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 SEPTEMBER 27, 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 September 30, 1997 the Registrant had 392,001,409 common shares, 
$.75 par value, outstanding.

<PAGE>





			     Sears, Roebuck and Co.
		     Index to Quarterly Report on Form 10-Q
			      September 27, 1997



									  Page
Part I  -  Financial Information.                               
     
  Item 1. Financial Statements.
	
	  Condensed Consolidated Statements of Income (unaudited) -   
	  Three and Nine Months Ended September 27, 1997 and 
	  September 28, 1996.                                               1
	  
	  Condensed Consolidated Balance Sheets - 
	  September 27, 1997 (unaudited), September 28, 1996 (unaudited),
	  and December 28, 1996.                                            2
	  
	  Condensed Consolidated Statements of Cash Flows (unaudited) - 
	  Nine Months Ended September 27, 1997 and September 28, 1996.      3
	  
	  Notes to Condensed Consolidated Financial Statements (unaudited). 4
       
	  Independent 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.                                               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        Nine Months Ended
					 Sept. 27,    Sept. 28,    Sept. 27,    Sept. 28,
(millions, except per common share data)   1997         1996         1997         1996
<S>                                        <C>          <C>          <C>          <C>

Revenues                                                         
  Merchandise sales and services         $  8,545     $  7,965     $ 24,667     $ 22,929
  Credit revenues                           1,283        1,102        3,654        3,265
   Total revenues                           9,828        9,067       28,321       26,194

Costs and expenses                                                       
  Cost of sales, buying and occupancy       6,337        5,903       18,314       17,098
  Selling and administrative                1,978        1,933        5,868        5,659
  Depreciation and amortization               192          173          575          502
  Provision for uncollectible accounts        401          286          998          794
  Interest                                    328          326        1,021        1,013
  Reaffirmation charges (note 7)               -            -           475           -
    Total costs and expenses                9,236        8,621       27,251       25,066

Operating income                              592          446        1,070        1,128
Other income (loss), net                       (5)          17          124           44

Income before income taxes                    587          463        1,194        1,172

Income taxes                                  234          184          542          468

Net income                               $    353     $    279     $    652     $    704

Net income (loss) consists of:                                                   
  Domestic operations                    $    346     $    292     $    686     $    745
  International operations                      7          (13)         (34)         (41)
Net income                               $    353     $    279     $    652     $    704

Earnings per common share, after allowing                
  for dividends on preferred shares      $   0.89     $   0.68     $   1.64     $   1.71

Cash dividends declared per common share $   0.23     $   0.23     $   0.69     $   0.69

Average common and common                                
 equivalent shares outstanding              398.5        398.4        398.3        399.3

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

<PAGE>




					     -2-
	  
<TABLE>                                         
				   SEARS, ROEBUCK AND CO.
			   CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>                    
       (Unaudited) 
					     Sept. 27,    Sept. 28,    Dec. 28,
(millions)                                     1997         1996         1996
<S>                                            <C>          <C>          <C>

Assets                                   
 Current assets                                        
  Cash and invested cash                    $    247     $    649     $    660
  Credit card receivables                     21,519       20,189       21,563
  Other receivables                              287          358          335
  Merchandise inventories                      5,669        5,260        4,646 
  Prepaid expenses and deferred charges          439          386          348 
  Deferred income taxes                          915          981          895 
    Total current assets                      29,076       27,823       28,447
					    
Property and equipment                                        
 Land                                            459          406          445
 Buildings and improvements                    5,245        4,776        5,080
 Furniture, fixtures and equipment             4,705        4,051        4,279
 Capitalized leases                              448          369          433 
					      10,857        9,602       10,237
Less accumulated depreciation                  4,795        4,095        4,359
 Total property and equipment, net             6,062        5,507        5,878
Deferred income taxes                            798          797          905
Other assets                                     930          993          937
   Total assets                             $ 36,866     $ 35,120     $ 36,167

Liabilities                                      
 Current liabilities                                   
  Short-term borrowings                     $  3,987     $  4,741     $  3,533
  Current portion of long-term debt and 
   capitalized leases                          2,428        2,298        2,737
  Accounts payable and other liabilities       7,647        6,997        7,840
  Unearned revenues                              874          945          840
   Total current liabilities                  14,936       14,981       14,950

