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 JULY 4, 1998
				     
				      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)

	 Registrant's 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 June 30, 1998 the Registrant had 392,358,505 common shares, $.75 par 
value, outstanding.




<PAGE>



			  Sears, Roebuck and Co.
		  Index to Quarterly Report on Form 10-Q
		    13 and 26 Weeks Ended July 4, 1998
		    

									  Page

Part I  -  Financial Information.                               
   
   Item 1. Financial Statements.
	   
	   Condensed Consolidated Statements of Income (Unaudited) -   
	   13 and 26 Weeks Ended July 4, 1998 and June 28, 1997.            1
	   
	   Condensed Consolidated Balance Sheets - 
	   July 4, 1998 (Unaudited), June 28, 1997 (Unaudited)         
	   and January 3, 1998.                                             2
	   
	   Condensed Consolidated Statements of Cash Flows (Unaudited) - 
	   26 Weeks Ended July 4, 1998 and June 28, 1997.                   3
	   
	   Notes to Condensed Consolidated Financial Statements 
	   (Unaudited).                                                     4
	   
	   Independent Accountants' Review Report.                          8
	   

   Item 2. Management's Discussion and Analysis of
	   Results of Operations, Financial Condition and Liquidity.        9
	   


Part II -  Other Information.
  
   Item 1. Legal Proceedings.                                               16
  
   Item 4. Submission of Matters to a Vote of Security-Holders.             17
								      
   Item 6. Exhibits and Reports on Form 8-K.                                18






<PAGE>
				    -1-
				    

		      PART I. FINANCIAL INFORMATION
		       ITEM I. FINANCIAL STATEMENTS
			  SEARS, ROEBUCK AND CO.
	       CONDENSED CONSOLIDATED STATEMENTS OF INCOME
			       (Unaudited)

<TABLE>
<CAPTION>
					   13 Weeks Ended          26 Weeks Ended
(millions, except per share data)       July 4,     June 28,       July 4,    June 28, 
					 1998        1997           1998       1997   
<S>                                     <C>         <C>            <C>        <C>

Revenues                                                                                       
 Merchandise and services               $ 9,061     $ 8,547       $ 17,016    $ 16,090  
 Credit revenues                          1,186       1,153          2,394       2,342  
  Total revenues                         10,247       9,700         19,410      18,432  

Costs and expenses                                                        
 Cost of sales, buying and occupancy      6,700       6,278         12,734      11,969
 Selling and administrative               2,054       1,997          3,983       3,892
 Depreciation and amortization              211         201            419         383  
 Provision for uncollectible accounts       355         287            749         542  
 Interest                                   361         341            737         693  
 Reaffirmation charge                        -          475             -          475
  Total costs and expenses                9,681       9,579         18,622      17,954  

Operating income                            566         121            788          478

Other income, net                             3         147              9          136  

Income before income taxes and 
   minority interest                        569         268            797          614  

Income taxes                               (223)       (143)          (315)        (308) 
					    
Minority interest                           (10)         (8)           (13)          (7) 

Net income                              $   336     $   117       $    469    $     299  

Net income (loss) consists of:                                                                                   
 Domestic operations                    $   327     $   113       $    460    $     340 
 International operations                     9           4              9          (41) 

Net income                              $   336     $   117       $    469    $     299  

Earnings per share:                                                                                   
 Basic                                  $  0.86     $  0.30       $   1.20    $    0.76  
 Diluted                                $  0.85     $  0.29       $   1.19    $    0.75  

Cash dividends declared per share       $  0.23     $  0.23       $   0.46    $    0.46  

Average common and common   
 equivalent shares outstanding            395.4       397.7          394.9        398.1  

<FN>
See accompanying notes.                                                                                          
</FN>
</TABLE>         

											 


<PAGE>
				    -2-



		       SEARS, ROEBUCK AND CO.
	       CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
					(Unaudited)                                                     
(millions)                           July 4,     June 28,       Jan. 3,         
				       1998        1997          1998   
<S>                                  <C>         <C>            <C>

Assets                                                                  
 Current assets                                                                         
  Cash and cash equivalents         $    450    $    247      $    358
  Retained interest in transferred 
     credit card receivables           4,302       2,088         3,316  
  Credit card receivables, net        17,160      19,337        19,843
  Other receivables                      293         264           335  
  Merchandise inventories              5,146       4,954         5,044  
  Prepaid expenses and deferred 
   charges                               521         398           518  
  Deferred income taxes                  759         991           830  
  Total current assets                28,631      28,279        30,244  
  
  Property and equipment, net          6,503       5,889         6,414  
  Deferred income taxes                  649         893           666  
  Other assets                         1,388         955         1,376  
   Total assets                     $ 37,171    $ 36,016      $ 38,700  
   
   Liabilities                                                                      
    Current liabilities                                                                     
     Short-term borrowings          $  3,588    $  3,334      $  5,208  
     Current portion of long-term 
      debt and capitalized leases      2,865       2,383         2,561  
     Accounts payable and other 
       liabilities                     6,107       7,019         6,637 
   Unearned revenues                     844         888           830  
   Other taxes                           412         501           554  
    Total current liabilities         13,816      14,125        15,790  

