796          $ 9,233 
Operating 
income 
(expense)       (60)    80         252    (60)          10              222         
Total assets 10,993    826      21,413  2,153        2,669           38,054

</TABLE>


6. Effect of New Accounting Standards and Statements

In June 1998, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards No. 133, "Accounting for Derivative 
Instruments and Hedging Activities", which is required to be adopted in 
years beginning after June 15, 1999.  The Company is currently evaluating 
the effect this statement might have on its consolidated financial position 
and results of operations.




7. Disposition of Business

On January 30, 1999, the Company completed the sale of its HomeLife 
furniture business.  On November 18, 1998, the Company had entered into an 
agreement to exchange its interest in the HomeLife furniture business for 
$100 million in cash, a $10 million note receivable and a 19% equity 
ownership in the new HomeLife business.  The Company recorded a pretax 
charge of $33 million ($21 million after-tax) in the fourth quarter of 1998 
to adjust the carrying value of HomeLife's assets to their estimated fair 
market value, less cost to sell. The completion of the sale did not have a 
material effect on the first quarter 1999 results of operations or 
financial condition.


                    SEARS, ROEBUCK AND CO.

     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         (Unaudited)



8. Legal Proceedings

The Company has been subject to a federal civil and criminal investigation 
in connection with activities relating to certain debt reaffirmation 
agreements with current and former credit card holders of the Company who 
had declared personal bankruptcy.  Under the reaffirmation provisions of 
the United States Bankruptcy Code, a debtor seeking Chapter 7 protection 
may agree to repay his or her debts to creditors.  This reaffirmation 
agreement must be filed with the bankruptcy court to be valid.  On February 
19, 1999, Sears Bankruptcy Recovery Management Services, Inc., a subsidiary 
of the Company, pleaded guilty in federal district court to one count of 
bankruptcy fraud and was fined $60 million.  The fine had no effect on the 
Company's earnings because the Company recorded a pretax charge of $475 
million against earnings for the settlement of lawsuits, fines and related 
matters stemming from the improper handling of certain debt reaffirmation 
agreements and other related matters in the second quarter of 1997.  The 
plea agreement does not require any change in the day-to-day operations of 
Sears or the subsidiary.

In a separate civil action related to the reaffirmation matter dating from 
April 7, 1997, Sears reached a settlement agreement with the U.S. Attorney 
for the District of Massachusetts, which was approved by the federal 
district court on February 23, 1999.  Under the terms of that agreement, 
the Company will continue to file all reaffirmation agreements obtained in 
Chapter 7 bankruptcies as required by the United States Bankruptcy Code.

On March 9, 1999, the Company reached an agreement to settle a class action 
lawsuit stemming from an increase in the annual percentage rate assessed on 
certain balances of some Sears credit customers.  This settlement, which is 
subject to final approval by the United States District Court, Northern 
District of Illinois, is also expected to resolve related lawsuits in 
Illinois and Washington.  The lawsuit was brought on behalf of a nationwide 
class of Sears credit customers who had outstanding balances when their 
accounts were transferred to Sears National Bank, a wholly-owned subsidiary 
of Sears, during a period from 1994 through 1996, and who had not fully 
paid off those balances as of the effective dates of an April 1997 Notice 
of Change in Credit Terms.  Under the terms of the settlement, the Company 
will provide to the class members cash and coupons with a face value 
totaling approximately $156 million.  The Company previously reserved for 
the estimated cost of the settlement; the settlement will not have a 
material effect on the Company's annual results of operations, financial 
position, liquidity or capital resources.  The settlement does not require 
any change in the Company's credit practices.