  Long-term debt and capitalized leases       12,523       11,355       12,170
  Postretirement benefits                      2,598        2,802        2,748
  Minority interest and other liabilities      1,404        1,195        1,354
    Total liabilities                         31,461       30,333       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                3,596        3,621        3,618
 Retained income (note 2)                      3,712        2,856        3,330
 Treasury stock - at cost                     (1,653)      (1,653)      (1,655)
 Minimum pension liability                      (277)        (285)        (277)
 Deferred ESOP expense                          (215)        (232)        (230)
 Cumulative translation adjustments              (81)        (168)        (164)
    Total shareholders' equity                 5,405        4,787        4,945

    Total liabilities and 
     shareholders' equity                   $ 36,866    $  35,120    $  36,167

   Total common shares outstanding             392.0        391.4        391.4

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

<PAGE>


				      -3-
<TABLE>
				   
			     SEARS, ROEBUCK AND CO.
		 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
				   (Unaudited)

<CAPTION>                                                          
							  Nine Months Ended                   
						       Sept. 27,     Sept. 28,
(millions)                                               1997          1996      
<S>                                                      <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES:                    

Net income                                             $    652      $    704 
Adjustments to reconcile net income to net cash                          
 provided by (used in) operating activities:                    
  Depreciation, amortization and other noncash items        834           689 
  Reaffirmation charges                                     475            - 
  Provision for uncollectible accounts                      998           794 
  Gain on sales of property and investments                (118)          (34)
  Change in (net of acquisitions):                    
   Deferred income taxes                                     89           (16)
   Credit card receivables                               (1,263)         (941) 
   Merchandise inventories                               (1,088)       (1,084) 
   Other operating assets                                   (68)            3 
   Other operating liabilities                             (743)          222 
    Net cash (used in) provided by operating activities    (232)          337 

CASH FLOWS FROM INVESTING ACTIVITIES:                    

Acquisition of businesses, net of cash acquired            (115)         (296)
Net proceeds from sales of businesses                       379            -
Proceeds from sales of property and investments              10            37
Purchases of property and equipment, net                   (803)         (830)
   Net cash used in investing activities                   (529)       (1,089)

CASH FLOWS FROM FINANCING ACTIVITIES:                    

Proceeds from long-term debt                              2,473         3,137
Repayments of long-term debt                             (2,464)       (1,433)
Increase (decrease) in short-term borrowings, 
  primarily 90 days or less                                 613          (611)
Repayments of ESOP note receivable                           16            21
Common shares purchased for employee stock plans           (114)         (139)
Common shares issued for employee stock plans                95           112
Dividends paid to shareholders                             (269)         (292)
    Net cash provided by financing activities               350           795

Effect of exchange rate changes on cash and invested cash    (2)           -

Net (decrease) increase in cash and invested cash          (413)           43 

Cash and invested cash at beginning of year                 660           606

Cash and invested cash at end of period                $    247      $    649 

<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 September 27, 1997 and 
September 28, 1996 and the related Condensed Consolidated Statements of 
Income for the three- and nine-months then ended and Condensed Consolidated 
Statements of Cash Flows for the nine-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 September 27, 
1997 approximately $2.7 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 is authorized to 
acquire up to ten million Sears common shares on the open market.  Through 
September 27, 1997, 5.6 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 $22 million for the three- and nine-month periods ended 
September 28, 1996, on the 8.88% Preferred Shares which were redeemed on
November 12, 1996. 

   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 methodology for calculating earnings per 
share.  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 $38 million and $112 million for the three- and nine- 
month periods ended September 27, 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, Inc.  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 first 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.

   During September 1996, the Company acquired all the outstanding stock of 
Orchard Supply Hardware Stores Corporation ("Orchard") for $309 million.  
Orchard is engaged in the operation of over 60 hardware stores in California.
The acquisition was recorded using the purchase method of accounting and 
resulted in goodwill of approximately $220 million, which is included in 
other assets.  Orchard's results of operations 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 
reflected 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
debtor class action lawsuits filed in the United States Bankruptcy and 
District Courts for the District of Massachusetts by certain current and 
former credit card holders of the Company who had declared personal 
bankruptcy (the "Settlement").  These lawsuits alleged that the Company had
violated the United States Bankruptcy Code and consumer protection laws in 
various states through activities related to certain debt reaffirmation 
agreements.  During the second quarter of 1997, the Company entered into 
consent decrees with Attorneys General in all fifty states and with the 
Federal Trade Commission relating to these matters.  The consent decrees 
with the States' Attorneys General require the Company, among other things,
to establish funds aggregating $40 million to be shared among the states and
used in part for consumer education.  A civil and criminal investigation of 
these matters is ongoing. 

