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 JUNE 28, 1997

				    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, 1997 the Registrant had 391,608,464 common shares, $.75 
par value, outstanding.

								
								
				  
<PAGE>




			    Sears, Roebuck and Co.
		  Index to Quarterly Report on Form 10-Q
			       June 28, 1997

			       

									  Page
Part I  -  Financial Information.                               
	
   Item 1. Financial Statements.
   
	   Condensed Consolidated Statements of Income (unaudited) -   
	   Three and Six Months Ended June 28, 1997 and June 29, 1996.     1
	    
	   Condensed Consolidated Balance Sheets - 
	   June 28, 1997 (unaudited), June 29, 1996 (unaudited)
	   and December 28, 1996.                                          2

	   Condensed Consolidated Statements of Cash Flows (unaudited) - 
	   Six Months Ended June 28, 1997 and June 29, 1996.               3
    
	   Notes to Condensed Consolidated Financial Statements
	   (unaudited).                                                    4

	   Independent Certified Public Accountants' Review Report.        7

   Item 2. Management's Discussion and Analysis of
	   Financial Condition and Results of Operations.                  8



Part II -  Other Information.
   
   Item 1. Legal Proceedings.                                              15
   
   Item 4. Submission of Matters to a Vote of Security-Holders             16

   Item 6. Exhibits and Reports on Form 8-K.                               17


<PAGE>


				    -1-

<TABLE>

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




<CAPTION>
                                    					       Three Months Ended           Six Months Ended
                                     					     June 28,      June 29,     June 28,       June 29, 
(millions, except per common share data)       1997          1996         1997           1996     
<S>                                         <C>           <C>          <C>            <C>

Revenues                                                        
  Merchandise sales and services             $  8,563      $  8,056     $ 16,122       $ 14,964
  Credit revenues                               1,168         1,076        2,371          2,163
    Total revenues                              9,731         9,132       18,493         17,127

Costs and expenses                                                      
  Cost of sales, buying and occupancy           6,272         5,946       11,977         11,195
  Selling and administrative                    2,006         1,976        3,890          3,726 
  Depreciation and amortization                   201           171          383            329
  Provision for uncollectible accounts            315           270          597            508
  Interest                                        341           333          693            687
  Reaffirmation charges  (note 7)                 475           --           475            --
    Total costs and expenses                    9,610         8,696       18,015         16,445

Operating income                                  121           436          478            682
Other income, net                                 139            23          129             27

Income before income taxes                        260           459          607            709 

Income taxes                                      143           185          308            284  

Net income                                   $    117      $    274     $    299       $    425

Net income (loss) consists of:                                                  
  Domestic operations                        $    113      $    288     $    340       $    453
  International operations                          4           (14)         (41)           (28)

Net income                                   $    117      $    274     $    299       $    425

Earnings per common share, after                                                         
 allowing for dividends on preferred shares  $   0.29      $   0.67     $   0.75       $   1.03

Cash dividends declared per common share     $   0.23      $   0.23     $   0.46       $   0.46  
				      
Average common and common                                                        
 equivalent shares outstanding                  397.7         400.1        398.1          399.8

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

							
<PAGE>
							



				    -2-

<TABLE>

			    SEARS, ROEBUCK AND CO.
		   CONDENSED CONSOLIDATED BALANCE SHEETS
			    
<CAPTION>
                                        						    (Unaudited)
                                   					   June 28,           June 29,          Dec. 28, 
(millions)                                   1997               1996             1996    
<S>                                       <C>                <C>              <C>
Assets                                  
 Current assets                     
  Cash and invested cash                   $    247           $    514          $    660 
  Credit card receivables                    21,425             19,896            21,563 
  Other receivables                             264                358               335 
  Merchandise inventories                     4,954              4,441             4,646 
  Prepaid expenses and deferred charges         398                419               348 
  Deferred income taxes                         991                904               895
   Total current assets                      28,279             26,532            28,447

Property and equipment                                       
 Land                                           456                371               445 
 Buildings and improvements                   5,075              4,616             5,080 
 Furniture, fixtures and equipment            4,544              4,038             4,279
 Capitalized leases                             451                335               433
                                   					     10,526              9,360            10,237

 Less accumulated depreciation                4,637              4,081             4,359
  Total property and equipment, net           5,889              5,279             5,878
 Deferred income taxes                          893                840               905
 Other assets                                   955                758               937
  Total assets                             $ 36,016           $ 33,409          $ 36,167

Liabilities                                     
 Current liabilities                                  
  Short-term borrowings                    $  3,334           $  4,252          $  3,533 
  Current portion of long-term debt and 
   capitalized leases obligations             2,383              2,054             2,737 
  Accounts payable and other liabilities      7,520              6,220             7,840 
  Unearned revenues                             888                940               840  
    Total current liabilities                14,125             13,466            14,950 

 Long-term debt and capitalized leases       12,661             11,212            12,170 
 Postretirement benefits                      2,700              2,808             2,748 
 Minority interest and other liabilities      1,392              1,287             1,354
   Total liabilities                         30,878             28,773            31,222 


Commitments and Contingent Liabilities (note 7)                                         


