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 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)


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, 1999, the Registrant had 380,390,511 common shares,
$.75 par value, outstanding.

                    SEARS, ROEBUCK  AND CO.
           INDEX TO QUARTERLY REPORT ON FORM 10-Q
            13 AND 26 WEEKS ENDED JULY 3, 1999


                                     Page
PART I - FINANCIAL INFORMATION.

Item 1.    Financial Statements.

Condensed Consolidated Statements of
Income (Unaudited) -
13 and 26 Weeks Ended July 3, 1999
and July 4, 1998.                       1

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

Condensed Consolidated Statements
of Cash Flows (Unaudited) -26 Weeks
Ended July 3, 1999 and July 4, 1998.    3

Notes to Condensed Consolidated
Financial Statements (Unaudited).       4

Independent Accountants' Review Report. 8

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


PART II - OTHER INFORMATION.

Item 1.  Legal Proceedings.             18

Item 4.  Submission of Matters to a
Vote of Security-Holders.               19

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)
<TABLE>
<S>
(millions,
 except per share data)   13 Weeks Ended        26 Weeks Ended
                         July 3,  July 4,      July 3, July 4,
                         1999     1998         1999     1998
                      <C>        <C>           <C>      <C>
Merchandise sales
  and services         $8,955    $9,128        $16,864  $17,153
Credit
  revenues              1,037     1,186          2,165    2,394

  Total revenues        9,992    10,314         19,029   19,547

Costs and expenses
  Cost of sales, buying
    and occupancy       6,640     6,754         12,675   12,838
  Selling and
    administrative      2,045     2,067          3,968    4,016
  Depreciation and
    amortization          215       211            424      419
  Provision for
    uncollectible
    accounts              215       355            506      749
  Interest                313       361            647      737
    Total costs
      and expenses      9,428     9,748         18,220   18,759

Operating income          564       566            809      788
Other income (expense)    (12)        3            (14)       9

Income before income
  taxes and minority
  interest                552       569            795      797
Income taxes             (209)     (223)          (301)    (315)
Minority interest         (12)      (10)           (17)     (13)
Net income               $331      $336           $477     $469

Earnings per share
  Basic                 $0.87     $0.86          $1.25    $1.20
  Diluted               $0.86     $0.85          $1.24    $1.19

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

Average common and
  common equivalent shares
  outstanding           383.6     395.4          384.4    394.9

See accompanying notes.
</TABLE>



                             SEARS, ROEBUCK AND CO.

                     CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<S>
(millions)                     (Unaudited)
                         July 3,         July 4,       January 2,
                         1999            1998             1999
                      <C>            <C>               <C>
Assets
  Current assets
    Cash and cash
      equivalents      $  397         $  450           $  495
    Retained interest
      in transferred
      credit card
      receivables       3,600          4,302            4,294
    Credit card
      receivables,
      net              16,771         17,160           17,972
    Other receivables     384            293              397
    Merchandise
      inventories       5,000          5,146            4,816
    Prepaid expenses,
      deferred charges
      and other assets    604            521              506
    Deferred income
      taxes               729            759              791
      Total current
        assets         27,485         28,631           29,271

  Property and
    equipment, net      6,332          6,503            6,380
  Deferred income
    taxes                 531            649              572
  Other assets          1,502          1,388            1,452
      Total assets    $35,850        $37,171          $37,675

   Liabilities
    Current liabilities
      Short-term
        borrowings    $ 3,814        $ 3,588          $ 4,624
      Current portion
        of long-term
        debt and
        capitalized
        leases            612          2,865            1,414
      Accounts payable
        and other
        liabilities     5,977          6,107            6,732
      Unearned revenues   820            844              815
      Other taxes         451            412              524
       Total current
         liabilities   11,674         13,816           14,109

  Long-term debt and
    capitalized leases 14,042         13,257           13,631
  Postretirement
    benefits            2,258          2,479            2,346
  Minority interest
   and other
   liabilities          1,593          1,434            1,523
    Total
      liabilities      29,567         30,986           31,609

Commitments and Contingent Liabilities

Shareholders' Equity

     Common shares        323            323              323
     Capital in excess
       of par value     3,566          3,586            3,583
     Retained earnings  5,149          4,447            4,848
     Treasury stock - at
       cost            (2,233)        (1,655)          (2,089)
     Deferred ESOP
       expense           (160)          (192)            (175)
     Accumulated other
       comprehensive
       income (loss)     (362)          (324)            (424)
       Total
         shareholders'
         equity         6,283          6,185            6,066

       Total
         liabilities
         and shareholders'
         equity       $35,850        $37,171          $37,675

       Total common
         shares
         outstanding    380.3          392.3            383.5

See accompanying notes.
</TABLE>



                     SEARS, ROEBUCK AND CO.