  On October 28, 1997, at a joint fairness hearing before the United States 
Bankruptcy and the District Courts for the District of Massachusetts, the 
courts approved the Settlement.  The Settlement requires 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.  



<PAGE>

				    -6-
				    

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

   Four purported shareholders derivative actions have been filed on behalf 
of the Company against its directors and certain of its officers, alleging 
breach of fiduciary duty for failing to prevent the improper handling of 
certain of the Company's debt reaffirmation agreements.  The complaints seek
unspecified damages and attorneys' fees and expenses.  Two of the cases, which
were filed May 14, 1997 and June 11, 1997, have been consolidated in the 
Supreme Court of the State of New York for the County of New York, one case
which was filed June 27, 1997, is pending in the United States District Court
for the Northern District of Illinois, and one case, which was filed 
September 12, 1997, is pending in the United States District Court for the 
Southern District of New York.

   On October 9, 1997, the Company reached an agreement in principle to settle
several consolidated securities class action lawsuits against the Company and
one of its officers in the United States District Court for the Northern 
District of Illinois.  The amended consolidated complaint alleges 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 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.

   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 September 27, 1997 and September 28, 1996, and 
the related Condensed Consolidated Statements of Income for the three- and 
nine-month periods ended September 27, 1997 and September 28, 1996, and the 
Condensed Consolidated Statements of Cash Flows for the nine-month periods
ended September 27, 1997 and September 28, 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.


Deloitte & Touche LLP


Chicago, Illinois
October 28, 1997




<PAGE>


				    -8- 

				    
			ITEM 2. - SEARS, ROEBUCK AND CO.
	       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		      CONDITION AND RESULTS OF OPERATIONS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 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 September 27, 1997 net income was $353 million,
or $0.89 per common share.  Results for the quarter were affected by three 
significant items which together increased net income by $52 million, or 
$0.13 per common share.  These items include a charge for the cost of 
converting Western Auto operations to the new Parts America format; a one-time
gain for the change in current associates' post-retirement life insurance 
benefits; and the positive impact of the accounting change for SFAS No. 125.
Excluding these items, net income would have been $301 million, or $0.76 per 
common share as compared to $279 million, or $0.68 per common share in the 
third quarter of 1996.  For the nine-months ended September 27, 1997 net 
income was $652 million, or $1.64 per common share.  Excluding the impact of 
significant noncomparable items, net income would have been $791 million, or 
$1.99 per common share as compared to $704 million, or $1.71 per common share 
for the first nine-months of 1996.

Impact of noncomparable items is summarized as follows:

<TABLE>
<CAPTION>                                          
					  3rd Quarter         Nine Months
(millions, except per common share)      $         EPS        $        EPS
<S>                                     <C>       <C>        <C>       <C>
1997 Reported Net Income               $ 353    $  0.89     $ 652    $  1.64

Noncomparable Items:                                                       
  SFAS No. 125 Acctg. Change              38       0.10       112       0.28
  Parts America Conversion               (23)     (0.06)      (23)     (0.06)
  Post-Retirement Life Insurance          37       0.09        37       0.09 
  Sale of Sears Mexico                    -          -        (36)     (0.09)
  Sale of Advantis                        -          -         91       0.23
  Reaffirmation Charges                   -          -       (320)     (0.80)
					  52       0.13      (139)     (0.35)

  1997 Adjusted Net Income             $ 301    $  0.76     $ 791    $  1.99

  1996 Net Income                      $ 279    $  0.68     $ 704    $  1.71

</TABLE>                                    

   The Company's consolidated effective tax rate for the nine-months ended 
September 27, 1997 was 45.4% versus 39.9% in the prior year.  The increase was
due to certain components of the reaffirmation charges which are not tax 
deductible and the tax expense from the first quarter sale of Sears Mexico.
Excluding these significant items, the consolidated effective tax rate would 
have been 40.4% for the first nine months of 1997.   