Shareholders' Equity                                    
  8.88% Preferred Shares, First Series 
   (note 3)                                      -                 325                - 
  Common shares                                 323                323               323 
  Capital in excess of par value              3,600              3,624             3,618 
  Retained income (note 2)                    3,449              2,674             3,330 
  Treasury stock - at cost                   (1,657)            (1,619)           (1,655) 
  Minimum pension liability                    (277)              (285)             (277) 
  Deferred ESOP expense                        (220)              (239)             (230) 
  Cumulative translation adjustments            (80)              (167)             (164)
    Total shareholders' equity                5,138              4,636             4,945  

    Total liabilities and shareholders' 
     equity                                $ 36,016           $ 33,409          $ 36,167  

    Total common shares outstanding           391.6              392.1             391.4 

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





<PAGE>
				    -3-

<TABLE>

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

<CAPTION>
		                                                     						 Six Months Ended
                                                 							     June 28,        June 29, 
(millions)                                                     1997            1996      
<S>                                                         <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                    

Net income                                                   $   299         $   425
Adjustments to reconcile net income to net cash                         
 provided by (used in) operating activities:                   
   Depreciation, amortization and other noncash items            506             434 
   Reaffirmation charges                                         475              - 
   Provision for uncollectible accounts                          597             508 
   Gain on sales of property and investments                    (118)            (27) 
   Change in (net of acquisitions):                                             
     Deferred income taxes                                       (82)             26 
     Credit card receivables                                    (711)           (347) 
     Merchandise inventories                                    (371)           (406) 
     Other operating assets                                      (80)            (35) 
     Other operating liabilities                                (634)           (351) 
      Net cash (used in) provided by operating activities       (119)            227 


CASH FLOWS FROM INVESTING ACTIVITIES:                   

Acquisition of businesses, net of cash acquired                 (115)             - 
Net proceeds from sales of businesses                            379              - 
Proceeds from sales of property and investments                    9              45         
Purchases of property and equipment, net                        (461)           (550) 
   Net cash used in investing activities                        (188)           (505) 


CASH FLOWS FROM FINANCING ACTIVITIES:                   

Proceeds from long-term debt                                   1,544           1,952 
Repayments of long-term debt                                  (1,427)           (502) 
Decrease in short-term borrowings, primarily 
 90 days or less                                                 (40)         (1,098) 
Repayments of ESOP note receivable                                16              21 
Common shares purchased for employee stock plans                 (77)            (92) 
Common shares issued for employee stock plans                     57             100 
Dividends paid to shareholders                                  (178)           (195) 
   Net cash (used in) provided by financing activities          (105)            186 
								   
Effect of exchange rate changes on cash and invested cash         (1)             -  

Net decrease in cash and invested cash                          (413)            (92)  

Cash and invested cash at beginning of year                      660             606 

Cash and invested cash at end of period                      $   247         $   514 


<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 June 28, 1997 and 
   June 29, 1996 and the related Condensed Consolidated Statements of 
   Income for the three and six months then ended and Condensed Consolidated 
   Statements of Cash Flows for the six months then ended are unaudited.  
   The interim financial statements reflect all adjustments (consisting of 
   normal recurring accruals except as described in note 7) 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. 1996 
   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.
   


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 consolidated unencumbered assets, as defined, to fall
   below 150% of its consolidated liabilities, as defined.  At June 28, 1997
   approximately $2.4 billion could be paid in dividends to shareholders under
   the most restrictive indentures.  
    
     On March 13, 1996, the Board of Directors approved a common share
   repurchase program for the purpose of acquiring shares for distribution 
   under employee stock-based incentive plans.  The Company plans on acquiring
   up to ten million Sears common shares on the open market.  Through June 28,
   1997 5.0 million common shares had been acquired under the repurchase 
   program.


  
3. Earnings Per Common Share
   
     Earnings per common share is computed based on the weighted average 
   number of common and common equivalent shares (dilutive stock options) 
   outstanding.  In 1996, earnings per common share included an adjustment 
   for dividends of $7 million and $15 million for the three- and six-month 
   periods ended June 29, 1996, on the 8.88% Preferred Shares.  The Company 
   redeemed all the 8.88% Preferred Shares on November 12, 1996 at a 
   redemption price of $25 per depository share plus accrued dividends.

     In February 1997, the Financial Accounting Standards Board issued 
   Statement of Financial Accounting Standard (SFAS) No. 128, "Earnings per 
   Share."  The statement is effective for financial statements for periods 
   ending after Dec. 15, 1997, and changes the method in which earnings per 
   share will be determined.  Adoption of this statement by the Company will
   not have a material impact on earnings per share. 



4. Accounting Change
   
     The Company adopted Statement of Financial Accounting Standard (SFAS) 
   No. 125, "Accounting for Transfers and Servicing of Financial Assets and 
   Extinguishments of Liabilities", effective January 1, 1997.  This statement
   provides consistent guidance for distinguishing transfers of financial 
   assets (securitizations) that are sales from transfers that are secured
   borrowings. SFAS No. 125 requires the Company to recognize gains on 
   securitizations which qualify as sales.  The statement also indicates that 
   an allowance for uncollectible accounts should not be maintained for 
   receivables which are sold (securitized). The effect of this accounting 
   change was to increase net income by $35 million and $74 million for the 
   three- and six-month periods ended June 28, 1997, respectively.      