Long-term debt and capitalized 
 leases                               13,257      12,661        13,071  
Postretirement benefits                2,479       2,700         2,564  
Minority interest and other 
   liabilities                         1,434       1,392         1,413  
 Total liabilities                    30,986      30,878        32,838  


Commitments and Contingent Liabilities (note 5)              

Shareholders' Equity                                                                     
 Common shares                           323         323           323  
 Capital in excess of par value        3,586       3,600         3,598  
 Retained income (note 2)              4,447       3,449         4,158  
 Treasury stock - at cost             (1,655)     (1,657)       (1,702) 
 Minimum pension liability              (217)       (277)         (217) 
 Deferred ESOP expense                  (192)       (220)         (204) 
 Cumulative translation adjustments     (107)        (80)          (94) 
   Total shareholders' equity          6,185       5,138         5,862  
   
   Total liabilities and 
     shareholders' equity           $ 37,171    $ 36,016      $ 38,700  
   
   Total common shares outstanding     392.3       391.6         390.9  

									
<FN>
See accompanying notes.                           
</FN>
</TABLE>







<PAGE>

				    -3-



			  SEARS, ROEBUCK AND CO.
	      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
				 (Unaudited)
<TABLE>
<CAPTION>
							      26 Weeks Ended
							    July 4,     June 28,
(millions)                                                   1998        1997
<S>                                                         <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES:                                   

Net income                                                 $    469    $    299  
Adjustments to reconcile net income to net cash                                          
 provided by (used in) operating activities:                                    
  Depreciation, amortization and other noncash items            472         421  
  Provision for uncollectible accounts                          749         542  
  Gain on sales of property and investments                      (6)       (118) 
  Change in (net of acquisitions):                                    
   Deferred income taxes                                         88         (82) 
   Retained interest in transferred credit card receivables    (986)        172  
   Credit card receivables                                    1,884        (743) 
   Merchandise inventories                                     (108)       (371) 
   Other operating assets                                        50         (80) 
   Other operating liabilities                                 (530)       (159) 
    Net cash provided by (used in) operating activities       2,082        (119) 
    
CASH FLOWS FROM INVESTING ACTIVITIES:                                    
    
Acquisition of businesses, net of cash acquired                 (34)       (115) 
Net proceeds from sales of businesses                            --         379     
Proceeds from sales of property and investments                   8           9  
Purchases of property and equipment                            (656)       (461) 
       Net cash used in investing activities                   (682)       (188) 


CASH FLOWS FROM FINANCING ACTIVITIES:                                    


Proceeds from long-term debt                                  1,924       1,544  
Repayments of long-term debt                                 (1,494)     (1,427) 
Decrease in short-term borrowings, primarily 90 days 
  or less                                                    (1,615)        (40) 
Repayments of ESOP note receivable                               23          16  
Common shares purchased                                         (52)        (77) 
Common shares issued for employee stock plans                    87          57  
Dividends paid to shareholders                                 (180)       (178) 
   Net cash used in financing activities                     (1,307)       (105) 

Effect of exchange rate on cash and invested cash                (1)         (1)

Net increase (decrease) in cash and cash equivalents             92        (413) 

Balance at beginning of year                                    358         660  

Balance at end of period                                   $    450     $   247  

<FN>
See accompanying notes.                                          
</FN>
</TABLE>




<PAGE>
				    -4-
				    
			  SEARS, ROEBUCK AND CO.
	     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
			      (Unaudited)
			   
			      
1. Condensed Consolidated Financial Statements 
   
   The Condensed Consolidated Balance Sheets as of July 4, 1998 and June 28, 
   1997 and the related Condensed Consolidated Statements of Income for the 
   13 and 26 weeks ended July 4, 1998 and June 28, 1997 and the Condensed 
   Consolidated Statements of Cash Flows for the 26 week periods ended July 4,
   1998 and June 28, 1997 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. 1997 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 1997 financial statements
   to conform with current year presentation.
   


2. Shareholders' Equity and Dividend Restrictions

   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 July 4, 1998 approximately $4.2 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 authorizes the Company to 
   acquire up to 20 million Sears common shares on the open market.  Through
   July 4, 1998 7.8 million common shares had been acquired under the 
   repurchase program.
   