                          SEARS, ROEBUCK AND CO.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (Unaudited)


On January 13, 1999, ten "Doe" plaintiffs filed a putative class action in 
the United States District Court for the Central Division of California 
against eighteen domestic clothing retailers, including the Company, and 
eleven foreign clothing suppliers (the"Federal Action").  The Doe 
plaintiffs allege that they have worked in garment factories on the island 
of Saipan in the Commonwealth of the Northern Mariana Islands, and they 
purport to represent a class of other current and former workers.  The 
plaintiffs allege that class members were forced to work under illegal 
labor conditions in the Saipan factories used by suppliers, and they assert 
against the Company claimed violations of the Racketeering Influenced 
Corrupt Organizations Act, the Anti-Peonage Act, the Thirteenth Amendment 
to the U.S. Constitution, and the Law of Nations.  The central allegation 
of the Federal Action is that the Company and the other retail defendants 
who purchased garments manufactured in the Saipan factories used by 
suppliers are liable to the plaintiff class for any alleged unlawful 
working conditions imposed upon them by their employers.  The case seeks 
injunctive and declaratory relief, unspecified treble damages, interest and 
attorneys' fees and expenses.  On January 13, 1999, a related case was also 
filed against seventeen named domestic clothing retailers, including the 
Company, and additional unnamed retailers, in San Francisco County Superior 
Court (the "State Action"), alleging violations of the California Business 
and Professional Code.  The named plaintiffs in the State Action are the 
Union of Needletrades Industrial and Textile Employees, AFL-CIO, Global 
Exchange, Sweatshop Watch and the Asian Law Caucus, who purport to bring 
the action on behalf of the general public of the State of California.  The 
central allegation in the State Action is that the Company and the other 
defendants engaged in unlawful and unfair business practices in the selling 
and advertising in California of garments that had been manufactured under 
allegedly illegal labor conditions on Saipan.  The case seeks injunctive 
relief, restitution and disgorgement of profits, interest and attorney's 
fees and costs.  The Company intends to vigorously defend these cases.  The 
consequences of these actions are not presently determinable, but in the 
opinion of management of the Company, the ultimate liability is not 
expected to have a material effect on the results of operations, 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 that 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.



                      SEARS, ROEBUCK AND CO.

               INDEPENDENT ACCOUNTANTS' REVIEW REPORT




To the Shareholders and Board of Directors 
of Sears, Roebuck and Co.

We have reviewed the accompanying Condensed Consolidated Balance Sheets of 
Sears, Roebuck and Co. as of April 3, 1999 and April 4, 1998, and the related
Condensed Consolidated Statements of Income and of Cash Flows for the 13-week
periods ended April 3, 1999 and April 4, 1998.  These financial statements
are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the 
American Institute of Certified Public Accountants.  A review of interim 
financial information consists principally of applying analytical procedures 
to financial data and of making inquiries of persons responsible for
financial and accounting matters.  It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial 
statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that 
should be made to such condensed consolidated financial statements for them
to be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing 
standards, the Consolidated Balance Sheet of Sears, Roebuck and Co. as of 
January 2, 1999, and the related Consolidated Statements of Income, 
Shareholders' Equity, and Cash Flows for the year then ended (not presented 
herein); and in our report dated February 11, 1999, we expressed an 
unqualified opinion on those consolidated financial statements.  In our 
opinion, the information set forth in the accompanying Condensed Consolidated
Balance Sheet as of January 2, 1999, is fairly stated, in all material 
respects, in relation to the Consolidated Balance Sheet from which it has
been derived.




Deloitte & Touche LLP

Chicago, Illinois
April 30, 1999



                       SEARS, ROEBUCK AND CO.

    ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
    OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY FOR THE
    13 WEEKS ENDED APRIL 3, 1999 AND APRIL 4, 1998


Analysis of Operations

Operating results for the Company are reported for four domestic segments and
one international segment.  The domestic segments include the Company's 
operations in the United States and Puerto Rico.  The Company's segments are 
defined as follows:


Retail consisting of:
  - Full-line stores
  - Specialty stores (Home stores 
       and Auto stores)

Services consisting of:
  - Home Services
  - Direct Response Marketing

 
Credit which manages domestic Sears Card operations

Corporate consisting of administrative activities of a holding company 
  nature, the costs of which are not allocated to the Company's businesses 
  (includes e-commerce)

International consisting of retail, services and credit operations conducted
  in Canada through Sears Canada, Inc. ("Sears Canada"), a 54.7% owned 
  consolidated subsidiary



For the 13 weeks ended April 3, 1999, net income was $146 million, or $0.38 
per share, as compared to $133 million, or $0.34 per share for the comparable
1998 period.  The increase in net income was primarily due to improved 
performance of the Credit segment, partially offset by declines in the Retail
and Services segments and higher corporate expenses.