<PAGE>


				    -5-



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





5. Acquisition of Businesses
   
     During the first quarter of 1997, the Company acquired all the 
   outstanding stock of All America Termite and Pest Control, Inc. 
   ("All America") and Florida Builder Appliances.  All America is a termite 
   and pest control business and Florida Builder Appliances is a supplier of 
   appliances to residential construction and remodeling contractors in the 
   Florida market. Additionally in the quarter, the Company acquired the 
   remaining 35% of the outstanding shares it did not already own of MaxServ,
   Inc.  These acquisitions were recorded using the purchase method of 
   accounting.  The results of operations from these acquired companies are 
   not material to the Company's consolidated results of operations.
   


6. Disposition of Businesses
     
     In April 1997, the Company completed the sale of 60 percent of the 
   outstanding shares of Sears, Roebuck de Mexico, S.A. de C.V. 
   ("Sears Mexico") to Grupo Carso S.A. de C.V. for cash proceeds of $103 
   million.  The sale was recorded in the first quarter resulting in a pretax
   loss of $21 million in other income and tax expense of $15 million for an 
   after-tax loss of $36 million, or $0.09 per share.  The transaction reduced
   the Company's ownership in Sears Mexico to 15.5 percent.

     In June 1997, the Company sold its 30 percent equity interest in Advantis,
   a joint venture between IBM and the Company, to IBM for $450 million.  
   After contractually required distributions to third parties, the transaction
   resulted in cash proceeds of $276 million, a pretax gain of $150 million 
   reflected in other income and an after-tax gain of $91 million, or $0.23 per
   share.
 


7. Legal Proceedings

     On June 3, 1997, the Company entered into a settlement of the consolidated
   class action lawsuits filed in the United States Bankruptcy and District 
   Courts for the District of Massachusetts by certain current and former 
   credit card holders of the Company who had declared personal bankruptcy 
   (the "Settlement").  These lawsuits alleged that the Company had violated 
   the United States Bankruptcy Code and consumer protection laws in various
   states through activities related to certain debt reaffirmation agreements.
   During the second quarter of 1997, the Company also reached an agreement 
   in principle with Attorneys General in all fifty states and signed a 
   consent decree with the Federal Trade Commission relating to these matters.
   A civil and criminal investigation of these matters is ongoing.

     The terms of the Settlement, which must still be jointly approved by the
   United States Bankruptcy and District Courts for the District of 
   Massachusetts, require, among other things, the Company to pay the debtors
   the amounts collected pursuant to reaffirmation agreements that were not 
   filed with the bankruptcy courts, including finance charges, plus 10% 
   interest, and to undergo a review of its credit bankruptcy reaffirmation
   procedures.  In addition, outstanding balances relating to unfiled debt 
   reaffirmation agreements will be written off.  The Company will also 
   establish a $25 million fund to be distributed to the debtors participating
   in the Settlement.  A joint fairness hearing on the Settlement has been set
   for October 28, 1997.  The agreement in principle reached with the States'
   Attorneys General requires, among other things, the Company to establish 
   funds aggregating $40 million to be shared among the states and used in 
   part for consumer education.

     The Company recorded a pretax charge of $475 million ($320 million on an
   after-tax basis) in the second quarter for the estimated cost of the matters
   referred to above, including other related expenses.  This estimate is based
   on management's assumptions as to the ultimate outcome of future events and
   uncertainties.  Actual results could differ from this estimate and there can
   be no assurance that additional costs will not be incurred.





<PAGE>


				    -6-





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


				 


   On May 14, 1997 and June 11, 1997, several stockholders filed actions on
behalf of the Company against its directors and certain of its officers in 
the Supreme Court of the State of New York for the Counties of New York and 
Westchester, alleging breach of fiduciary duty for failing to prevent the 
improper handling of certain of the Company's debt reaffirmation agreements.
The complaints seek unspecified damages and attorneys' fees and expenses.  
The plaintiffs have agreed to consolidate their complaints and to file an 
amended and consolidated complaint in the Supreme Court of the State of New 
York for the County of New York.  The Company intends to vigorously defend 
these allegations.

   On June 23, 1997, several stockholders of the Company, purporting to 
represent a class, filed a consolidated and amended complaint against the 
Company and one of its officers in the United States District Court for the 
Northern District of Illinois, alleging violations of the Securities Exchange
Act of 1934 for failure to disclose the bankruptcy collection practices 
described above in periodic filings with the Securities and Exchange 
Commission prior to April 10, 1997.  The complaint seeks unspecified damages 
and attorneys' fees and expenses.  The Company has filed a motion to dismiss 
this case. 

   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.
			    
	   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 June 28, 1997 and June 29, 1996, and the related 
Condensed Consolidated Statements of Income for the three- and six-month 
periods ended June 28, 1997 and June 29, 1996, and the Condensed Consolidated 
Statements of Cash Flows for the six-month periods ended June 28, 1997 and
June 29, 1996.  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 
December 28, 1996, 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 10, 1997, 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 December 28, 1996, is fairly stated, in all material 
respects, in relation to the Consolidated Balance Sheet from which it has been
derived.