3. Earnings Per Share
   
   The following table sets forth the computations of basic and diluted 
   earnings per share:

<TABLE>
<CAPTION>
				      13 Weeks Ended        26 Weeks Ended
(millions, except per share data)   July 4,   June 28,     July 4,   June 28, 
				     1998      1997         1998       1997        
<S>                                 <C>       <C>         <C>        <C>
Basic:   
 Net income                         $   336   $   117      $   469   $   299  
 Average shares outstanding           391.7     391.5        391.3     391.6  
 
 Earnings per share -basic          $  0.86   $  0.30      $  1.20   $  0.76  

Diluted:   
 Net income                         $   336   $   117      $   469   $   299  
 Average shares outstanding           391.7     391.5        391.3     391.6  
 Dilutive stock options                 3.7       6.2          3.6       6.5  
 Average shares and equivalent 
   shares outstanding                 395.4     397.7        394.9     398.1  

 Earnings per share -diluted        $  0.85    $ 0.29      $  1.19   $  0.75  

</TABLE>



<PAGE>
				    -5-
				    

			  SEARS, ROEBUCK AND CO.
	  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
			       (Unaudited)
			  
   Options to purchase 1.9 million shares of stock at prices ranging from $60
   to $64 per share were outstanding at July 4, 1998, and options to purchase 
   1.5 million shares of stock at prices ranging from $50 to $57 per share 
   were outstanding at June 28, 1997, but not included in the computation of 
   diluted earnings per share because they would have been antidilutive.


4. Effect of New Accounting Standards and Statements
   Effective January 4, 1998, the Company adopted Statement of Financial 
   Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income."  
   This statement requires that the Company report the change in its net 
   assets during the period from nonowner sources.  For the 13 and 26 weeks 
   ended July 4, 1998, components of other comprehensive income (loss) 
   include foreign currency translation adjustments related to Sears Canada.
   For the 26 weeks ended June 28, 1997, components of other comprehensive 
   income primarily related to the foreign currency translation adjustment 
   recognized on the sale of Sears Mexico.

<TABLE>
<CAPTION>
				      13 Weeks Ended        26 Weeks Ended
   (millions)                    July 4,   June 28,     July 4,   June 28, 
				   1998      1997         1998       1997 
   <S>                           <C>       <C>          <C>       <C>

   Net income                    $   336   $   117      $   469   $   299
   Other comprehensive income 
    (loss)                           (15)       --          (13)       84  
    Total comprehensive income   $   321   $   117      $   456    $  383  

</TABLE>



   Effective January 4, 1998, the Company adopted AICPA Statement of Position
   (SOP) 98-1, "Accounting for the Costs of Computer Software Developed or 
   Obtained for Internal Use." SOP 98-1 requires certain software development
   costs to be capitalized.  Generally, once the capitalization criteria of 
   the SOP have been met, external direct costs of materials and services used
   in development of internal-use software, payroll and payroll related costs
   for employees directly involved in the development of internal-use software,
   and interest costs incurred when developing software for internal use are 
   to be capitalized.  The adoption of this SOP did not have a material effect 
   on the Company's consolidated financial position, results of operations or 
   cash flows for the 13 and 26 weeks ended July 4, 1998. 
   
   In February 1998 the Financial Accounting Standards Board (FASB) issued 
   SFAS No. 132, "Employers Disclosures about Pensions and Other Postretirement
   Benefits", which is effective for fiscal years beginning after December 15,
   1997.  The new statement will change disclosure requirements related to 
   pension and other postretirement benefit obligations.  The new statement 
   will be implemented in 1998 and will not impact the Company's consolidated 
   financial position, results of operations or cash flows.  The effect of the
   new statement will be limited to the form and content of disclosures.
   
   In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative 
   Instruments and Hedging Activities", which is required to be adopted in 
   years beginning after June 15, 1999.  The Company has not yet determined 
   the effect this statement will have on the consolidated financial position 
   or results of operations of the Company. 








<PAGE>                                        
				    -6-
					

				SEARS, ROEBUCK AND CO.
		   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
				    (Unaudited)



5. 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.  A federal civil and criminal investigation of 
   these matters is ongoing. 

   As previously reported, on May 7, 1998, the Supreme Court of the State of 
   New York, County of New York, approved the settlement of consolidated 
   shareholders' derivative actions 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.  This court-approved settlement was subject to 
   satisfactory resolution of 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 class action 
   lawsuits alleged 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.  On August 10, 1998, the Illinois court entered an order and 
   final judgement approving the securities class action settlement.  The 
   entry of this final judgement satisfied the condition to the court approved
   settlement of the shareholder derivative actions referred to above.

   The Company recorded a pretax charge of $475 million ($320 million on an 
   after-tax basis) in the second quarter of 1997 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.  However, 
   management believes that its current reserves adequately provide for 
   the costs relating to the matters referred to above and does not expect 
   such costs to have a material effect on the annual results of operations, 
   financial position, liquidity or capital resources of the Company.

   On July 2, 1998, a credit cardholder of the Company purporting to represent
   a nationwide class filed a complaint in the United States District Court 
   for the Northern District of Illinois against the Company and Sears 
   National Bank ("SNB"), an indirect wholly-owned subsidiary of the Company, 
   alleging breach of contract claims, state statutory consumer fraud and 
   federal Truth in Lending and National Bank Act violations in connection
   with the annual percentage rate ("APR") charged on certain credit card 
   balances.  Related cases have previously been filed in Illinois and 
   Washington state courts against the Company alleging similar claims.  The
   central allegation in each of these actions is that the May 1997 increase 
   of the APR charged on balances that pre-dated the transfer of the 
   cardholder accounts to SNB was unlawful.  Each of these cases seeks 
   injunctive and declaratory relief, unspecified damages and attorneys' 
   fees and expenses.  The Company intends to vigorously defend these cases.
   At this time, the effect of the resolution of these matters cannot 
   be estimated.
   