Operating income in the first quarter of 1999 was $245 million compared to 
$222 million in the comparable 1998 period.  Operating income by segment was 
as follows:

                           13 Weeks Ended
(millions)               April 3,  April 4,
                          1999      1998
     
Retail                   $  (69)   $  (60)
Services                     75        80
Credit                      295       252
Corporate                   (73)      (60)
International                17        10
Total operating income   $  245    $  222


The Company's consolidated effective tax rate in the first quarter of 1999
was 37.9% as compared to 40.4% in the prior year period.  The decrease in the
effective tax rate is primarily due to a reduction in domestic taxes on 
international operations and the favorable resolution of certain tax audit 
issues.


                       SEARS, ROEBUCK AND CO.

    ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
    OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY FOR THE
    13 WEEKS ENDED APRIL 3, 1999 AND APRIL 4, 1998




Due to holiday buying patterns, merchandise sales are traditionally higher in
the fourth quarter than other quarterly periods and a disproportionate share 
of operating income is typically earned in the fourth quarter.  This business
seasonality results in performance for the 13 weeks ended April 3, 1999 which
is not necessarily indicative of performance for the balance of the year. 
The Company makes available by phone a recorded message on the sales
performance of its domestic stores.  The message is updated weekly and can be
heard by calling (847) 286-6111.


Retail

Retail revenues decreased 2.8% to $6.42 billion for the 13 weeks ended April 
3, 1999 from the comparable 1998 period due to the divestitures of Western 
Auto and HomeLife.  Excluding the impact of the divested businesses, first 
quarter Retail revenues increased $212 million or 3.4%.  Retail revenues and 
related information are as follows:


(millions, except number of stores)     13 Weeks Ended
                                      April 3,  April 4,
                                       1999      1998      Change
Revenues:       
 Full-line stores                     $  5,066  $  4,936    2.6 %
 Specialty stores                        1,356     1,669  (18.8)%
 Total Retail revenues                $  6,422  $  6,605   (2.8)%
       
Number of Full-line stores                 847       834  
Number of Specialty stores               2,104     2,727  
Total Retail stores                      2,951     3,561  
       
Comparable store sales
 percentage increase                      1.9%      4.9%  
   


Full-line stores revenues increased 2.6% over first quarter 1998.

  Apparel revenues increased 2.1% during the first quarter after a 5.4% gain
  in 1998.  Women's special sizes, girl's and infant's apparel, jewelry, 
  cosmetics and fragrances posted strong sales increases, while women's 
  sportswear and men's apparel had solid revenue gains.  These increases 
  were partially offset by decreases in dresses, boy's apparel, footwear 
  and children's furniture.

  Hardlines revenues comprised of home electronics, home appliances, home 
  office and home improvement merchandise sales, as well as licensed 
  business sales, increased 2.9% in the first quarter of 1999.  Gains in 
  home appliances, home electronics and home improvement were partially   
  offset by a decline in home office sales.


                          SEARS, ROEBUCK AND CO.

   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
   OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY FOR THE
   13 WEEKS ENDED APRIL 3, 1999 AND APRIL 4, 1998



For the 13 week period ended April 3, 1999, Specialty stores revenues 
decreased 18.8% from the comparable 1998 period.

  Home stores revenues decreased 3.9% from the 1998 level.  As a result of 
  the January 30, 1999 sale of HomeLife, the prior year includes three 
  months of HomeLife revenues compared to one month in the current year.  
  Excluding HomeLife, Home stores revenues increased 13.0% due to the 
  addition of new stores and strong comparable store sales increases.  
  Hardware and Sears Dealer stores had strong revenue increases from a 
  year ago benefiting from 7 and 83 net new store openings, 
  respectively.  The Commercial Sales business also produced strong 
  revenue gains over the comparable 1998 period as expansion of this 
  business continues.

  Auto stores revenues decreased 35.2% from the comparable 1998 period.  The
  prior year includes sales from the Parts Group, which sold automotive 
  parts through Parts America and Western Auto through November 2, 1998, 
  when the Company sold the Parts Group.  Excluding the Parts Group 
  revenues in the prior year, Auto revenues increased 0.3% as the Sears 
  Tire Group experienced negative comparable store sales, offset by 11 
  net new stores.