/S/Deloitte & Touche LLP
Deloitte & Touche LLP
 
Chicago, Illinois
July 24, 1997





<PAGE>

				    -8- 





		      ITEM 2. - SEARS, ROEBUCK AND CO.
	   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		    CONDITION AND RESULTS OF OPERATIONS
    THREE- AND SIX-MONTH PERIODS ENDED JUNE 28, 1997 AND JUNE 29, 1996


    
Operating Results

   Operating results for the Company are reported for two business segments: 
domestic operations and international operations.  The domestic operations 
segment includes the Company's operations in the United States and Puerto Rico.
Domestic operations include Retail Stores (comprised of Full-line Stores, Home
Stores and Auto Stores), Home Services, Direct Response Marketing and Credit. 
Credit includes the results of the Company's portfolio of receivables which 
arise from extending domestic customers credit to pay for purchases of 
merchandise and services.  International operations consist of similar 
merchandising and service operations conducted in Canada through Sears Canada
Inc., a consolidated, 55.0% owned subsidiary ("Sears Canada") and Sears, 
Roebuck de Mexico, S.A. de C.V. ("Sears Mexico"), a 75.5% owned subsidiary 
until March 29, 1997.  As of March 29, 1997 Sears Mexico is no longer 
included in the consolidated balance sheet as the Company completed the sale 
of its controlling interest in Sears Mexico to Grupo Carso, S.A. de C.V.

   For the three-months ended June 28, 1997 net income was $117 million, or 
$0.29 per common share.  Results for the quarter were affected by three 
significant items which together reduced net income by $194 million, or $0.49 
per common share.  These items include reaffirmation charges, the gain on the 
sale of Advantis and the positive impact of the accounting change for SFAS No.
125.  Excluding these items, net income would have been $311 million, or $0.78
per common share as compared to $274 million, or $0.67 per common share in the
second quarter of 1996.  For the six-months ended June 28, 1997 net income was
$299 million, or $0.75 per common share.  Excluding the impact of significant 
noncomparable items, net income would have been $490 million, or $1.23 per
common share as compared to $425 million, or $1.03 per common share in the 
first half of 1996.

Impact of noncomparable items is summarized as follows:



                                  					2nd Quarter            Six Months  
(millions, except per common share)    $         EPS          $         EPS 
  
1997 Reported Net Income             $ 117     $ 0.29        $ 299     $ 0.75
							     
Less Noncomparable Items:
  Reaffirmation Charges               (320)     (0.80)        (320)     (0.80)
  Sale of Advantis                      91       0.23           91       0.23
  SFAS No. 125 Acctng. Change           35       0.08           74       0.18 
  Sale of Sears Mexico                  --         --          (36)     (0.09)
                            				      (194)     (0.49)        (191)     (0.48)

  1997 Net Income Before   
    Noncomparable Items              $ 311     $ 0.78        $ 490     $ 1.23

  1996 Net Income                    $ 274     $ 0.67        $ 425     $ 1.03
									


   The Company's consolidated effective tax rate in the second quarter of 1997
was 55.0% as compared to 40.2% in the prior year period.  The increase was 
primarily related to certain components of the reaffirmation charges which 
provide no tax benefit.  Excluding the impact of the reaffirmation charges, 
the Company's consolidated effective tax rate would have been 40.5% in the 
second quarter of 1997.  For the six-months ended June 28, 1997 the 
consolidated effective tax rate was 50.7% versus 40.0% in the first half of
1996.  The increase was due to the previously mentioned impact of the
reaffirmation charges and the tax expense from the first quarter sale of Sears
Mexico. Excluding these significant items, the consolidated effective tax rate
would have been 40.7% for the first half of 1997. 




<PAGE>


				    -9- 





		      ITEM 2. - SEARS, ROEBUCK AND CO.
	   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		    CONDITION AND RESULTS OF OPERATIONS
    THREE- AND SIX-MONTH PERIODS ENDED JUNE 28, 1997 AND JUNE 29, 1996

	      
	

   Revenues increased 6.6% to $9.7 billion and 8.0% to $18.5 billion for the 
three- and six-month periods ended June 28, 1997, respectively, from the 
comparable 1996 period. 

<TABLE>
<CAPTION>

Revenues                                  Three Months Ended               Six Months Ended
                                   					 June 28,    June 29,              June 28,    June 29,
(millions, except number of stores)       1997        1996     Change      1997        1996    Change 
<S>                                     <C>         <C>       <C>       <C>         <C>       <C>
Domestic operations:                                            
  Full-line Stores                       $  5,227    $  5,082    2.9%    $  9,811    $  9,380    4.6% 
  Off-the-mall stores                       1,823       1,539   18.5        3,461       2,905   19.1  
  Service and other revenues                  789         738    6.8        1,445       1,362    6.0  
  Merchandise sales and services            7,839       7,359    6.5       14,717      13,647    7.8
  Credit revenues                           1,106         996   11.0        2,227       1,995   11.6
Total domestic operations                   8,945       8,355    7.1       16,944      15,642    8.3
International operations                      786         777    1.3        1,549       1,485    4.3
  Total revenues                         $  9,731    $  9,132    6.6%    $ 18,493    $ 17,127    8.0% 

Domestic comparable store sales increase     2.3%        9.4%                2.5%        7.1%    

Number of domestic Full-line Stores                                           824         808 
Number of domestic off-the-mall stores                                      2,607       2,308
  Total                                                                     3,431       3,116    

						
</TABLE>
						


  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 second quarter and the 
first half of 1997 which is not necessarily indicative of performance for the 
balance of the year. 





<PAGE>






				    -10-





		      ITEM 2. - SEARS, ROEBUCK AND CO.
	   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		    CONDITION AND RESULTS OF OPERATIONS
    THREE- AND SIX-MONTH PERIODS ENDED JUNE 28, 1997 AND JUNE 29, 1996



    
Domestic Operations

  For the second quarter, the Company posted a 2.3% comparable store sales 
increase which came on top of a 9.4% comparable store sales increase in 1996.