   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.




<PAGE>
				   -7-
				   
			   SEARS, ROEBUCK AND CO.
	       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
				(Unaudited)


6. Subsequent Events
   
   On August 16, 1998, the Company entered into an Agreement and Plan of 
   Merger between Western Auto, a wholly owned subsidiary, and Advance Auto 
   Parts for $175 million in cash and approximately 40% equity ownership 
   interest in the resulting combined company.  The sale is subject to 
   antitrust clearance.  The Company estimates that the transaction will 
   result in an after-tax loss ranging from $200 million to $250 million, 
   which will be recorded during the third quarter of 1998.  The sale price 
   and the loss on the transaction are expected to be finalized in the 
   fourth quarter of 1998 when the transaction is expected to close.  The 
   sale will not have a material effect on the financial position or liquidity
   of the Company.
   
   
   
   
   
   
   
<PAGE>   
				  -8-
				   

			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 July 4, 1998 and June 28, 1997, and the related
Condensed Consolidated Statements of Income for the 13-week and 26-week 
periods ended July 4, 1998 and June 28, 1997, and the Condensed Consolidated
Statements of Cash Flows for the 26-week periods ended July 4, 1998 and June
28, 1997.  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 3, 1998, 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 20, 1998, 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 3, 1998, 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
August 14, 1998





<PAGE>
				   -9- 

			ITEM 2. - SEARS, ROEBUCK AND CO.
	      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		      CONDITION AND RESULTS OF OPERATIONS
	     13 AND 26 WEEKS ENDED JULY 4, 1998 AND JUNE 28, 1997 
	   


Operating Results

Domestic operations include the Company's operations in the United States and
Puerto Rico.  Domestic operations are comprised of:


		     
Retail - consisting of:                  Credit - which manages Sears Card
	 -Full-line stores                        operations
	 -Specialty stores (Home stores       
	   and Auto stores)  
					 Corporate - administrative activities
Services - consisting of:                            of a holding company
	   -Home Services                            nature, the cost of which
	   -Direct Response Marketing                not allocated to the 
						     Company's businessess

		

International operations consist of similar retail, services and credit 
operations conducted in Canada through Sears Canada, Inc. ("Sears Canada"), 
a 54.8% owned consolidated subsidiary.  International operations were also 
conducted through Sears, Roebuck de Mexico, S.A. de C.V. ("Sears Mexico"), 
a previously 75.5% owned subsidiary until March 29, 1997.  At that time, 
the Company sold 60% of the outstanding shares of Sears Mexico to Grupo Carso
S.A. de C.V.  Thereafter, Sears Mexico's results are no longer included in 
the Company's consolidated operations.

For the 13 weeks ended July 4, 1998, net income was $336 million, or $0.85 
per share, as compared to $117 million, or $0.29 per share for the 13 weeks 
ended June 28, 1997.  The second quarter of 1998 includes the positive impact
of $18 million, or $0.05 per share, due to SFAS No. 125 accounting.  
Significant non-comparable items in the second quarter of 1997 included the 
reaffirmation charge, the gain on the sale of Advantis and the positive 
impact of SFAS No. 125 accounting, which in aggregate reduced net income by 
$194 million, or $0.49 per share.  Excluding these items, second quarter net 
income was $318 million, or $0.80 per share, a 2.3% increase over net income 
of $311 million, or $0.78 per share for the comparable 1997 period.  The 
increase in net income, after consideration of non-comparable items, was 
primarily due to the improvement in operating results from domestic retail 
and services businesses, which was partially offset by a decline in credit 
results.  For the 26 week period ended July 4, 1998, net income was $469 
million or $1.19 per share compared to $299 million or $0.75 per share in 
1997.  The increase in reported net income was due primarily to the negative 
impact of non-comparable items in 1997, as previously mentioned.  Excluding 
non-comparable items, net income would have been $431 million or $1.09 per 
share as compared to $490 million or $1.23 per share in the comparable 1997 
period. 
 
The Company's consolidated effective tax rate in the second quarter of 1998 
was 39.0% as compared to 53.9% in the prior year period.  The prior year tax 
rate was impacted by certain components of the reaffirmation charge which 
were not tax deductible.  Excluding the impact of the reaffirmation charge,
the Company's consolidated effective tax rate would have been 40.1% in the 
second quarter of 1997.  For the six-months ended July 4, 1998 the 
consolidated effective tax rate was 39.3% versus 50.1% in the first half of 
1997.  The prior year tax rate was impacted by the reaffirmation charge and 
the tax expense from the first quarter sale of Sears Mexico.  Excluding 
these significant items, the consolidated effective tax rate would have 
been 40.2% for the first half of 1997.  