Retail gross margin as a percentage of Retail revenues for the first quarter 
of 1999 declined 90 basis points from the first quarter of 1998.  The
decrease was the result of increased promotional activity in the Full-line
stores.
 
Retail selling and administrative expense as a percentage of Retail revenues 
for the first quarter of 1999 improved 70 basis points from the first quarter
of 1998.  The improvement was primarily due to leveraging marketing and 
payroll and other employee-related costs.

Retail depreciation and amortization expense decreased $3 million or 2.0%
from the comparable 1998 period.  The decrease reflects the HomeLife and
Parts Group divestitures.  Excluding the impact of the divestitures,
depreciation and amortization increased $9 million due to the continuation of
the Full-line stores remodeling program and the growth in the number of
Full-line and Specialty stores in operation.




Services

Services revenues, which are generated by the Home Services and Direct 
Response Marketing businesses, were up 3.8% in the first quarter of 1999 
versus the comparable 1998 period.  For the first quarter of 1999, both Home 
Services and Direct Response Marketing showed revenue increases.

Services gross margin as a percentage of Services revenues for the first 
quarter of 1999 improved slightly, while Services selling and administrative 
expense as a percentage of Services revenues increased 100 basis points in
the first quarter of 1999 over the comparable 1998 period.  The increase in
the selling and administrative expense ratio was primarily due to increased 
investments in marketing.

Services depreciation and amortization increased 8.8% in the first quarter of
1999 from the comparable 1998 period.  The increase reflects continued 
investment in the Services businesses.


                         SEARS, ROEBUCK AND CO.

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
     OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY FOR THE
     13 WEEKS ENDED APRIL 3, 1999 AND APRIL 4, 1998




Credit

Domestic Credit revenues decreased 6.8% to $1.06 billion for the 13 weeks 
ended April 3, 1999 from the comparable prior year period.  The decline in 
Credit revenues was attributable to a lower level of owned credit card 
receivables and reduced late fee income.  A summary of Credit information
(for the managed portfolio) is as follows:

                               13 Weeks Ended
                             April 3,     April 4,
                              1999         1998
     
Sears Card as a % 
 of sales                     48.1%      53.2%
     
Average account balance (1)
 (as of April 3, 1999 
and April 4, 1998)         $  1,159  $   1,071      
     
Average managed credit 
card receivables (millions)$ 27,540  $  28,425

(1) The April 3, 1999 average account balance includes only the 50% of
    accounts that have been converted to the new credit system ("TSYS").  Under
    TSYS, only accounts with balances are included in the calculation of
    average account balance.  Therefore, the average account balance 
    statistic is higher under TSYS than it would be under the Company's
    proprietary credit system, which was used for the April 4, 1998 average
    account balance statistic.

The percentage of merchandise sales and services transacted with the Sears 
Card in the first quarter of 1999 declined to 48.1% compared to 53.2% a year 
ago due to greater preference for the use of cash, checks and third party 
credit cards.  The payment rate during the first quarter of 1999 was also 
higher than in the comparable prior year quarter, contributing to the
decrease in average managed balances.

Credit selling and administrative expense as a percentage of Credit revenues 
increased 320 basis points in the first quarter of 1999 from the comparable 
1998 period.  The increase was primarily due to increased investment in 
collection efforts and legal costs.  The benefits from increased spending on 
collections is reflected in the lower provision for uncollectible accounts as
charge-offs and delinquencies have shown favorable trends.


                         SEARS, ROEBUCK AND CO.

  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
  OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY FOR THE
  13 WEEKS ENDED APRIL 3, 1999 AND APRIL 4, 1998



The domestic provision for uncollectible accounts and related domestic credit
information is as follows:

                                      13 Weeks Ended
(millions)                          April 3,  April 4,
                                     1999      1998
     
Provision for uncollectible 
accounts                           $   284    $   387
Net credit charge-offs 
as a percentage of
average managed credit
card receivables(1)                   7.08%      8.12%
     
Owned credit card receivables      $16,446    $18,696
     
Allowance for uncollectible
credit card receivables            $   932    $ 1,091
Delinquency rates for
managed portfolio
 (as of April 3, 1999
and April 4, 1998)(2)               6.80%       6.97%

(1) The 1999 managed net charge-off rate includes all of the accounts in the 
    domestic portfolio.  Twelve percent of the account balances were converted 
    to the TSYS account processing system in October 1998 and 38% were
    converted in March 1999.  Balances are charged-off earlier under the TSYS
    system than under the proprietary system.  The March 1999 conversion has not
    yet had an effect on the charge-off rate.