          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited)
(millions)                        26 Weeks Ended
<TABLE>                     July 3,            July 4,
<S>                         1999               1998
CASH FLOWS FROM OPERATING
ACTIVITIES:
                           <C>                 <C>
Net income                 $  477               $469
Adjustments to reconcile
  net income to net cash
  provided by (used in)
  operating activities:

    Depreciation,
      amortization
      and other noncash
      items                   464                472
    Provision for
      uncollectible
      accounts                506                749
    Loss (gain) on sales of
      property and
      investments               2                 (6)
    Change in (net
      of acquisitions):
      Deferred income taxes    81                 88
      Retained interest in
        transferred credit
        card receivables      694               (986)
      Credit card
        receivables           758              1,884
      Merchandise
        inventories          (234)              (108)
      Other operating
        assets                (35)                50
      Other operating
        liabilities          (732)              (864)
        Net cash
         provided by
         operating
         activities         1,981              1,748

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of businesses,
  net of cash acquired        (16)               (34)
Proceeds from sales of
  property and investments    101                  8
Purchases of property and
  equipment                  (575)              (656)
      Net cash used in
        investing
        activities           (490)              (682)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from long-term
  debt                        909              1,924
Repayments of long-term
  debt                      (1,313)           (1,160)
Decrease in short-term
  borrowings, primarily
  90 days or less             (830)           (1,615)
Repayments of ESOP note
  receivable                    58                23
Common shares purchased       (202)              (52)
Common shares issued for
  employee stock plans          42                87
Dividends paid to
  shareholders                (257)             (180)
    Net cash used in
      financing activities  (1,593)             (973)

Effect of exchange rate
  on cash and invested cash      4                (1)

Net increase (decrease)
  in cash and cash
  equivalents                  (98)               92

Balance at beginning of
  year                         495               358

Balance at end of period     $ 397             $ 450

See accompanying notes.
</TABLE>


                       SEARS, ROEBUCK AND CO.

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)

1.  Condensed Consolidated Financial Statements

The Condensed Consolidated Balance Sheets as
of July 3, 1999 and July 4, 1998, the related
Condensed Consolidated Statements of Income for
the 13 and 26 weeks ended July 3, 1999 and
July 4, 1998, and the Condensed Consolidated
Statements of Cash Flows for the 26 weeks ended
July 3, 1999 and July 4, 1998 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.  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 3, 1999, approximately $5.0
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 was 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.
By the end of the first quarter of 1999, all 20
million common shares authorized to be purchased
under the repurchase program had been acquired.

On March 10, 1999, the Board of Directors approved
a common share repurchase program 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.  As of July 3, 1999, approximately
1.2 million common shares have been acquired under
this repurchase program at a cost of approximately
$58 million.



                         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:
<TABLE>
<S>
(millions,
except per share data)
                     13 Weeks Ended                      26 Weeks Ended
                   July 3,   July 4,                  July 3,     July 4,
                   1999      1998                     1999         1998
                   <C>       <C>                      <C>          <C>
Basic:
  Net income        $331      $336                     $477         $469
  Average shares
    outstanding    381.1     391.7                    382.0        391.3
  Earnings per
    share -basic   $0.87     $0.86                    $1.25        $1.20
Diluted:
  Net income        $331      $336                     $477         $469
  Average shares
    outstanding    381.1     391.7                    382.0        391.3
  Dilutive effect
    of stock
    options         	2.5       3.7                      2.4          3.6
  Average shares
    and equivalent
    shares
    outstanding    383.6     395.4                    384.4        394.9
  Earnings per
    share -
    diluted       $ 0.86     $0.85                   $ 1.24        $1.19

</TABLE>
In each period, certain outstanding options
were excluded from the computation of diluted
earnings per share because they would have been
antidilutive.  As of July 3, 1999, options to
purchase 7.3 million shares of stock at prices
ranging from $47 to $64 and $45 to $64 per share
were excluded from the 13 and 26 week 1999 calcu-
lations, respectively.  As of July 4, 1998, options
to purchase 1.9 million shares of stock at prices
ranging from $61 to $64 and $56 to $64 per share
were excluded from the 13 and 26 week 1998 calcu-
lations, respectively.