<PAGE>
				     -10-

		      ITEM 2. - SEARS, ROEBUCK AND CO.
	       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		     CONDITION AND RESULTS OF OPERATIONS
	     13 AND 26 WEEKS ENDED JULY 4, 1998 AND JUNE 28, 1997


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 and 26 weeks ended 
July 4, 1998 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.


Domestic Operations

Merchandise and services revenues increased 6.1% to $8.30 billion and 6.2% 
to $15.60 billion for the 13 and 26 weeks ended July 4, 1998, respectively, 
from the comparable 1997 periods.  Merchandise and services revenues and 
related information are as follows:
							

<TABLE>
<CAPTION>
			     13 Weeks Ended                  26 Weeks Ended
			    July 4,   June 28,             July 4,   June 28, 
			     1998      1997     Change      1998       1997     Change    
(millions, except number 
  of stores)
<S>                         <C>       <C>       <C>        <C>       <C>        <C>

Revenues:          
 Full-line stores          $ 5,561    $ 5,229    6.3%      $ 10,497  $  9,815    6.9% 
 Specialty stores            1,956      1,821    7.4%         3,624     3,456    4.9% 
 Total retail                7,517      7,050    6.6%        14,121    13,271    6.4% 

Services                       786        773    1.8%         1,479     1,413    4.6% 
Merchandise and services   $ 8,303    $ 7,823    6.1%      $ 15,600  $ 14,684    6.2% 

Number of Full-line stores                                      835       824     
Number of Specialty stores                                    2,758     2,607            
  Total retail stores                                         3,593     3,431     

Comparable store sales        
  percentage increase        2.9%        2.3%                  3.8%      2.5%

</TABLE>  




For the 13 week period, Full-line stores revenues increased 6.3% over the 
comparable 1997 period.

  Apparel revenues gained 4.3% during the second quarter after a 5.1% gain 
  in 1997.  Women's sportswear and special sizes, as well as girl's apparel, 
  and cosmetics and fragrances posted strong sales increases, while boy's 
  apparel, home fashions and fine jewelry had solid revenue gains.  Men's 
  apparel sales were slightly higher than the second quarter last year.

  Hardlines revenues, comprised of home electronics, home appliances, and 
  home improvement merchandise sales, increased 7.1% in the second quarter 
  with gains in home appliances and home improvement.  Home electronics sales 
  were below the prior year due to slow sales of home office equipment.
  
For the 26 week period, Full-line stores revenues increased 6.9% over 1997 as 
apparel achieved a 4.8% increase and hardlines gained 7.1%.  





<PAGE>
				    -11-



		      ITEM 2. - SEARS, ROEBUCK AND CO.
	       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		      CONDITION AND RESULTS OF OPERATIONS
	      13 AND 26 WEEKS ENDED JULY 4, 1998 AND JUNE 28, 1997
	      
For the 13 week period, Specialty stores revenues increased 7.4% over the 
comparable 1997 period. 

  Home stores revenues increased 20.3% over 1997 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 
  118 net new store openings.  HomeLife furniture stores revenues showed a 
  moderate increase despite having four fewer stores than a year ago. 

  Auto stores, consisting of the Sears Tire Group and Parts Group, experienced
  a 4.3% decline in revenue from 1997 as the Sears Tire Group experienced weak
  comparable store sales and the Parts Group revenue decreased primarily as a 
  result of a change in store format.  The new Parts America format sells 
  automotive merchandise and no longer provides repair services.

Specialty stores revenues increased 4.9% for the 26 week period as compared 
to 1997, largely due to the new store growth and increases in comparable 
store sales in Hardware, HomeLife and Sears Dealer store formats.

Services revenues, which are generated by the Home Services and Direct 
Response Marketing businesses, were up 1.8% in the second quarter of 1998 
and 4.6% for the first six months of 1998 versus the comparable 1997 periods.
For both the second quarter and six months ended July 4, 1998, revenue 
increases were solid in the product services and installation businesses, 
while the home improvement business had declining revenues.

Domestic credit revenues increased 3.0% to $1.12 billion and 2.9% to $2.26 
billion for the 13 and 26 weeks ended July 4, 1998, respectively, from the 
comparable prior year periods.  A summary of credit information (for the 
managed portfolio) is as follows:

<TABLE>                                                        
<CAPTION>
				      13 Weeks Ended            26 Weeks Ended
(millions)                          July 4,    June 28,       July 4,    June 28, 
				     1998       1997           1998        1997         
<S>                                 <C>        <C>            <C>        <C>

Sears Card as a % of sales            52.3%     55.5%          52.7%      55.5%  
Average account balance (dollars)  
 (as of July 4, 1998 and June 28, 
  1997)                             $  1,086   $  1,033       $  1,086   $  1,033  
Average managed credit card 
 receivables (millions)             $ 27,808   $ 26,634       $ 28,151   $ 26,747  

</TABLE>


The percentage of merchandise sales and services transacted with the Sears 
Card in the second quarter of 1998 declined to 52.3% compared to 55.5% a year 
ago primarily due to greater preference for the use of cash, checks and third 
party credit cards. 