  Full-line Stores revenues increased 2.9% over second quarter 1996.

     Apparel revenues gained 5.1% during the second quarter reflecting the 
     positive response to Full-line Store renovations, broader assortments 
     and quality brands.  Women's ready to wear, especially sportswear, as 
     well as footwear and fine jewelry posted strong sales increases and 
     achieved comparable store sales gains in the low teen range. 

     Hardlines revenues, comprised of Home Electronics, Home Appliances, and 
     Home Improvement merchandise sales, increased 2.2% for the second quarter
     with strong gains in Home Electronics partially offset by decreased Home
     Improvement sales.  Hardlines comparable store sales were flat with second
     quarter 1996.

  For the six-month period, Full-line store sales grew 4.6% over 1996 as 
Apparel achieved a 10.3% increase and Hardlines gained 1.9%.

  Off-the-mall store revenues made up of Home Stores and Auto Stores, 
increased 18.5% for the second quarter, which came on top of a 17.2% gain in 
1996.

     Home Stores revenues significantly increased over 1996 primarily 
     resulting from sales by the newly acquired Orchard Supply Hardware 
     Stores.  Hardware and Sears Dealer stores had substantial revenue 
     increases from a year ago benefiting from 246 net new store openings and
     also achieved comparable store sales increases in the mid-single digits.
     HomeLife furniture stores revenues increased by mid-single digits, but
     comparable stores sales fell slightly from 1996. 
    
    .Auto Stores, consisting of the Sears Tire Group and Parts Group, 
     experienced revenue declines in the low single digits from the same 
     period a year ago as comparable store sales were down from prior year.  
     During the first quarter Sears Tire Group announced plans to convert its
     Tire America and NTW stores into a single format, "National Tire and 
     Battery" (NTB) as part of the continued expansion of automotive off-the-
     mall concepts.

  Off-the-mall store revenues increased 19.1% for the six-month period as 
compared to 1996 and benefited largely from the expansion of the Home Stores.

  Service and other revenues, which are generated primarily by the Home 
Services and Direct Response Marketing businesses, were up 6.8% in the second
quarter and 6.0% in the first six months of 1997 versus the 1996 comparable 
period.  The increase was primarily due to strong revenue gains by Home 
Services on improved service contract revenue for product repair and 
installed home improvement sales.

  The domestic credit card receivables portfolio contributes significantly 
to domestic operations' profitability.  The key components that determine 
profitability of the portfolio (before administrative expenses and income 
taxes) are credit revenues (gross revenues less the funding cost on 
securitized receivables), interest expense and the provision for 
uncollectible accounts.

  On January 1, 1997 the Company adopted SFAS No. 125, "Accounting for 
Transfers and Servicing of Financial Assets and Extinguishments of 
Liabilities," which changed the accounting for securitized receivables.  
Implementation of SFAS No. 125 increased 1997 net income by $35 million and 
$74 million for the three- and six-month periods ended June 28, 1997, 
respectively.







<PAGE>


				    -11-


<TABLE>
		      ITEM 2. - SEARS, ROEBUCK AND CO.
	   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		    CONDITION AND RESULTS OF OPERATIONS
    THREE- AND SIX-MONTH PERIODS ENDED JUNE 28, 1997 AND JUNE 29, 1996



    
<CAPTION>
Key Domestic Credit Information
					      

                                                     								Balances At 
                                          						June 28,       June 29,        Dec. 28,
(millions)                                        1997           1996            1996  
<S>                                            <C>            <C>             <C>
Gross credit card receivables                   $ 26,494       $ 23,994        $ 26,731  
Receivable balances sold                          (6,123)        (4,970)         (6,330)
Owned credit card receivables                   $ 20,371       $ 19,024        $ 20,401

Gross credit card receivables delinquent 
 sixty days or more                                5.93%          4.61%           5.43%
Allowance for uncollectible accounts as a
 percentage of owned credit card receivables       3.83%          3.96%           3.63% 

<CAPTION>
   					                                         	Three Months Ended       Six Months Ended 
					                                            June 28,    June 29,    June 28,    June 29, 
                                             						1997        1996        1997        1996
<S>                                           <C>         <C>         <C>         <C>
Gross credit revenues                          $  1,211    $  1,080    $  2,441    $  2,157 
Funding costs on securitized receivables           (105)        (84)       (214)       (162)
Net credit revenues                            $  1,106    $    996    $  2,227    $  1,995

Net credit charge-offs to average gross 
 credit card receivables                          5.81%       4.08%       5.48%       3.87%

</TABLE>

  The 11.0% and 11.6% growth in gross domestic credit revenues for the three- 
and six-month periods, respectively, reflected higher owned receivable 
balances resulting from strong merchandise sales partially offset by the 
effects of SFAS No. 125.  The Sears Card continues to have the dominant 
market share of credit retail sales generated in both the Full-line Stores and
off-the-mall stores.  Adoption of SFAS No. 125 reduced 1997 gross credit 
revenues by $61 million and $111 million for the three- and six-month periods
ended June 28, 1997, respectively, as the servicing costs and provision for
uncollectible accounts related to securitized receivables are now presented 
as a reduction of credit revenues.