4.  Comprehensive Income

The following table sets forth the computation
of comprehensive income:
<TABLE>

(millions)
                    13 Weeks Ended               26 Weeks Ended
                  July 3,   July 4,            July 3,    July 4,
                   1999     1998                1999      1998
<S>              <C>        <C>                <C>        <C>
Net income        $331       $336               $477       $469
Other comprehen-
  sive income (loss):
  Unrealized gain
    (loss) on invest-
    ments          (41)        --                 42        --

  Foreign currency
    translation adjust-
    ments           14        (15)                20        (13)
  Total other
    comprehensive
    income (loss)  (27)       (15)                62        (13)
Total comprehensive
  income          $304       $321               $539       $456
</TABLE>



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

Accumulated other comprehensive income (loss)
is comprised of foreign currency translation
charges of $105, $107 and $125 million as of
July 3, 1999, July 4, 1998 and January 2, 1999,
respectively, the Company's minimum pension
liability of $299, $217 and $299 million as of
July 3, 1999, July 4, 1998 and January 2, 1999,
respectively, and an unrealized gain on invest-
ments of $42 million as of July 3, 1999.

5.  Segment Disclosures

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

<TABLE>
<S>
For the 13 weeks ended July 3, 1999

millions   Retail    Services  Credit  Corporate International   Consolidated
          <C>        <C>      <C>     <C>       <C>             <C>
Revenue    $7,252    $ 808     $ 973   $   --    $   959          $9,992
Operating
  income
  (expense)   173       94       315      (63)        45             564
Total
  assets   10,109    1,028    19,731    2,210      2,772          35,850
</TABLE>

<TABLE>
<S>       <C>        <C>     <C>      <C>        <C>             <C>
For the 13 weeks ended July 4, 1998

millions   Retail    Services  Credit  Corporate International   Consolidated

Revenue   $7,516      $ 798  $ 1,123  $  --      $ 877           $10,314
Operating
  income
  (expense)  199         97      286      (53)      37               566
Total
  assets  10,760        913   20,849    2,105    2,544            37,171
</TABLE>
<TABLE>
<S>      <C>        <C>      <C>     <C>        <C>             <C>

For the 26 weeks ended July 3, 1999

millions   Retail    Services  Credit  Corporate International   Consolidated

Revenue  $ 13,674   $ 1,526  $ 2,036  $  --     $ 1,793          $19,029
Operating
  income
  (expense)   104       169      610    (136)        62              809
Total
  assets   10,109     1,028   19,731    2,210     2,772           35,850
</TABLE>
<TABLE>
<S>     <C>        <C>       <C>      <C>       <C>           <C>
For the 26 weeks ended July 4, 1998

millions   Retail   Services  Credit  Corporate International   Consolidated

Revenue  $14,121    $ 1,490  $ 2,263    $  --   $ 1,673        $ 19,547
Operating
  income
  (expense)  139        177      538      (113)      47 	           788
Total
  assets  10,760        913   20,849     2,105    2,544          37,171

</TABLE>



6.  Effect of New Accounting Standards and Statements

In June 1998, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities."  In May, 1999 the
FASB voted to delay the adoption of SFAS No. 133 by one
year.  This statement is now required to be adopted in
years beginning after June 15, 2000.  The Company is
currently evaluating the effect this statement might
have on its consolidated financial position and results
of operations.

                         SEARS, ROEBUCK AND CO.

    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)


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.

8.  Legal Proceedings

As previously reported, 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 was approved by the United
States District Court, Northern District of Illinois
by an order dated July 21, 1999.  A related lawsuit
in Washington was dismissed by an order dated July 23,
1999 and a related lawsuit in Illinois was dismissed
by an order dated July 29, 1999.

Other than the above, 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.


                        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 3, 1999 and July 4, 1998, and the
related Condensed Consolidated Statements of Income
for the 13-week and 26-week periods ended July 3,
1999 and July 4, 1998 and the Condensed Consolidated
Statements of Cash Flows for the 26-week periods ended
July 3, 1999 and July 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
August 2, 1999



             SEARS, ROEBUCK AND CO.

   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY FOR THE
    13 AND 26 WEEKS ENDED JULY 3, 1999 AND JULY 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:
<TABLE>
<S>                                 <S>
Retail  consisting of:              Corporate consisting of administrative
  Full-line stores                  activities of a holding company nature,
  Specialty Retail Group            the costs of which are not allocated to
  (Home stores                      the Company's businesses (includes
  and Auto stores)                  e-commerce)

Services  consisting of:            International consisting of retail,
  Home Services                     services and credit operations con-
  Sears Direct (Direct Response     ducted in Canada through Sears Canada,
  Marketing)                        Inc. ("Sears Canada"), a 54.7% owned
                                    consolidated subsidiary
Credit  which manages domestic
  Sears Card operations
</TABLE>

For the 13 weeks ended July 3, 1999, net income
was $331 million, or $0.86 per share, as compared
to $336 million, or $0.85 per share for the
comparable 1998 period.  Second quarter 1998 earnings
include non-comparable income of $18 million or $0.05
per share related to the positive impact of SFAS
No. 125 accounting.  Excluding this non-comparable
item, earnings per share would have been $0.80 in
the second quarter of 1998 compared with second
quarter 1999 earnings per share of $0.86, a 7.5%
increase.  The increase in net income was primarily
due to improved performance of the Credit and
International segments, partially offset by declines
in the Retail and Services segments and higher
expenses in the Corporate segment.  Earnings per
share also benefited from lower shares outstanding.