Gross margin as a percentage of domestic merchandise and services revenues 
for the second quarter was 26.1% versus 26.5% in the comparable prior year 
period.  Improved services gross margin was more than offset by the decline 
in retail gross margin which was caused primarily by increased promotional
activity.  For the 26 week period, 1998 domestic gross margin declined 40 
basis points to 25.2%.





<PAGE>
				    -12-



			ITEM 2. - SEARS, ROEBUCK AND CO.
		MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		       CONDITION AND RESULTS OF OPERATIONS
	      13 AND 26 WEEKS ENDED JULY 4, 1998 AND JUNE 28, 1997



Selling and administrative expense as a percentage of total revenues for 
domestic operations improved to 20.0% in the second quarter of 1998 from 
20.4% in the comparable prior year period.  The improvement was primarily due 
to the leveraging of employee-related costs and business overhead costs, 
partially offset by additional investments in marketing.  For the 26 week
period, the selling and administrative expense rate for domestic operations 
improved 50 basis points to 20.4%. 

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

<TABLE>
<CAPTION>
					  13 Weeks Ended            26 Weeks Ended
(millions)                              July 4,    June 28,       July 4,    June 28, 
					 1998       1997           1998        1997         
<S>                                     <C>        <C>            <C>        <C>

Provision for uncollectible accounts    $   348    $   280        $   735    $   522
Net credit charge-offs as a percentage 
 of average managed credit card        
 receivables                              7.37%      5.69%          7.74%      5.32% 
Allowance for uncollectible credit 
 card receivables                       $ 1,101    $   793        $ 1,101    $   793
Delinquency rates for managed 
 portfolio (as of July 4, 1998 and 
 June 28, 1997)                           6.54%      5.88%          6.54%      5.88%

</TABLE>



The provision for uncollectible accounts increased 24.7% to $348 million and 
40.9% to $735 million for the 13 and 26 weeks ended July 4, 1998, 
respectively, from the same periods last year.  The increase was primarily 
attributable to the higher delinquency and charge-off rates of the credit 
card portfolio. 

Domestic operations depreciation and amortization expense was $196 million 
in the second quarter and $388 million for the first six months of 1998, an 
increase of $9 million and $36 million, respectively, from the comparable 
1997 periods.  The increase reflects the continuation of the Full-line stores
remodeling program and the growth in the number of Specialty stores in 
operation.

Interest expense, as presented on the statements of income, is combined with 
the funding costs on receivables sold through securitizations to represent 
total funding costs as follows:

<TABLE>
<CAPTION>
				      13 Weeks Ended            26 Weeks Ended
(millions)                          July 4,    June 28,       July 4,    June 28, 
				     1998       1997           1998        1997 
<S>                                 <C>        <C>            <C>        <C>

Interest expense                    $  334    $   315         $  683     $  626 
Funding cost on securitized 
 receivables (1)                       107        105            213        213  
Total funding costs                 $  441    $   420         $  896     $  839
 

<FN>
(1) Funding cost on securitized receivables represents the interest paid on securitized 
    receivables.
</FN>
</TABLE>
								
								 


<PAGE>
				    -13-
				    
 
		     ITEM 2. - SEARS, ROEBUCK AND CO.
	    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		   CONDITION AND RESULTS OF OPERATIONS
	   13 AND 26 WEEKS ENDED JULY 4, 1998 AND JUNE 28, 1997


Total domestic funding costs increased in the second quarter of 1998 when 
compared to the second quarter of 1997 and increased for the first six months 
of 1998 compared to the first six months of 1997.  Funding costs increased due
to the additional level of debt needed to support a larger managed credit card
receivables portfolio, but was partially offset by lower effective funding 
rates.

Operating income in the second quarter of 1998 was $529 million compared to 
$92 million in the comparable 1997 period.  On a reported basis, the increase 
is due to the $475 million reaffirmation charge recorded in the second 
quarter of 1997.  Excluding non-comparable items, operating income was $500
million, a 1.8% decrease from operating income of $509 million in the second 
quarter of 1997.  The decrease is primarily due to the decline in credit 
results, partially offset by improved retail and services results.

Operating income by business format is as follows:

<TABLE>
<CAPTION>
			       13 Weeks Ended            26 Weeks Ended
(millions)                   July 4,    June 28,       July 4,    June 28, 
			      1998       1997           1998        1997         
<S>                          <C>        <C>            <C>        <C>

Retail                       $  199     $  175         $  139     $  146  
Services                         97         89            177        156  
Credit                          286       (120)           538        262  
Corporate                       (53)       (52)          (113)      (110) 
 Total domestic operating 
  income                     $  529     $   92         $  741     $  454  

</TABLE>




International Operations

International operations in 1998 include only the Company's 54.8% interest 
in Sears Canada.  In the first quarter of 1997, the Company sold 60% of the 
outstanding shares of Sears Mexico to Grupo Carso S.A. de C.V.  The 
transaction reduced the Company's ownership in Sears Mexico to 15.5 percent.