(2) The April 3, 1999 delinquency rate is for the 50% of the managed accounts
    which were still on the Sears proprietary system and had not yet been 
    converted to TSYS.  For the TSYS accounts, which represent the other 50% of 
    the managed accounts at quarter end, the delinquency rate is 8.07%.  Under 
    the existing proprietary receivables processing system, Sears divides 
    delinquencies as of the end of each billing cycle by balances at the end of 
    the month.  The TSYS processing system divides delinquencies as of the end 
    of the month by balances at the end of the month.  If Sears had calculated 
    delinquencies for converted accounts by dividing delinquencies as of the 
    end of each billing cycle by balances at the end of the month, as it does
    for unconverted accounts, the delinquency rate for converted accounts would
    have been 9.08%.

 
The domestic provision for uncollectible accounts decreased 26.6% to $284 
million for the 13 weeks ended April 3, 1999, from the comparable prior year 
period.  The decrease was attributable to lower owned credit card receivable 
balances, and favorable trends in delinquency rates, charge-off experience
and bankruptcy filings.

Interest expense is discussed within the Credit segment since the majority of
the Company's interest expense is allocated to the Credit segment.  Interest 
expense is combined with the funding costs on receivables sold through 
securitizations to represent total funding costs as follows:
 
                                   13 Weeks Ended
(millions)                       April 3,   April 4,
                                  1999       1998
     
Consolidated interest expense(1) $  334    $  376
Funding cost on 
securitized receivables             106       106
Total funding costs              $  440    $  482
 
 
(1) Credit segment interest expense was $288 and $328 for the
    first quarter of 1999 and 1998, respectively.



                     SEARS, ROEBUCK AND CO.

   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
   OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY FOR THE
   13 WEEKS ENDED APRIL 3, 1999 AND APRIL 4, 1998




Consolidated interest expense decreased in the first quarter of 1999 compared
to the first quarter of 1998 due to lower on-book debt levels caused
primarily by a decrease in owned credit card receivables.  Interest expense
also benefited from a lower funding rate in the first quarter of 1999 vs.
1998.  The funding cost on securitized receivables was consistent in both
years due to slightly higher levels of average securitized balances offset by
slightly lower funding rates.




Corporate

Corporate expenses increased $13 million in the first quarter of 1999
compared to the first quarter of 1998.  The increase was primarily
attributable to higher e-commerce development costs and additional spending
on information systems projects.  The non-Year 2000 information systems costs
for 1999 will be more heavily weighted towards the first half of the year
since Year 2000 testing will take precedence in the second half of 1999.




International

International revenues for the first quarter of 1999 increased 4.8% from the 
same period a year ago.  Sears Canada enjoyed strong retail and catalog sales
performance, which was partially offset by the negative effects of a lower 
exchange rate when reporting in U.S. dollars. 

International gross margin as a percentage of International merchandise and 
services revenues increased  50 basis points in the first quarter of 1999
from the comparable 1998 period, reflecting savings realized from merchandise
sourcing initiatives.

International selling and administrative expense as a percentage of total 
International revenues decreased 80 basis points in 1999 from the first 
quarter of 1998.  The improvement was primarily due to leveraging employee-
related costs and marketing expenses.




                SEARS, ROEBUCK AND CO.