For the 26 weeks ended July 3, 1999, net income
was $477 million, or $1.24 per share compared to
$469 million, or $1.19 per share for the comparable
1998 period.  The year-ago period included
non-comparable income of $39 million, or $0.10
per share related to the positive impact of SFAS
No. 125 accounting.  Excluding this non-comparable
item, earnings per share increased 13.8% over the first
half of last year.  The increase is primarily the
result of improved performance in the Credit segment.

Operating income by segment was as follows:

<TABLE>
<S>
               13 Weeks Ended               26 Weeks Ended
(millions)       July 3,  July 4,            July 3,    July 4,
                 1999     1998               1999       1998
              <C>         <C>               <C>       <C>
Retail           $173      $199               $104       $139
Services           94        97                169        177
Credit            315       286                610        538
Corporate         (63)      (53)              (136)      (113)
International      45        37                 62         47
Total operating
income           $564      $566               $809       $788
</TABLE>

           SEARS, ROEBUCK AND CO.
 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY FOR THE
 13 AND 26 WEEKS ENDED JULY 3, 1999 AND JULY 4, 1998

The Company's consolidated effective tax rate for the
13 weeks ended July 3, 1999 was 37.9% as compared to
39.2% 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.
For the 26 weeks ended July 3, 1999, the consolidated
effective tax rate was 37.9% as compared to 39.5% in
the comparable 1998 period.

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 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 3.5% to $7.25 billion
and 3.2% to $13.67 billion for the 13 and 26 weeks
ended July 3, 1999, respectively, from the comparable
1998 periods due to the divestitures of Western Auto
and HomeLife. Excluding the effect of the divested
businesses, retail revenues increased $191 million
or 2.7% and $404 million or 3.1% for the 13 and 26
week periods, respectively.  Retail revenues and
related information are as follows:
<TABLE>
<S>
(millions, except
number of stores)         13 Weeks Ended            26 Weeks Ended
                      July 3,  July 4,           July 3, July 4,
                      1999     1998    Change     1999    1998    Change
                     <C>      <C>      <C>      <C>      <C>     <C>
Revenues:
  Full-line stores    $5,675   $5,561    2.0%     $10,741 $10,497   2.3%
  Specialty Retail
    Group              1,577    1,955  (19.3)%      2,933   3,624 (19.1)%
  Total Retail
    revenues         $ 7,252   $7,516   (3.5)%    $13,674 $14,121  (3.2)%

Number of Full-line
  stores                                              848     835
Number of Specialty
  Retail Group stores                               2,127   2,758

Total Retail stores                                 2,975   3,593

Comparable store sales
  percentage increase   1.0%      2.9%               1.4%    3.8%

</TABLE>
For the 13 week period, Full-line stores revenues
increased 2.0% over second quarter 1998.

   Apparel revenues were flat during the second quarter
after a 4.3% gain in 1998.  Women's sportswear, special
sizes, infant's apparel, cosmetics, fragrances and fine
jewelry posted solid sales increases.  These increases
were offset by decreases in junior's, dresses, boy's and
girl's apparel, footwear and children's hardlines.

   Hardlines revenues, comprised of home electronics,
home appliances, home office and home improvement
merchandise sales, as well as licensed business sales,
increased 3.1% in the second quarter of 1999.
All categories showed revenue increases over the
prior year.

           SEARS, ROEBUCK AND CO.

 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY FOR THE
13 AND 26 WEEKS ENDED JULY 3, 1999 AND JULY 4, 1998

For the 26 week period, Full-line store revenues
increased 2.3% over 1998 as apparel increased 0.8%
and hardlines increased 3.0%.

For the 13 week period ended July 3, 1999, Specialty
Retail Group revenues decreased 19.3% from the
comparable 1998 period.

Home stores revenues decreased 4.5% from the 1998
level. The prior year includes revenues from
HomeLife which was sold on January 30, 1999.
Excluding HomeLife revenues in the prior year,
Home stores revenues increased 12.6% due to
strong comparable store sales increases in both
Hardware and Sears Dealer stores.  Sears Dealer
and Hardware store revenues also benefited from
93 and 4 net new store openings, respectively.
The Great Indoors also produced strong revenue
gains over the comparable 1998 period.