International revenues for the second quarter of 1998 increased 4.2% from 
the same period a year ago due to the solid retail and catalog sales 
performance at Sears Canada.  For the first six months of 1998, International
revenues were $1.5 billion, which is even with prior year.  The prior year 
includes revenues of $100 million generated  by  Sears Mexico before its sale
in the first quarter of 1997.  The overall increase in Sears Canada revenue 
in the first six months of 1998 offset the loss of revenue from the sale of 
Sears Mexico.

Gross margins as a percentage of merchandise and services revenues decreased 
to 25.9% in the second quarter from 26.8% in 1997, reflecting higher retail 
promotional markdowns compared to the prior year.  For the first six months 
of 1998, gross margin rate declined 40 basis points to 24.8%.

Selling and administrative expense as a percentage of total revenues decreased
to 21.1% in 1998 from 23.0% in the second quarter of 1997.  The improvement 
was primarily due to leveraging employee-related costs and marketing expense.
For the first six months of 1998, the selling and administrative expense rate
improved 140 basis points to 21.7%. 
	





<PAGE>
				    -14-


			  ITEM 2. - SEARS, ROEBUCK AND CO.
		 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
			CONDITION AND RESULTS OF OPERATIONS
	       13 AND 26 WEEKS ENDED JULY 4, 1998 AND JUNE 28, 1997



Financial Condition

The consolidated owned net credit card receivables balances of $17.16 billion,
$19.34 billion and $19.84 billion as of July 4, 1998, June 28, 1997 and 
January 3, 1998, respectively, exclude credit card receivables transferred to
a securitization Master Trust as follows:

<TABLE>
<CAPTION>
					 July 4,     June 28,    January 3, 
(millions)                                1998        1997        1998              
<S>                                      <C>         <C>         <C>

Domestic:   
 Managed credit card receivables       $ 27,725     $ 26,834      $ 28,945  
 Securitized balances sold               (6,667)      (6,123)       (6,404) 
 Retained interest in transferred 
  credit card receivables                (4,302)      (2,088)       (3,316) 
 Other customer receivables                 202          174           161 

Domestic owned credit card receivables   16,958       18,797        19,386  

International credit card receivables     1,339        1,365         1,570
Consolidated credit card receivables   $ 18,297     $ 20,162      $ 20,956
 Less: Allowance for uncollectible 
       accounts                           1,137          825         1,113  
 Credit card receivables, net          $ 17,160     $ 19,337      $ 19,843  

</TABLE>        



Consolidated credit card receivables (before allowance for uncollectible 
accounts) decreased $1.87 billion when comparing the second quarter of 1998 
with the second quarter of 1997.  The decrease is primarily due to accounts 
being transferred to the securitization Master Trust to be used in future 
securitizations.  Managed credit card receivables increased over second 
quarter 1997 primarily due to growth in existing account balances.  Compared 
to 1997 year-end, consolidated credit card receivables (before allowance for 
uncollectible accounts) decreased $2.66 billion due to the normal seasonal 
nature of the retail industry as well as the aforementioned transfer of 
receivables to the securitization Master Trust.

As of July 4, 1998, consolidated merchandise inventories on the first-in, 
first-out (FIFO) basis were $5.88 billion, compared with $5.71 billion at 
June 28, 1997 and $5.76 billion at January 3, 1998.  The increase in the 
inventory levels reflects the additional inventory to support higher sales 
volume and the addition of new Full-line and Specialty stores. Domestic 
inventories per selling square foot declined slightly from prior year levels.

Total property and equipment, net of accumulated depreciation, was $6.50 
billion at July 4, 1998 compared with $5.89 billion a year earlier.  The 
increase is primarily due to the net addition of 11 Full-line stores and 151 
Specialty stores.




<PAGE>
				    -15-



			ITEM 2. - SEARS, ROEBUCK AND CO.
		  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
			CONDITION AND RESULTS OF OPERATIONS
		 13 AND 26 WEEKS ENDED JULY 4, 1998 AND JUNE 28, 1997



Total funding for the Company at July 4, 1998 was $26.38 billion compared with
$24.50 billion a year earlier.  The increase in funding was used primarily to
fund growth in the managed credit card receivables portfolio and to provide 
cash for the capital spending program.  Total funding includes debt recorded
on the balance sheet and investor certificates related to credit card 
receivables sold through securitizations as follows:

<TABLE>
<CAPTION>

(millions)                           July 4,      June 28,      January 3,
				      1998         1997          1998
<S>                                  <C>          <C>           <C>

Short-term borrowings              $  3,588       $  3,334      $  5,208  
Long-term debt and capitalized 
 lease obligations                   16,122         15,044        15,632 
Securitized balances sold             6,667          6,123         6,404
 Total funding                     $ 26,377       $ 24,501      $ 27,244  

</TABLE>        




During the 26 weeks ended July 4, 1998, the Company has utilized more 
long-term debt and less short-term borrowings in its funding mix due to 
favorable long-term funding rates.  The Company accesses a variety of capital 
markets to preserve flexibility and diversify its funding sources.  The 
primary funding sources utilized include medium term notes, securitization, 
senior unsecured debt and unsecured commercial paper.