  Gross margin as a percentage of domestic merchandise sales and services for 
the second quarter was 26.7% versus 26.4% in the comparable prior year period.
The domestic gross margin rate benefited from the continued shift in sales to
higher margin apparel merchandise, improved logistics costs and savings from
merchandise sourcing initiatives offset by competitive pricing pressure.  In
addition, Home Services and Direct Response Marketing experienced improved
gross margin rates.  For the six-month period, 1997 domestic gross margin
rose 30 basis points to 25.8%. 

  Selling and administrative expense as a percentage of revenues for 
domestic operations improved to 20.4% in the second quarter of 1997 from 21.3%
in the comparable prior year period.  Second quarter 1997 selling and 
administrative expense was reduced by $30 million as servicing costs for
securitized receivables are no longer included in selling and administrative
expense but instead are charged against credit revenues in accordance with
SFAS No. 125.  An additional 70 basis point decrease resulted from solid 
revenue performance coupled with continued emphasis on controlling expenses 
and leveraging the fixed cost base.  For the six-month period, the selling 
and administrative rate for domestic operations improved 80 basis points to 
20.8%.  SFAS No. 125 reduced selling and administrative expense by $61 
million for the 1997 six-month period.  

   Domestic operations depreciation and amortization expense was $187 million
in the second quarter and $352 million for the six-month period, an increase 
of $33 million and $56 million, respectively, from the comparable 1996 
periods.  The increase reflects the continuation of the Company's store 
remodeling program and the off-the-mall store expansion.





<PAGE>



				    -12-



		      ITEM 2. - SEARS, ROEBUCK AND CO.
	   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		    CONDITION AND RESULTS OF OPERATIONS
    THREE- AND SIX-MONTH PERIODS ENDED JUNE 28, 1997 AND JUNE 29, 1996

    
  The allowance for uncollectible accounts for owned domestic credit card 
receivables was $781 million and $753 million at June 28, 1997 and June 29, 
1996, respectively.  The domestic provision for uncollectible accounts was 
$308 million in the second quarter and $577 million for the six-month period 
as compared to $254 million and $481 million in the prior year periods.  The 
1997 provision for uncollectible accounts was reduced by $89 million and $171
million for the three- and six-month periods ended June 28, 1997, 
respectively, due to the implementation of SFAS No. 125 which requires that 
estimated charge-offs on sold receivables be included in the determination of 
the gain or loss on the sale of receivables.  Excluding the impact of SFAS No.
125, the provision would have increased 55.8% and 55.4% for the three- and 
six-month periods, respectively.  The increase is primarily attributable to 
the 56.8% rise in net charge-offs for the first half of 1997 as compared to 
1996 due to the continuing industry-wide trend of increased delinquencies and 
bankruptcies and the growth in domestic credit card receivables.  

   Since the Company uses securitizations of credit card receivables as a 
significant funding source, total domestic funding costs include interest 
expense and the funding cost of securitized receivables.  Total domestic 
funding costs were as follows:

<TABLE>
                      
<CAPTION>


                                 					       Three Months Ended      Six Months Ended
					                                         June 28,  June 29,     June 28,  June 29,
(millions)                                       1997      1996         1997      1996
<S>                                           <C>       <C>          <C>       <C>
Interest expense                               $   316   $   288      $   627   $   595 
Funding costs on securitized receivables (1)       105        84          214       162
Total funding costs                            $   421   $   372      $   841   $   757 


<FN>
(1) Funding costs on securitized receivables represent the interest paid on 
    securitized receivables and are presented as a reduction of credit 
    revenues in the statements of income.                            

</FN>                             
</TABLE>

  Total domestic funding costs as a percentage of revenues increased from 
4.5% in 1996 to 4.7% in the second quarter of 1997 and also increased for 
the six-month period from 4.8% in 1996 to 5.0% in 1997.  The increase in 
total domestic funding costs reflects higher funding requirements due to a 
larger receivable portfolio and the redemption of the Preferred Shares in 
the fourth quarter of 1996.

  During the second quarter, the Company reached comprehensive agreements 
with debtor class action plaintiffs and Attorneys General in all fifty 
states relating to certain reaffirmation agreements with the Company's 
bankrupt credit-card holders that were not filed during the period January 1,
1979 through April 1, 1997. Under these agreements, the Company will use its 
best efforts to identify all debtors with unfiled reaffirmation agreements
during the period and remit to them all amounts paid pursuant to such 
agreements plus interest at 10% and write-off any remaining balances related 
to unfiled reaffirmation agreements.  In addition, the Company will provide a
fund of $25 million to be distributed to the debtors participating in the
settlement.

  In the second quarter, the Company recorded a pretax charge of $475 million 
($320 million after-tax) for the estimated cost of the settlement of this 
matter, including related other expenses.  Such an estimate is based on 
assumptions as to the ultimate outcome of future events and uncertainties.  
Actual results could differ from the estimate.  See Note 7 for further 
discussion.  Management expects that this matter will have an adverse impact 
on credit card charge-offs and the provision for uncollectible accounts in 
subsequent periods.  

  Other income increased $116 million in the second quarter of 1997 from the 
prior year period primarily due to the sale of the Company's interest in 
Advantis to IBM for a pretax gain of $150 million. 