<PAGE>




				       -9- 


		    
			   ITEM 2. - SEARS, ROEBUCK AND CO.
		MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		       CONDITION AND RESULTS OF OPERATIONS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996
 
   Revenues increased 8.4% to $9.8 billion and 8.1% to $28.3 billion for the 
three- and nine-month periods ended September 27, 1997, respectively, from the
comparable 1996 period. 

<TABLE>
<CAPTION>

Revenues                        Three Months Ended               Nine Months Ended
			      Sept. 27,   Sept. 28,            Sept. 27,   Sept. 28,
(millions, except               1997         1996    Change      1997        1996     Change
    number of stores)        
<S>                             <C>          <C>      <C>        <C>         <C>      <C>

Domestic operations:                                             
 Full-line Stores             $  5,153    $  4,934     4.4%    $ 14,964    $ 14,314     4.5% 
 Off-the-mall stores             1,828       1,586    15.3        5,289       4,491    17.8
 Service and other revenues        838         738    13.6        2,283       2,100     8.7
 Merchandise sales and services  7,819       7,258     7.7       22,536      20,905     7.8
 Credit revenues                 1,222       1,026    19.0        3,449       3,021    14.1
Total domestic operations        9,041       8,284     9.1       25,985      23,926     8.6
International operations           787         783     0.6        2,336       2,268     3.0 
 Total revenues               $  9,828    $  9,067     8.4%    $ 28,321    $ 26,194     8.1%

Domestic comparable store 
  sales increase                  2.2%        3.8%                 2.4%        5.9%    

Number of domestic Full-line Stores                                 826         812 
Number of domestic off-the-mall stores                            2,591       2,419
  Total                                                           3,417       3,231

</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 third quarter and the
first nine months 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 NINE-MONTH PERIODS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996

Domestic Operations

   For the third quarter, the Company posted a 2.2% comparable store sales 
increase which came on top of a 3.8% comparable store sales increase in 1996.
   
   Full-line Stores revenues increased 4.4% over third quarter 1996.
      
    Apparel revenues gained 4.6% during the third quarter from the comparable
    prior year period.  Women's ready to wear, especially sportswear, as well
    as footwear and cosmetics had strong sales increases partially offset by
    decreased children's apparel sales. 
    
    Hardlines revenues, comprised of Home Electronics, Home Appliances, and
    Home Improvement merchandise sales, increased 4.7% for the third quarter
    versus prior year with strong gains in Home Appliances benefiting from 
    favorable response to promotions, partially offset by decreased Home 
    Improvement sales.  

   For the nine-month period, Full-line Stores sales grew 4.5% over 1996 as 
Apparel achieved an 8.2% increase and Hardlines gained 2.8%.

   Off-the-mall store revenues, consisting of Home Stores and Auto Stores, 
increased 15.3% for the third quarter, which came on top of a 12.6% gain in 
1996.

    Home Stores revenues increased significantly over 1996 resulting primarily
    from sales in the Orchard Supply Hardware Stores acquired in 1996.  
    Hardware and Sears Dealer stores had substantial revenue increases from a
    year ago benefiting from 188 net new store openings and also achieved 
    comparable store sales percentage increases in the mid-single digits.  
    HomeLife furniture stores revenues increased modestly despite five fewer
    stores, as comparable stores sales percentage increased mid-single digits
    from 1996. 
    
    Auto Stores, consisting of the Sears Tire Group and Parts Group, 
    experienced revenue declines in the mid-single digits on a percentage 
    basis from the same period a year ago as comparable store sales were down
    from prior year.  Throughout 1997 the Auto Stores have been converting 
    Tire America and NTW stores into a single format, "National Tire and 
    Battery" (NTB) and converting Western Auto stores to the new Parts 
    America format.  By year end, the Company will have completed the 
    conversion and will operate approximately 330 NTB stores and 600 domestic
    Parts America stores in addition to its 790 Sears Auto Centers. 

   Off-the-mall store revenues increased 17.8% for the nine-month period as 
compared to 1996 and benefited largely from the expansion of Home Stores.

   Service and other revenues, which are generated primarily by the Home 
Services and Direct Response Marketing businesses, were up 13.6% in the third
quarter and 8.7% in the first nine 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.



<PAGE>        




				  -11-
				  

		     ITEM 2. - SEARS, ROEBUCK AND CO.
	      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		   CONDITION AND RESULTS OF OPERATIONS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996


   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 $38 million and 
$112 million for the three- and nine-month periods ended September 27, 1997,
respectively.