Auto stores revenues decreased 38.6% from the
comparable 1998 period.  The prior year includes
revenues from Western Auto which was sold on
November 2, 1998.  Excluding the Western Auto
revenues in the prior year, Auto revenues decreased
6.1% as the Sears Tire Group reduced store count
by one and experienced weak comparable store sales.


Specialty Retail Group revenues declined 19.1% for
the 26 week period ended July 3, 1999 compared to
1998, largely due to the HomeLife and Western Auto
divestitures.  Excluding the effect of the
divestitures, specialty retail group revenues
increased 5.9% for the 26 week period due to new
store growth and strong increases in Hardware and
Dealer stores' comparable store sales, partially
offset by weak Auto comparable store sales.

Retail gross margin as a percentage of Retail
revenues for the second quarter of 1999 declined
40 basis points from the second quarter of 1998.
A greater level of promotional activity in the
Full-line stores was a significant cause of the
decreased gross margin rate.  For the 26 week
period, retail gross margin declined 60 basis
points.

Retail selling and administrative expense as a
percentage of Retail revenues for the second quarter
of 1999 improved 20 basis points from the second
quarter of 1998.  The improvement was primarily
due to leveraging of payroll and other employee
related costs.  For the 26 week period, the retail
selling and administrative expense rate improved 50
basis points.

Retail depreciation and amortization expense for
the second quarter of 1999 decreased $2 million or
1.2% from the comparable 1998 period.  The decrease
reflects the HomeLife and Western Auto divestitures.
Excluding the impact of the divestitures, depreciation
and amortization increased $11 million due to the growth
in the number of Full-line and Specialty stores in opera-
tion.  For the 26 week period, retail depreciation and
amortization expense decreased $6 million due to the
HomeLife and Western Auto divestitures.

Services

Services revenues, which are generated by the Home
Services and Sears Direct businesses, were up 1.3%
in the second quarter of 1999 versus the comparable
1998 period.  For the second quarter of 1999 both Home
Services and Sears Direct showed revenue increases.

               SEARS, ROEBUCK AND CO.

 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY FOR THE
 13 AND 26 WEEKS ENDED JULY 3, 1999 AND JULY 4, 1998


Services gross margin as a percentage of Services
revenues for the second quarter of 1999 declined
20 basis points and Services selling and administra-
tive expense as a percentage of Services revenues
increased 10 basis points in the second quarter of
1999 over the comparable 1998 period.  For the 26
week period, Services gross margin rate remained
flat and the selling and administrative expense rate
increased 60 basis points.

Services depreciation and amortization increased
5.1% in the second quarter of 1999 from the
comparable 1998 period.  The increase reflects
continued growth of the Services businesses.


Credit

Domestic Credit revenues decreased 13.4% to $1.0
billion and 10.0% to $2.0 billion, respectively,
for the 13 and 26 weeks ended July 3, 1999 from the
comparable prior year periods.  The decline in Credit
revenues was primarily attributable to a lower level
of owned credit card receivables and reduced late fees.
A summary of Credit information (for the managed port-
folio) is as follows:

<TABLE>
                            13 Weeks Ended            26 Weeks Ended
                            July 3,  July 4,          July 3,  July 4,
                            1999     1998             1999      1998
                          <C>        <C>              <C>      <C>
Sears Card as a % of sales  47.7%     52.3%           47.9%     52.7%

Average account balance (1)
(as of July 3, 1999 and
  July 4, 1998)            $1,182    $1,086          $1,182    $1,086

Average managed credit
  card receivables
  (millions)              $26,469   $27,808         $27,039   $28,151
</TABLE>

(1) As of July 3, 1999, all accounts have been converted
to the new credit account processing 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 July 4, 1998 average
account balance.

The percentage of merchandise sales and services
transacted with the Sears Card in the second quarter
of 1999 declined to 47.7% compared to 52.3% a year ago
due to greater preference for the use of cash, checks
and third party credit cards.  The payment rate during
the second quarter of 1999 was also higher than in the
comparable prior year quarter, contributing to the
decrease in average managed receivables.

Credit selling and administrative expense as a
percentage of Credit revenues increased 320 basis
points in the second quarter of 1999 and 310 basis
points for the 26 week period from the comparable 1998
periods.  The increase was primarily due to increased
investment in collection efforts and system expenses.
Increased information system costs are primarily related
to the conversion to the TSYS account processing system,
which now tracks the activity and completes the
processing of transactions related to the managed
credit card portfolio.  This system conversion was
completed during the second quarter of 1999.  The
benefits from increased spending on collections
are reflected in the provision for uncollectible
accounts as charge-offs show favorable trends, even
though the new TSYS account processing system
generally charges off accounts sooner than the
previously used proprietary credit system.