   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
   OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY FOR THE
   13 WEEKS ENDED APRIL 3, 1999 AND APRIL 4, 1998




Financial Condition

The consolidated owned net credit card receivables balances of $16.84
billion, $18.96 billion and $17.97 billion as of April 3, 1999, April 4, 1998
and January 2, 1999, respectively, exclude credit card receivables
transferred to a securitization Master Trust as follows:


<TABLE>
<S>

(millions)                   April 3,     April 4,    January 2,
                              1999         1998        1999
                              <C>          <C>         <C>

Domestic Managed credit 
   card receivables           $ 26,681     $ 27,875    $ 28,251
 Securitized balances sold      (6,744)      (6,255)     (6,626)
 Retained interest in 
 transferred credit
    card receivables(1)         (3,633)      (3,113)     (4,294)
 Other customer receivables        142          189         112
Domestic owned credit card 
 receivables                    16,446       18,696      17,443
International credit card 
   receivables                   1,362        1,393       1,503
Consolidated credit card 
   receivables                $ 17,808     $ 20,089    $ 18,946
 Less: Allowance for 
 uncollectible accounts            965        1,127         974
 Credit card receivables, net $ 16,843     $ 18,962    $ 17,972
</TABLE>



Consolidated credit card receivables (before allowance for uncollectible 
accounts) decreased $2.28 billion when comparing the first quarter of 1999 
with the first quarter of 1998.  The decrease is primarily due to a decrease 
in managed receivables and accounts being transferred to the securitization 
Master Trust to be used in securitizations.  Managed credit card receivables 
decreased from the first quarter of 1998 primarily due to declining market 
share.  Compared to 1998 year-end, consolidated credit card receivables 
(before allowance for uncollectible accounts) decreased $1.14 billion due to 
the normal seasonal nature of the retail industry and the decrease in credit 
share.

As of April 3, 1999, consolidated merchandise inventories on the first-in, 
first-out (FIFO) basis were $5.86 billion, compared with $6.19 billion at 
April 4, 1998 and $5.50 billion at January 2, 1999.  The decrease in  
inventory levels from the first quarter of 1998 reflects the sales of the 
Western Auto and HomeLife businesses.  The increase in inventory from January
2, 1999 reflects the normal seasonal build-up of inventory.
 
Total property and equipment, net of accumulated depreciation, was $6.27 
billion at April 3, 1999 compared with $6.39 billion a year earlier. The 
decrease reflects the sales of Western Auto and HomeLife, partially offset by
the net addition of 13 Full-line stores and 100 Specialty stores, as well as 
the continuation of the Full-line stores remodeling program.



                 SEARS, ROEBUCK AND CO.

   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
   OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY FOR THE
   13 WEEKS ENDED APRIL 3, 1999 AND APRIL 4, 1998



Total funding for the Company at April 3, 1999 was $25.64 billion compared 
with $27.23 billion a year earlier.  The decrease in funding reflects the 
recent divestitures of HomeLife and Western Auto and the decrease in the 
managed credit card receivables portfolio.  Total funding includes debt 
recorded on the balance sheet and investor certificates related to credit
card receivables sold through securitizations as follows:



<TABLE>
<S>
(millions)                April 3,      April 4,    January 2,
                           1999          1998        1999
                          <C>           <C>         <C>

Short-term borrowings     $  4,502      $  4,095    $ 4,624
Long-term debt and
capitalized 
lease obligations           14,393        16,884     15,045
Securitized balances sold    6,744         6,255      6,626
 Total funding            $ 25,639      $ 27,234   $ 26,295

</TABLE>


The Company accesses a variety of capital markets to preserve flexibility and
diversify its funding sources.  The primary funding sources utilized include 
unsecured commercial paper, medium term notes, senior debt and
securitization.


Liquidity

Based upon the cash flow expected to be generated from future operations and 
the Company's ability to cost-effectively access multiple sources of funding,
the Company believes sufficient resources will be available to maintain its 
planned level of operations, capital expenditures and dividends in the
future.

Year 2000

Except for the risks below, this description supplements the description of 
the Company's Year 2000 project on pages 29 and 31 of Sears 1998 Annual
Report to Shareholders.
 
State of Readiness
Information Systems.  As of April 7, 1999, the Company has completed an 
inventory and assessment of its mission critical (vital to business 
operations) information systems.  The Company has remediated approximately 
90% of its mission critical systems and has assessed or tested approximately 
73% of them as Year 2000 compliant, subject to certification (final testing 
and validation).  The Company expects to have substantially completed 
remediation and testing by July 1999.  The Company has begun certification, 
which it expects to complete by November 1999.  The Company has issued a 
moratorium on deploying any non-Year 2000 changes into its systems 
production environment from July 1, 1999 through April 1, 2000 (subject to 
business critical changes), which will assist in completing certification.  