<PAGE>

				    -13-



		      ITEM 2. - SEARS, ROEBUCK AND CO.
	   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		    CONDITION AND RESULTS OF OPERATIONS
    THREE- AND SIX-MONTH PERIODS ENDED JUNE 28, 1997 AND JUNE 29, 1996

    

International Operations

  International operations in the second quarter of 1997 only included the 
results of the Company's interest in Sears Canada as a result of the first 
quarter sale of the Company's controlling interest in Sears Mexico.  
International operations posted second quarter income of $4 million compared 
with a loss of $14 million in 1996.  For the first half of 1997, international
operations had a loss of $41 million compared with a loss of $28 million in 
the first half of 1996.  Excluding the loss on the sale of the Company's 
controlling interest in Sears Mexico, international operations would have 
posted a loss of $5 million in the first half of 1997.

   International revenues for the second quarter of 1997 increased 1.3% from 
the same period a year ago despite the fact that the segment no longer 
includes revenues from Sears Mexico due to the aforementioned sale.  Sears 
Canada revenues in the second quarter were up 15.2% on strong retail store 
and catalog sales performance.  For the six-month period, international 
revenues were $1.5 billion, up 4.3% from prior year.

  Gross margins as a percentage of merchandise sales and services increased 
to 26.8% in the second quarter from 23.7% in 1996. Sears Canada gross margin 
rates improved substantially in 1997 reflecting reduced logistics costs and 
lower markdown rates. For the six-month period, gross margins from 
international operations increased 320 basis points to 25.2%.

  Selling and administrative expense as a percentage of total revenues 
decreased to 23.1% in 1997 from 24.9% in the second quarter of 1996.  Sears 
Canada selling and administrative rate improved 260 basis points in 
the second quarter of 1997 to 23.1% versus 1996 due to cost containment 
initiatives coupled with revenue growth and a favorable comparison to 
prior year which included a restructuring charge of $10 million (before 
minority interest).  For the six-month period, the selling and administrative
expense as a percentage of revenues from international operations decreased 
80 basis points to 23.1%.    



Financial Condition

  As of June 28, 1997, domestic merchandise inventories on the first-in, 
first-out (FIFO) basis were $5.30 billion, compared with $4.74 billion at 
June 29, 1996 and $4.96 billion at December 28, 1996.  The increase in the 
inventory levels reflects the additional inventory to support higher volume 
sales and the growth in new stores, both Full-line and off-the-mall.

  Cash flows from operating activities consist primarily of net income 
adjusted for certain noncash expense items including depreciation, 
reaffirmation charges, and the provision for uncollectible accounts, as well 
as changes in receivables, inventories and deferred taxes.

  Net cash used in the Company's operating activities totaled $119 million 
for the first six months of 1997 compared to net cash provided of $227 million
for the same period in 1996.  The change in operating net cash was primarily 
due to a higher increase in owned retail customer receivables in 1997 as
compared to 1996 and a smaller decrease in operating liabilities. 





<PAGE>



				    -14-





		      ITEM 2. - SEARS, ROEBUCK AND CO.
	   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		    CONDITION AND RESULTS OF OPERATIONS
    THREE-AND SIX-MONTH PERIODS ENDED JUNE 28, 1997 AND JUNE 29, 1996







  Net cash used in investing activities totaled $188 million for the first 
six months of 1997 compared to $505 million in 1996.  The decrease in net 
cash used resulted from cash provided by the dispositions of the Company's 
interest in Advantis and the sale of the Company's controlling interest in 
Sears Mexico partially offset by cash used for the acquisition of All 
America, MaxServ and Florida Builders Appliances in the first quarter.  As 
part of its growth strategy, the Company may continue to pursue selective 
strategic acquisitions.  Cash used for property and equipment related to 
the Company's Full-line stores remodeling programs and expansion of its 
store base was $461 million in the first six months of 1997 as compared to 
$550 million in 1996. 


  Net cash used in financing activities totaled $105 million for the first 
six months of 1997 as compared to cash provided of $186 million in 1996.  
The decrease in net cash provided by financing activities resulted from a 
reduction in net borrowings partially attributable to the net proceeds 
received from the sales of businesses. 



	



<PAGE>








				    -15-







			PART II.  OTHER INFORMATION



Item 1. Legal Proceedings


	On June 3, 1997, the Company entered into a settlement of the 
	consolidated class action lawsuits filed in the United States 
	Bankruptcy and District Courts for the District of Massachusetts 
	by certain current and former credit card holders of the Company 
	who had  declared personal bankruptcy  (the "Settlement").  These 
	lawsuits alleged that the Company had violated the United States 
	Bankruptcy Code and consumer protection laws in various states 
	through activities related to certain debt reaffirmation agreements.
	During the second quarter of 1997, the Company also reached an 
	agreement in principle with Attorneys General in all fifty states 
	and signed a consent decree with the Federal Trade Commission 
	relating to these matters.  A civil and criminal investigation of 
	these matters is ongoing.
	
	The terms of the Settlement, which must still be jointly approved by 
	the United States Bankruptcy and District Courts for the District of 
	Massachusetts, require, among other things, the Company to pay the 
	debtors the amounts collected pursuant to reaffirmation agreements 
	that were not filed with the bankruptcy courts, including finance 
	charges, plus 10% interest, and to undergo a review of its credit 
	bankruptcy reaffirmation procedures.  In addition, outstanding 
	balances relating to unfiled debt reaffirmation agreements will be 
	written off.  The Company will also establish a $25 million fund to 
	be distributed to the debtors participating in the Settlement.  A 
	joint fairness hearing on the Settlement has been set for October 28,
	1997.  The agreement in principle reached with the States' Attorneys
	General requires, among other things, the Company to establish funds
	aggregating $40 million to be shared among the states and used in 
	part for consumer education.