<TABLE>

Key Domestic Credit Information
<CAPTION>
					      Balances At    
				  Sept. 27,     Sept. 28,    Dec. 28,
(millions)                          1997          1996         1996        
<S>                                 <C>           <C>          <C>

Gross credit card receivables     $ 26,998      $ 24,619     $ 26,731
Receivable balances sold            (6,520)       (5,323)      (6,330)
Owned credit card receivables     $ 20,478      $ 19,296     $ 20,401 
				   
Gross credit card receivables 
 delinquent sixty days or more       6.90%         5.25%        5.43% 
Allowance for uncollectible 
 accounts as a percentage of 
 owned credit card receivables       4.01%         3.86%        3.63%

</TABLE>

<TABLE>
<CAPTION>
					  Three Months Ended        Nine Months Ended
					Sept. 27,    Sept. 28,    Sept. 27,    Sept. 28,
(millions)                                1997         1996         1997         1996
<S>                                        <C>          <C>          <C>          <C>

Gross credit revenues                    $  1,323     $  1,115     $  3,764     $  3,272
Funding costs on securitized receivables     (101)         (89)        (315)        (251)
Net credit revenues                      $  1,222     $  1,026     $  3,449     $  3,021 

Net credit charge-offs to average gross 
 credit card receivables                    7.20%        4.60%        6.06%        4.11%

</TABLE>


   The 19.0% and 14.1% growth in gross domestic credit revenues for the three-
and nine-month periods, respectively, reflected higher owned receivable 
balances and increased late fees as new pricing initiatives took effect, 
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 $79 million and $190 million for the three- and 
nine-month periods ended September 27, 1997, respectively, as the servicing 
costs and provision for uncollectible accounts related to securitized 
receivables are now presented as a reduction of credit revenues.



<PAGE>





				    -12-

		       ITEM 2. - SEARS, ROEBUCK AND CO.
	      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		      CONDITION AND RESULTS OF OPERATIONS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996

   Gross margin as a percentage of domestic merchandise sales and services for
the third quarter was 25.8% versus 26.1% in the comparable prior year period.
The domestic gross margin rate decrease was principally due to the charge for
converting Western Auto to the Parts America format.  Excluding the impact of
the charge for Parts America conversion, domestic gross margin declined 
slightly from the comparable prior year period.  For the nine-month period,
1997 domestic gross margin rose slightly to 25.8%.

   Selling and administrative expense as a percentage of revenues for domestic
operations improved to 19.9% in the third quarter of 1997 from 20.9% in the
comparable prior year period.  Third quarter selling and administrative 
expense was favorably impacted by the one-time gain related to the elimination
of retirement life insurance benefits for active associates not retired by 
December 31, 1997 and the implementation of SFAS No. 125, which were $61 
million and $31 million, respectively.  Third quarter also included a charge 
of $17 million for the Western Auto conversion.  Excluding these items, 
selling and administrative expense as a percentage of revenues decreased 40
basis points resulting from solid revenue performance coupled with continued 
emphasis on controlling expenses and leveraging the fixed cost base.  For 
the nine-month period, the selling and administrative rate for domestic 
operations improved 80 basis points to 20.5%.

   In connection with the elimination of retirement life insurance benefits 
for active associates, the Company also announced the reduction over a 10 year
period in the death benefit for current retirees and the elimination of the
Company's subsidy for medical insurance for Medicare eligible retirees.
These benefit plan changes are expected to generate ongoing annual savings of
approximately $35 million.

   Domestic operations depreciation and amortization expense was $179 million
in the third quarter and $531 million for the nine-month period, an increase 
of $24 million and $80 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.

   The allowance for uncollectible accounts for owned domestic credit card 
receivables was $821 million and $745 million at September 27, 1997 and 
September 28, 1996, respectively.  The domestic provision for uncollectible 
accounts was $393 million in the third quarter and $970 million for the 
nine-month period as compared to $272 million and $753 million in the prior 
year periods.  The 1997 provision for uncollectible accounts was reduced by 
$110 million and $281 million for the three- and nine-month periods ended 
September 27, 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 85.2% and 
66.1% for the three- and nine-month periods, respectively.  The increase is 
primarily attributable to the 70.5% rise in net charge-offs for the third 
quarter of 1997 as compared to 1996 due to the continuing trend of increased
delinquencies, higher bankruptcies, growth in the domestic credit card 
receivables portfolio and a reduced rate of debt reaffirmations.