Business Management.  There have been no changes in the Company's assessment 
of its equipment and systems that contain embedded computer technology, its 
resale merchandise, or its mission critical, non-information systems service 
providers -- the Company believes that these areas do not pose a substantial 
Year 2000 compliance risk to the Company.

Merchandise Vendors.  The Company rates its vendors on a scale of green (on 
target to be compliant by July 1), yellow (on target to be compliant by July 
1 but minor concerns about progress) and red (not on target to be compliant 
by July 1).  As of April 7, 1999, the Company has assigned a red rating to 
one first tier vendor (less than 1% of merchandise sales), 24 second tier 
vendors (approximately 3% of merchandise sales) and 208 third tier vendors 
(approximately 3% of merchandise sales).  Vendor ratings are subject to 
change based on the Company's ongoing evaluation process.


                       SEARS, ROEBUCK AND CO.

   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
   OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY FOR THE
   13 WEEKS ENDED APRIL 3, 1999 AND APRIL 4, 1998



The Company has performed site visits of all of its first tier vendors (50% 
of merchandise sales), and is performing follow-up site visits on certain 
first tier vendors with a yellow or red rating.  In addition, the Company is 
performing site visits on second tier vendors (29% of merchandise sales) 
with a red rating and the nine largest second tier vendors with a yellow or 
green rating.  The Company anticipates completing all site visits by June 
30, 1999.  The Company has completed telephone conferences with second tier 
vendors with a red or green rating and anticipates completing telephone 
conferences with  second tier vendors with a yellow rating in May 1999. The 
Company continues to track responses to its Year 2000 questionnaire 
distributed to all mission critical vendors in January 1998, review follow-
up progress reports, review vendors' filings with the Securities and 
Exchange Commission (the "Commission") and conduct electronic data 
interchange testing for all mission critical vendors.


Contingency Plans
Each of the Company's business units is developing contingency plans that 
identify what actions need to be taken if a critical system, merchandise 
vendor or service provider is not Year 2000 compliant.  The business units 
are considering various contingencies, such as alternative merchandise 
vendors and service providers, operational alternatives due to a loss of 
utilities or public services and manual transaction process alternatives due 
to a loss of a mission critical information system.  The Company expects to 
be ready to implement its contingency plans by October 1999.


Risks  
The Company believes that its most significant Year 2000 risk factors are: 

 Failure of either of its two mission critical information systems 
 service providers to make their systems Year 2000 compliant;

 Failure of the Company to timely complete implementation of its new 
 payroll processing system, which it anticipates completing by July 
 1999; and, 

 Failure of a first tier mission critical merchandise vendor, or 
 multiple merchandise vendors or service providers, to supply 
 merchandise or services for an extended period of time.  

Although the occurrence of any one of these scenarios could have a material 
adverse effect on the Company, the Company does not believe that any of 
these scenarios or any other Year 2000 compliance issues that would 
materially affect the Company's operations are reasonably likely to occur.


Costs  
The Company estimates total costs (including external costs and the costs of 
internal personnel) related to its Year 2000 effort to be approximately $66 
million, of which the Company (including Sears Canada) has incurred 
approximately $39 million.  In addition, the Company has accelerated the 
planned development of new systems with improved business functionality to 
replace systems that were not Year 2000 compliant, including the Company's 
new payroll processing system.  The Company expects these systems will cost 
approximately $81 million, of which the Company has incurred approximately 
$63 million.  The Company funds Year 2000 costs with cash flows from 
operations.




                    SEARS, ROEBUCK AND CO.

    ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
    OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY FOR THE
    13 WEEKS ENDED APRIL 3, 1999 AND APRIL 4, 1998





Cautionary Statement Regarding Forward-Looking Information
Certain statements made in this Report are forward-looking statements made in
reliance on the safe harbor provisions of the Private Securities Litigation 
Reform Act of 1995.  As such, they involve risks and uncertainties that could
cause actual results to differ materially.  The Company's forward-looking 
statements are based on assumptions about many important factors, including 
ongoing competitive pressures in the retail industry, changes in consumer 
spending, general North American economic conditions (such as interest rates 
and consumer confidence) and normal business uncertainty.  In particular, the
discussion of Year 2000 matters above is based on assumptions about a variety
of factors, including the technical skills of employees and independent 
contractors, the representations and preparedness of third parties, vendors' 
delivery of merchandise and performance of services required by the Company 
and the collateral effects of Year 2000 compliance issues on the Company's 
business partners and customers.  While the Company believes that its 
assumptions are reasonable, it cautions that it is impossible to predict the 
impact of certain factors which could cause actual results to differ 
materially from expected results.