	The Company recorded a pretax charge of $475 million ($320 million on
	an after-tax basis) in the second quarter for the estimated cost of 
	the matters referred to above, including other related expenses.  This
	estimate is based on management's assumptions as to the ultimate 
	outcome of future events and uncertainties.  Actual results could 
	differ from this estimate and there can be no assurance that 
	additional costs will not be incurred.

	On May 14, 1997 and June 11, 1997, several stockholders filed actions
	on behalf of the Company against its directors and certain of its 
	officers in the Supreme Court of the State of New York for the 
	Counties of New York and Westchester, alleging breach of fiduciary 
	duty for failing to prevent the improper handling of certain of the 
	Company's debt reaffirmation agreements.  The complaints seek 
	unspecified damages and attorneys' fees and expenses.  The various 
	plaintiffs have agreed to consolidate their complaints and to file an 
	amended and consolidated complaint in the Supreme Court of the State 
	of New York for the County of New York.  The Company intends to 
	vigorously defend these allegations.

	On June 23, 1997, several stockholders of the Company, purporting to
	represent a class, filed a consolidated and amended complaint against
	the Company and one of its officers in the United States District 
	Court for the Northern District of Illinois, alleging violations of
	the Securities Exchange Act of 1934 for failure to disclose the 
	bankruptcy collection practices described above in periodic filings
	with the Securities and Exchange Commission prior to April 10, 1997.
	The complaint seeks unspecified damages and attorneys' fees and 
	expenses.  The Company has filed a motion to dismiss this case.

	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>

				    -16-

			


			PART II.  OTHER INFORMATION




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

	On May 8, 1997, the Company held its annual meeting of shareholders 
	at The Art Institute of Chicago in Chicago, Illinois.

	1)  Hall Adams, Jr., Alston D. Correll, Jr., Richard C. Notebaert and
	    Patrick G. Ryan were elected to Class C of the Board for three 
	    year terms expiring at the 2000 annual meting of shareholders.  
	    Hugh B. Price was elected to Class A of the Board for a term 
	    expiring at the 1998 annual meeting of shareholders.  The 
	    shareholders approved the recommendation of the Audit Committee 
	    that Deloitte & Touche LLP be appointed auditors for 1997 and 
	    adopted and approved a Sears Employee Stock Purchase Plan.  One 
	    shareholder proposal was voted on and defeated.  The vote on 
	    these matters was as follows:

				       
				     Directors
 
     		  Name                      For                Withheld      
						       
	    Hall Adams, Jr.             336,617,282           4,840,605
	    Alston D. Correll, Jr.      336,617,282           4,834,642
	    Richard C. Notebaert        336,617,282           7,136,869     
	    Patrick G. Ryan             336,617,282           4,911,501
	    Hugh B. Price               336,617,282           5,377,043
 

	2)  Approval of appointment of Deloitte & Touche LLP as auditors 
	    for 1997.
	    
      		   For                  Against              Abstain       
	      338,574,781               987,342             1,725,519


	3)  Sears Employee Stock Purchase Plan.
			 
      		For           Against         Abstain       Broker Non-Votes
	    325,165,751     14,023,098       2,097,449          1,344



			      Shareholder Proposals


	4)  De-classifying the Board of Directors.

	    
      		For             Against        Abstain      Broker Non-Votes
	    144,172,259       152,532,992     5,489,749        39,092,642







<PAGE>


				    -17-




  

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.

	   Current Reports on Form 8-K dated April 10, June 3, June 5 and June
	   11, 1997.
 



<PAGE>

     

     



				    -18-


				    

				 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)

					     



     July 24, 1997                    By   /s/  James A. Blanda             
                                    						James A. Blanda
				                                    		Vice President and Controller


						(Principal Accounting
						 Officer and duly authorized
						 Officer of Registrant)










<PAGE>




				    E-1


	      
			      EXHIBIT INDEX
			  SEARS, ROEBUCK AND CO.
		 THREE MONTH PERIOD ENDED JUNE 28, 1997

		
Exhibit No.

  3.1       Restated Certificate of Incorporation as in effect on May 13, 1996
	    (incorporated by reference to Exhibit 3(a) to Registrant's 
	    Registration Statement No. 33-8141).

  3.2       By-laws, as amended and restated on May 8, 1997.
	    
  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.
	    
 10.1       Amendment No. Two, effective April 1, 1997, to The Savings and 
	    Profit Sharing Fund of Sears Employees.

 10.2       Sears Executive Retirement Plan Arrangements (SERPA), as amended, 
	    effective March 24, 1997.
 
 10.3       Supplemental Retirement Income Plan (SRIP), as amended, effective 
	    March 24, 1997.

 10.4       Consent Order with Federal Trade Commission (incorporated by 
	    reference to Registrant's Form 8-K dated June 5, 1997, File
	    No. 1-416).
	    
 10.5       Stipulation and Agreement of Settlement, dated June 12, 1997, 
	    as amended.

 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 December 28, 1996, and for the six- and twelve-
	    month periods ended June 28, 1997.

 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 five years ended
	    December 28, 1996, and for the six- and twelve-month periods ended
	    June 28, 1997.

 15         Acknowledgment of awareness from Deloitte & Touche LLP, dated 
	    July 24, 1997, concerning unaudited interim financial information.

 27         Financial Data Schedule.