             SEARS, ROEBUCK AND CO.

 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY FOR THE
 13 AND 26 WEEKS ENDED JULY 3, 1999 AND JULY 4, 1998


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

<TABLE>
<S>

                    13 Weeks Ended             26 Weeks Ended
(millions)          July 3, July 4,            July 3,  July 4,
                    1999     1998              1999     1998

                  <C>      <C>              <C>        <C>
Provision for
  uncollectible
  accounts          $206     $348              $490     $735

Net credit
  charge-offs as
  a percentage of
  average managed
  credit card
  receivables(1)   7.11%    7.37%             7.08%    7.74%

                             July 3,        April 3,    Jan. 2,
                             1999           1999        1999

Domestic managed credit
  card receivables -
  delinquency rate (2)      7.29%             8.07%    9.28%

Allowance for
   uncollectible accounts    $850              $932     $942

Allowance % of domestic
  owned credit card
  receivables                5.27%            5.72%    5.44%
</TABLE>

(1)The 1999 net charge-off rate includes all of the
accounts in the domestic portfolio.  Twelve percent
of the accounts were converted to the new TSYS account
processing system in October 1998, 38% were converted in
March 1999, and 50% were converted in April 1999.  Balances
are generally charged-off earlier under the TSYS system
than under the proprietary system.

(2)The July 3, 1999 delinquency rate reflects 100% of
the domestic managed credit card receivable balances.
At April 3, 1999 and January 2, 1999, there were 50% and
12%, respectively, of the managed credit card accounts
on the TSYS system and the delinquency rates at these dates
reflect only those portions of the portfolio.  Delinquency
rates calculated on the Company's pre-TSYS proprietary system
are not comparable to delinquencies calculated on the TSYS
system due to differences in calculation methodology.

The domestic provision for uncollectible accounts
decreased 40.8% to $206 million and 33.3% to $490 million
for the 13 and 26 weeks ended July 3, 1999, respectively,
from the comparable prior year periods.  The decrease
was attributable to lower owned credit card receivable
balances, and favorable trends in delinquency rates and
charge-offs.  Assuming continuing favorable trends in
delinquency and charge-off rates, the Company anticipates
that the required allowance for uncollectible accounts
will be lower in the second half of 1999 and that the 1999
year end ratio of the allowance as a percentage of domestic
owned credit card receivables will also be lower.

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:

<TABLE>
<S>
                    13 Weeks Ended                26 Weeks Ended
(millions)         July 3, July 4,               July 3,   July 4,
                    1999   1998                  1999      1998
                  <C>      <C>                  <C>       <C>
Consolidated
  interest
  expense(1)        $313    $361                 $647      $737
Funding cost on
  securitized
  receivables        106     107                  212       213
Total funding
  costs             $419    $468                 $859      $950
</TABLE>

(1) Credit segment interest expense was $273 and $319
for the second quarter of 1999 and 1998, respectively,
and $562 and $647 for the 26 weeks ended July 3, 1999
and July 4, 1998, respectively.


       SEARS, ROEBUCK AND CO.

 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY FOR THE
 13 AND 26 WEEKS ENDED JULY 3, 1999 AND JULY 4, 1998


Consolidated interest expense decreased in the second
quarter of 1999 compared to the second quarter of 1998
due to lower on-book debt levels caused by a decrease
in owned credit card receivables and retained interest
assets.  Interest expense also benefited from a lower
funding rate in the second 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 $10 million in the second
quarter of 1999 and $23 million for the first 26 weeks
of 1999 compared to similar periods in 1998.
The increase was primarily attributable to higher
e-commerce costs and additional spending on information
systems projects.  The information systems costs for 1999
are 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 second quarter of 1999
increased 9.4% from the same period a year ago.
Sears Canada enjoyed strong retail and catalog sales
performance.  For the 26 week period, International revenues
increased 7.2%.

International gross margin as a percentage of
International merchandise and services revenues increased
180 basis points in the second quarter of 1999 from the
comparable prior year quarter, reflecting a shift in
balance of sale to higher margin apparel merchandise and
savings realized from merchandise sourcing initiatives.
For the 26 week period, International gross margin increased
120 basis points.

International selling and administrative expense as a
percentage of total International revenues increased
110 basis points in the second quarter of 1999 from the
second quarter of 1998.  The increase was primarily due
to higher employee-related costs.  For the 26 week period,
the International selling and administrative expense rate
increased 20 basis points.