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.








<PAGE>
				    -16-



		       PART II.  OTHER INFORMATION
		       
Item 1. 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.  A federal civil and criminal investigation of 
   these matters is ongoing. 

   As previously reported, on May 7, 1998, the Supreme Court of the State of 
   New York, County of New York, approved the settlement of consolidated 
   shareholders' derivative actions 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.  This court-approved settlement was subject to 
   satisfactory resolution of 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 class action 
   lawsuits alleged 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.  On August 10, 1998, the Illinois court entered an order and 
   final judgement approving the securities class action settlement.  The 
   entry of this final judgement satisfied the condition to the court approved 
   settlement of the shareholder derivative actions referred to above.

   The Company recorded a pretax charge of $475 million ($320 million on an 
   after-tax basis) in the second quarter of 1997 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.  However, 
   management believes that its current reserves adequately provide for 
   the costs relating to the matters referred to above and does not expect 
   such costs to have a material effect on the annual results of operations, 
   financial position, liquidity or capital resources of the Company.

   On July 2, 1998, a credit cardholder of the Company purporting to represent 
   a nationwide class filed a complaint in the United States District Court 
   for the Northern District of Illinois against the Company and Sears 
   National Bank ("SNB"), an indirect wholly-owned subsidiary of the Company, 
   alleging breach of contract claims, state statutory consumer fraud and 
   federal Truth in Lending and National Bank Act violations in connection
   with the annual percentage rate ("APR") charged on certain credit card 
   balances.  Related cases have previously been filed in Illinois and 
   Washington state courts against the Company alleging similar claims.  The
   central allegation in each of these actions is that the May 1997 increase 
   of the APR charged on balances that pre-dated the transfer of the 
   cardholder accounts to SNB was unlawful.  Each of these cases seeks 
   injunctive and declaratory relief, unspecified damages and attorneys' 
   fees and expenses.  The Company intends to vigorously defend these cases.
   At this time, the effect of the resolution of these matters cannot 
   be estimated.
   
   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.





	

<PAGE>
				    -17-
				    
			PART II.  OTHER INFORMATION
		     

Item 4.  Submission of Matters to a Vote of Security-Holders.

  On May 14, 1998, the Company held its annual meeting of shareholders at 
  The Art Institute of Chicago in Chicago, Illinois.

  1) Warren L. Batts, Arthur C. Martinez, Hugh B. Price and Clarence B. 
     Rogers, Jr. were elected to Class A of the Board of Directors for three 
     year terms expiring at the 2001 annual meeting of shareholders.  Brenda 
     C. Barnes was elected to Class B of the Board of Directors for a term 
     expiring at the 1999 annual meeting of shareholders.  The shareholders 
     approved the recommendation of the Audit Committee that Deloitte & 
     Touche LLP be appointed auditors for 1998.  A shareholder proposal to
     declassify the Company's Board of Directors was voted on and defeated.  
     The vote on these matters was as follows:
     
				
				     Directors                               

	Name                            For               Withheld 

	Warren L. Batts             338,250,861          4,704,427 
	Arthur C. Martinez          338,250,861          5,283,549 
	Hugh B. Price               338,250,861          4,888,533 
	Clarence B. Rogers, Jr.     338,250,861          4,629,748 
	Brenda C. Barnes            338,250,861          4,476,405 



  2) Approval of appointment of Deloitte & Touche LLP as auditors for 1998.
      
	    For                    Against             Abstain 
       340,152,176                1,251,751            869,996 

	
  


			     Shareholder Proposals

  3) Declassifying the Board of Directors.

	 For           Against           Abstain          Broker Non-Votes 
     144,953,258     153,886,891        5,338,009           38,095,765 
   









<PAGE>

				    -18-



		       PART II.  OTHER INFORMATION
		       

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.
	    None.










<PAGE>
				     -19-
				    


				   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)
						   

  August 17, 1998                           By       /s/  Jeffrey N. Boyer
							Jeffrey N. Boyer
						Vice President and Controller
					      

						(Principal Accounting Officer
						 and duly authorized Officer
						 of Registrant)












<PAGE>

				    E-1

				    
				EXHIBIT INDEX
			    SEARS, ROEBUCK AND CO.
		      13 AND 26 WEEKS ENDED JULY 4, 1998


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 3, 1998 (incorporated by reference
	    to Exhibit 3.(ii) to the Registrant's Annual Report on Form 10-K 
	    for the year ended January 3, 1998).

   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.

   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 3, 1998 and for the six- and twelve-month periods 
	    ended July 4, 1998.

   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 four years: 1996, 1995, 
	    1994, and 1993. 

   15.      Acknowledgment of awareness from Deloitte & Touche LLP, dated 
	    August 14, 1998, concerning unaudited interim financial 
	    information.

   27.      Financial Data Schedule.