                       PART II.  OTHER INFORMATION




Item 1. Legal Proceedings

There have been no material developments in any legal proceedings since 
the Company's disclosure in its Annual Report on Form 10-K for the fiscal year 
ended January 2, 1999 which described certain material events that 
occurred in the quarterly period covered by this Report.




Item 6. Exhibits and Reports on Form 8-K.

 (a) Exhibits.
  
  An Exhibit Index has been filed as part of this Report on Page E-1.

 (b) Reports on Form 8-K.

   A Current Report on Form 8-K dated January 21, 1999 was filed with 
   the Commission on January 21, 1999 to report, under Item 5, that the  
   Registrant issued a press release to report its fourth quarter 
   earnings and to file, under Item 7, a copy of such press release.

   A Current Report on Form 8-K dated February 9, 1999 was filed with 
   the Commission on February 9, 1999 to report, under Item 5, that the 
   Registrant issued a press release to report that a subsidiary agreed 
   to plead guilty to one count of bankruptcy fraud and to file, under  
   Item 7, a copy of such press release.
 
   A Current Report on Form 8-K dated February 18, 1999 was filed with 
   the Commission on February 18, 1999 to report, under Item 5, that the 
   Registrant held an analyst meeting and to file, under Item 7, certain 
   material from that analyst meeting.

   A Current Report on Form 8-K dated February 19, 1999 was filed with 
   the Commission on February 19, 1999 to report, under Item 5, that 
   certain agreements had been approved by a federal district court.

   A Current Report on Form 8-K dated March 10, 1999 was filed with the 
   Commission on March 11, 1999 to report, under Item 5, that the 
   Registrant issued a press release to report the settlement of a class 
   action lawsuit and a second press release to announce a $1.5 billion 
   stock repurchase program and to file, under Item 7, a copy of such 
   press releases.



                               SIGNATURE





                 Pursuant to the requirements of the Securities
                 Exchange Act of 1934, the Registrant has duly
                 caused this report to be signed on its behalf
                 by the undersigned thereunto duly authorized.




                                Sears, Roebuck and Co.
                                (Registrant)



May 7, 1999                     By: /s/ Jeffrey N. Boyer       
                                        Jeffrey N. Boyer
                                        Vice President and Controller
       
                                  (Principal Accounting Officer and duly
                                        authorized officer of Registrant)


                                E-1

                           EXHIBIT INDEX

                     SEARS, ROEBUCK AND CO.
                  13 WEEKS ENDED APRIL 3, 1999






Exhibit No.

  3(a). Restated Certificate of Incorporation as in effect on May 13, 1996 
        (incorporated by reference to Exhibit 3(a) to Registrant's Statement 
        No. 333-8141).

  3(b). By-laws, as amended to February 2, 1999 (incorporated by reference to
        Exhibit 3.(ii) to Registrant's Annual Report on Form 10-K for the 
        fiscal year ended January 2, 1999).

  4.    Registrant hereby agrees to furnish 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.    Letter from the Registrant to Anastasia D. Kelly dated December 14,
        1998 relating to employment.

 12(a). Computation of ratio of income to fixed charges for Sears, Roebuck
        and Co. and consolidated subsidiaries for each of the five years ended 
        January 2, 1999 and for the three- and twelve-month periods ended April 
        3, 1999.

 12(b). Computation of ratio of income to combined fixed charges and 
        preferred share dividends for Sears, Roebuck and Co. and consolidated 
        subsidiaries for each of the three years: 1996, 1995 and 1994.

 15.    Acknowledgement of awareness from Deloitte & Touche LLP, dated April
        30, 1999, concerning unaudited interim financial information.

 27.    Financial Data Schedule