Financial Condition

The consolidated owned net credit card receivables
balances of $16.77 billion, $17.16 billion and $17.97
billion as of July 3, 1999, July 4, 1998 and
January 2, 1999, respectively, exclude credit card
receivables transferred to a securitization Master
Trust as follows:
<TABLE>
<S>
(millions)              July 3,     July 4,       January 2,
                        1999         1998          1999
                     <C>           <C>           <C>
Domestic
  Managed credit card
    receivables         $26,103     $27,725       $28,251
  Securitized balances
    sold                 (6,381)     (6,667)       (6,626)
  Retained interest in
    transferred credit
    card receivables     (3,600)     (4,302)       (4,294)
  Other customer
    receivables             104         202           112
Domestic owned credit
  card receivables       16,226      16,958        17,443
International credit
  card receivables        1,430       1,339         1,503
Consolidated credit
  card receivables      $17,656     $18,297       $18,946
  Less: Allowance for
    uncollectible
    accounts                885       1,137           974
  Credit card
    receivables, net    $16,771     $17,160       $17,972
</TABLE>


        SEARS, ROEBUCK AND CO.

 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY FOR THE
 13 AND 26 WEEKS ENDED JULY 3, 1999 AND JULY 4, 1998


Consolidated credit card receivables (before allowance for
uncollectible accounts) decreased $641 million when
comparing the second quarter of 1999 with the second
quarter of 1998.  The decrease is primarily due to a
decrease in managed receivables. Managed credit card
receivables decreased from second quarter 1998 primarily
due to declining market share of sales on the Sears Card
and faster payment rates.  Compared to 1998 year-end,
consolidated credit card receivables (before allowance
for uncollectible accounts) decreased $1.29 billion due
to the normal seasonal nature of the retail industry as
well as the aforementioned declining market share.

As of July 3, 1999, consolidated merchandise inventories
on the first-in, first-out (FIFO) basis were $5.69
billion, compared with $5.88 billion at July 4, 1998
and $5.50 billion at January 2, 1999.  The decrease in
inventory levels from the second quarter of 1998 reflects
the dispositions of the Western Auto and HomeLife businesses.
The increase in inventory from January 2, 1999 reflects the
normal seasonal build-up of inventory, partially offset by
the sale of HomeLife.

Total property and equipment, net of accumulated
depreciation, was $6.33 billion at July 3, 1999
compared with $6.50 billion a year earlier. The
decrease reflects the dispositions of Western Auto
and HomeLife, partially offset by the net addition of
13 Full-line stores and 97 Specialty stores, as well as
remodeling activity within the Full-line stores.

Total funding for the Company at July 3, 1999 was
$24.85 billion compared with $26.38 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>

                          July 3,       July 4,          January 2,
(millions)                1999          1998              1999

                        <C>           <C>              <C>
Short-term borrowings     $ 3,814      $ 3,588           $ 4,624
Long-term debt and
  capitalized lease
  obligations              14,654       16,122            15,045
Securitized balances
  sold                      6,381        6,667             6,626
  Total funding           $24,849      $26,377           $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.

      SEARS, ROEBUCK AND CO.

 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY FOR THE
 13 AND 26 WEEKS ENDED JULY 3, 1999 AND JULY 4, 1998

Year 2000

This description updates 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 previously reported, the Company has completed an
inventory and assessment of its mission critical (vital
to business operations) information systems.  As of July 9,
1999, approximately 97% of the Company's mission critical
systems have either been remediated or assessed as not
containing a Year 2000 compliance issue.  The Company
expects to complete remediation and testing of the mission
critical systems by September 1999. The Company has
modified its certification program (final testing and
validation) to require certification of mission critical
and retired systems only.  This certification process has
begun, and the Company expects to complete it by November
1999.  To assist in completing certification, the Company
has issued a moratorium on deploying any changes into its
systems production environment from July 1, 1999 through
April 1, 2000 (subject to business critical changes) that
are not related to the Year 2000 compliance project.
A formal process has been developed for managing business
critical changes implemented during the moratorium,
including a retesting and recertification process where
necessary.

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 had rated 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). The Company has performed site visits of
all of its first tier vendors (50% of merchandise
sales), and has performed follow-up site visits on
certain first tier vendors that had been rated yellow
or red.  In addition, the Company has performed site
visits on 32 second tier vendors (approximately 6% of
merchandise sales), including all those that had been
rated red or that were among the higher volume second
tier vendors with yellow or green ratings.  The Company
has completed telephone conferences with all second tier
vendors.