<PAGE>



				    -13-
				    
			 ITEM 2. - SEARS, ROEBUCK AND CO.
		 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		       CONDITION AND RESULTS OF OPERATIONS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996

 
   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        Nine Months Ended 
				   Sept. 27,    Sept. 28,    Sept. 27,    Sept. 28,
(millions)                           1997         1996         1997         1996
<S>                                  <C>          <C>          <C>          <C>
Interest expense                     $   303      $   285      $   930      $   880
Funding costs on securitized 
 receivables (1)                         101           89          315          251 
Total funding costs                  $   404      $   374      $ 1,245      $ 1,131
Domestic funding costs as a % 
 of domestic revenues                   4.5%         4.5%         4.8%         4.7%       

<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 was 4.5% in the 
third quarter of 1997, unchanged from the prior year period, and increased 
for the nine-month period from 4.7% in 1996 to 4.8% 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, partially offset by lower effective funding 
rates resulting from the refinancing of long term, higher rate debt.

   In the second quarter, the Company recorded a pretax charge of $475 
million ($320 million after-tax) for the estimated cost of the Settlement, 
including related other expenses of the reaffirmation matter.  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 of this matter.   



<PAGE>



				    -14-
				 
			 ITEM 2. - SEARS, ROEBUCK AND CO.
		 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
			CONDITION AND RESULTS OF OPERATIONS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996

			

International Operations

   International operations in the third quarter of 1997 include only the 
Company's 55% interest in Sears Canada as a result of the first quarter sale 
of the Company's controlling interest in Sears Mexico.  International 
operations posted third quarter net income of $7 million compared with a net 
loss of $13 million in 1996.  For the nine months ended September 27, 1997,
international operations had a net loss of $34 million compared with a net 
loss of $41 million in 1996.  Excluding the loss on the sale of the Company's
controlling interest in Sears Mexico, international net income would have 
been $2 million for the nine months ended September 27, 1997.

   International revenues for the third quarter of 1997 were comparable with 
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 third quarter were up 13.2% on strong retail store 
and catalog sales performance.  For the nine-month period, international 
revenues were $2.3 billion, up 3.0% from prior year.

   Gross margins as a percentage of merchandise sales and services increased 
to 26.4% in the third quarter from 23.5% in 1996.  Sears Canada gross margin 
rates improved substantially in 1997 reflecting savings realized from 
merchandise sourcing initiatives.  For the nine-month period, gross margins 
increased to 25.6% from 22.5% in 1996.

   Selling and administrative expense as a percentage of total revenues for 
both international operations and Sears Canada decreased to 23.2% in 1997 
from 25.7% in the third quarter of 1996.  Sears Canada selling and 
administrative rate improvement was due to cost containment initiatives 
coupled with revenue growth and a favorable comparison to prior year which 
included a restructuring charge of $17 million (before minority interest).
For the nine-month period, the selling and administrative expense as a 
percentage of revenues from international operations decreased to 23.1% 
from 24.5% in the prior year.     


Financial Condition

   As of September 27, 1997, domestic merchandise inventories on the 
first-in, first-out (FIFO) basis were $5.90 billion, compared with $5.57 
billion at September 28, 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 $232 million 
for the first nine months of 1997 compared to net cash provided of $337 
million for the same period in 1996.  The larger use of operating net cash 
was primarily due to a decrease in operating liabilities and a higher 
growth in owned retail customer receivables in 1997 as compared to 1996.



<PAGE>


				     -15-


		     ITEM 2. - SEARS, ROEBUCK AND CO.
	      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		   CONDITION AND RESULTS OF OPERATIONS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996


   Net cash used in investing activities totaled $529 million for the first 
nine months of 1997 compared to $1.09 billion 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 a decrease in cash used for the acquisitions
of certain businesses.  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 $782 million in the first nine months of 
1997 as compared to $830 million in 1996.

   Net cash provided by financing activities totaled $350 million for the 
first nine months of 1997 as compared to cash provided of $795 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.