The Company now rates its vendors as either green or
red.  The green category consists of vendors that have
represented to the Company that they were compliant,
including the development of contingency plans, subject
to the possible failure of the vendor's third party
providers.  The green category also includes vendors
in the third tier that reported that they would be
compliant by August 1, 1999.  The Company recently
requested from all such third tier vendors confirmation
that they met their projected compliance dates.  All
other vendors are rated in the red category.  As of
August 2, 1999, three first tier vendors (approximately
5% of merchandise sales), five second tier vendors
(approximately 1% of merchandise sales) and 197 third
tier vendors (approximately 2% of merchandise sales)
were rated in the red category.  The Company continues
to monitor vendors rated in the red category, including
reviewing follow-up progress reports, reviewing vendors'
filings with the Securities and Exchange Commission
(first and second tier only) and conducting electronic
data interchange testing.  The Company also plans
additional site visits to selected vendors rated in
the red category.

            SEARS, ROEBUCK AND CO.

 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY FOR THE
 13 AND 26 WEEKS ENDED JULY 3, 1999 AND JULY 4, 1998


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.  These
plans will be based on existing emergency response
plans, business continuity plans and the results of
the Year 2000 compliance project.  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 finalize
its contingency plans by October 1999.  In addition,
the Company anticipates completing in the fourth quarter
of 1999 the development and rehearsing of its century
rollover event management procedures.


Risks

The Company previously identified as a risk the failure
to timely implement its new payroll processing system.
The Company has now completed implementation of that
system and no longer regards that system as a risk factor.

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; 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 either 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 effect 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 $67 million,
of which the Company (including Sears Canada) has
incurred approximately $47 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 $72 million.
The Company funds Year 2000 costs with cash flows from
operations.



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, delinquency and charge-off trends in the credit
card receivables portfolio, 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.

SEARS, ROEBUCK AND CO.

PART II.  OTHER INFORMATION


Item 1.	Legal Proceedings


As previously reported, 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 was approved by the United
States District Court, Northern District of Illinois
by an order dated July 21, 1999.  A related lawsuit in
Washington was dismissed by an order dated July 23, 1999
and a related lawsuit in Illinois was dismissed by an order
dated July 29, 1999.

Other than the above, 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.

   SEARS, ROEBUCK AND CO.

  PART II.  OTHER INFORMATION

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

On May 13, 1999, the Company held its annual meeting of
shareholders at the Apparel Mart in Atlanta, Georgia.

Brenda C. Barnes, Michael A. Miles and Dorothy A. Terrell
were elected to Class B of the Board of Directors for three
year terms expiring at the 2002 annual meeting of
shareholders.  The shareholders approved the recommendation
of the Audit Committee that Deloitte & Touche LLP be appointed
auditors for 1999.  Shareholder proposals regarding the
classified Board of Directors, vendor standards and CERES
Principles were voted on and defeated.  The votes on these
matters were as follows:


1. Election of Directors.


Name                       For              Withheld

Brenda C. Barnes       326,759,302           4,563,779
Michael A. Miles       326,483,124           4,839,957
Dorothy A. Terrell     326,731,955           4,591,126


2. Appointment of Deloitte & Touche LLP as auditors for 1999.


For                     Against             Abstain
327,410,234             2,176,991           1,735,856

3. Shareholder proposal regarding the classified Board of Directors.

For            Against         Abstain     Broker Non-Votes

136,585,219    141,702,877     5,891,624   47,143,361


4. Shareholder proposal regarding vendor standards.

For             Against          Abstain   Broker Non-Votes
22,149,356     242,416,684    19,626,908   47,130,133

5. Shareholder proposal regarding CERES Principles.

For             Against          Abstain   Broker Non-Votes
27,652,959     237,742,021    18,797,965   47,130,136



            SEARS, ROEBUCK AND CO.
            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.

A Current Report on Form 8-K was filed by the
Registrant on April 23, 1999 to report, under Item 5,
that the Registrant issued a press release to report
its first quarter earnings and that representatives
of the Registrant intended to meet with analysts and
investors in England and to file, under Item 7, a copy
of such press release and certain materials presented
at such meetings.

A Current Report on Form 8-K was filed by the Registrant
on June 29, 1999 to report, under Item 5, that the
Registrant issued a press release to report its progress
with respect to certain strategic business initiatives
and to file, under Item 7, a copy of such press release.

           SEARS, ROEBUCK AND CO.

                  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 6, 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 AND 26 WEEKS ENDED JULY 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.  Form of Non-Compete/Change of Control
Agreement between Sears and certain of its officers.

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

12(b).  Computation of ratio of income to combined
fixed charges and preferred share dividends for Sears
and consolidated subsidiaries (incorporated by reference
to Exhibit 12.(b) to Registrant's Annual Report on
Form 10-K for the fiscal year ended January 2, 1999).

15.  Acknowledgement of awareness from Deloitte & Touche
LLP, dated August 2, 1999, concerning unaudited interim
financial information.

27.  Financial Data Schedule.