Outlook for Domestic Operations
   
   In light of the adverse trends in the Company's credit card business as 
discussed on page 12, management believes that it is unlikely the Company 
will be able to achieve its goal of mid-teens earnings growth on a percentage
basis in the fourth quarter of 1997. Management also believes that the 
Company's current rate of increase in delinquencies and charge-offs appears 
to be greater than increases recently reported by a number of other credit 
card issuers. If the Company's delinquency and charge-off trends continue, 
the resulting increases in the provision for uncollectible accounts could 
have a significant adverse effect on the Company's overall operating results
in future periods.  The Company is taking steps to mitigate the impact of 
this trend on overall Company performance, but it is not yet possible to 
predict the extent to which such actions will be successful.



<PAGE>


				-16-

		      PART II.  OTHER INFORMATION
		      
Item 1. Legal Proceedings

	On June 3, 1997, the Company entered into a settlement of the 
	consolidated debtor class action lawsuits filed in the United States
	Bankruptcy and District Courts for the District of Massachusetts by 
	certain current and former credit card holders of the Company who had
	declared personal bankruptcy (the "Settlement").  These lawsuits 
	alleged that the Company had violated the United States Bankruptcy 
	Code and consumer protection laws in various states through activities
	related to certain debt reaffirmation agreements.  During the second 
	quarter of 1997, the Company entered into consent decrees with 
	Attorneys General in all fifty states and with the Federal Trade 
	Commission relating to these matters.  The consent decrees with the 
	States' Attorneys General require the Company, among other things, to
	establish funds aggregating $40 million to be shared among the states
	and used in part for consumer education.  A civil and criminal 
	investigation of these matters is ongoing. 

	On October 28, 1997, at a joint fairness hearing before the United 
	States Bankruptcy and the District Courts for the District of 
	Massachusetts, the courts approved the Settlement.  The Settlement 
	requires 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. 
   
	Four purported shareholders derivative actions have been filed on 
	behalf of the Company against its directors and certain of its 
	officers, alleging breach of fiduciary duty for failing to prevent 
	the improper handling of certain of the Company's debt reaffirmation 
	agreements.  The complaints seek unspecified damages and attorneys' 
	fees and expenses.  Two of the cases, which were filed May 14, 1997 
	and June 11, 1997, have been consolidated in the Supreme Court of 
	the State of New York for the County of New York, one case which was 
	filed June 27, 1997, is pending in the United States District Court
	for the Northern District of Illinois, and one case, which was filed
	September 12, 1997, is pending in the United States District Court 
	for the Southern District of New York.

	On October 9, 1997, the Company reached an agreement in principle to 
	settle several consolidated securities class action lawsuits against 
	the Company and one of its officers in the United States District 
	Court for the Northern District of Illinois.  The amended 
	consolidated complaint alleges 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 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.  
	
	The Company is subject to various other legal and governmental 
	proceedings pending against the Company, many involving routine 
	litigation incidental to the businesses.  Other matters contain 
	allegations which are nonroutine and involve compensatory, punitive 
	or antitrust treble damage claims in very large amounts, as well as 
	other types of relief.  The consequences of these matters are not 
	presently determinable but, in the opinion of management of the 
	Company after consulting with legal counsel, the ultimate liability 
	in excess of reserves currently recorded is not expected to have a 
	material effect on annual results of operations, financial position,
	liquidity or capital resources of the Company.




<PAGE>


				    -17-

				    
			PART II.  OTHER INFORMATION
			

Item 6.    Exhibits and Reports on Form 8-K.
	  
	   (a) Exhibits.



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

	   (b) Reports on Form 8-K.
	       
	       None





<PAGE>


				    -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)

					   


October 31, 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 SEPTEMBER 27, 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. 333-8141).
	    
   3.2      By-laws, as amended and restated on August 13, 1997 (incorporated 
	    by reference to Exhibit 4(b) to Registrant's Registration 
	    Statement No. 333-38131).
   
   4        Registrant hereby agrees to furnish the Commission, upon request, 
	    with the instruments defining the rights of holders of each issue 
	    of long-term debt of the Registrant and its consolidated 
	    subsidiaries.
   12 (a)   Computation of ratio of income to fixed charges for Sears, 
	    Roebuck and Co., and consolidated subsidiaries for each of the 
	    five years ended December 28, 1996, and for the nine- and 
	    twelve-month periods ended September 27, 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 nine- and twelve-month periods 
	    ended September 27, 1997.

   15       Acknowledgment of awareness from Deloitte & Touche LLP, dated 
	    October 28, 1997, concerning unaudited interim financial 
	    information.

   27       Financial Data Schedule.