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 MARCH 29, 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 March 31, 1997 the Registrant had 391,981,907 common
shares, $.75 par value, outstanding.

								
								
				  



<PAGE>

			  Sears, Roebuck and Co.
		Index to Quarterly Report on Form 10-Q
			      March 29, 1997


								       Page
Part I  -  Financial Information.                               
	
     Item 1. Financial Statements.

	     Condensed Consolidated Statements of Income (unaudited) -   
	     Three Months Ended March 29, 1997 and March 30, 1996.       1

	     Condensed Consolidated Balance Sheets - 
	     March 29, 1997 (unaudited), March 30, 1996 (unaudited)
	     and December 28, 1996.                                      2

	     Condensed Consolidated Statements of Cash Flows
	     (unaudited) - Three Months Ended March 29, 1997
	     and March 30, 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                                          14

     Item 6. Exhibits and Reports on Form 8-K.                          15


<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
					    March 29,   March 30,
(millions, except per common share data)      1997        1996
<S>                                           <C>          <C>
Revenues                                                         
  Merchandise sales and services            $ 7,559      $ 6,908
  Credit revenues                             1,203        1,087
    Total revenues                            8,762        7,995

Costs and expenses                                                       
  Cost of sales, buying and occupancy         5,705        5,249
  Selling and administrative                  1,884        1,750
  Depreciation and amortization                 182          158
  Provision for uncollectible accounts          282          238
  Interest                                      352          354
    Total costs and expenses                  8,405        7,749
				 
Operating income                                357          246
Other (loss) income                             (10)           4
		 
Income before income taxes                      347          250
			 
Income taxes                                    165           99

Net income                                   $  182       $  151

Net income (loss) consists of:
  Domestic operations                        $  227       $  165
  International operations                      (45)         (14)

Net income                                   $  182       $  151

Earnings per common share, after
 allowing for dividends on preferred shares  $ 0.46       $ 0.36

Cash dividends declared per common share     $ 0.23       $ 0.23

Average common and common
 equivalent shares outstanding                398.6        399.5

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


							

<PAGE>

					       -2-

<TABLE>
				     SEARS, ROEBUCK AND CO.
			     CONDENSED CONSOLIDATED BALANCE SHEETS
					   (Unaudited)

<CAPTION>           
					       March 29,   March 30,      Dec. 28,
(millions)                                       1997        1996           1996
<S>                                               <C>         <C>           <C>
Assets                                   
  Current assets                                        
   Cash and invested cash                      $    248    $    823       $    660
   Credit card receivables                       21,059      19,707         21,563
   Other receivables                                355         249            335
   Merchandise inventories                        4,939       4,419          4,646
   Prepaid expenses and deferred charges            414         427            348
   Deferred income taxes                            856         908            895
     Total current assets                        27,871      26,533         28,447

  Property and equipment                                        
   Land                                             455         384            445
   Buildings and improvements                     5,018       4,415          5,080
   Furniture, fixtures and equipment              4,353       3,792          4,279
   Capitalized leases                               446         322            433
						 10,272       8,913         10,237
   Less accumulated depreciation                  4,495       3,790          4,359
    Total property and equipment, net             5,777       5,123          5,878
  Deferred income taxes                             901         852            905
  Other assets                                    1,080         853            937
    Total assets                               $ 35,629    $ 33,361       $ 36,167

Liabilities                                      
  Current liabilities                                   
   Short-term borrowings                       $  3,693    $  5,205       $  3,533
   Current portion of long-term
    debt and capitalized leases                   2,349       1,907          2,737
   Accounts payable and other liabilities         7,075       6,174          7,840
   Unearned revenues                                885         900            840
     Total current liabilities                   14,002      14,186         14,950

					 
  Long-term debt and capitalized leases          12,401      10,580         12,170
  Postretirement benefits                         2,715       2,814          2,748
  Minority interest and other liabilities         1,369       1,289          1,354
     Total liabilities                           30,487      28,869         31,222

Commitments and Contingent Liabilities (note 6)

Shareholders' Equity                                     
  8.88% Preferred Shares, First Series (note 3)      -          325             -
  Common shares                                     323         323            323
  Capital in excess of par value                  3,611       3,635          3,618
  Retained income (note 2)                        3,422       2,498          3,330
  Treasury stock - at cost                       (1,632)     (1,592)        (1,655)
  Minimum pension liability                        (277)       (285)          (277)
  Deferred ESOP expense                            (225)       (246)          (230)
  Cumulative translation adjustments                (80)       (166)          (164)
    Total shareholders' equity                    5,142       4,492          4,945

    Total liabilities and shareholders'
     equity                                    $ 35,629    $ 33,361       $ 36,167

    Total common shares outstanding               392.0       392.5          391.4

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

<PAGE>
				    -3-

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

								Three Months Ended
							     March 29,      March 30,
(millions)                                                     1997           1996
<S>                                                             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                    

Net income                                                   $  182         $  151
Adjustments to reconcile net income to net cash                          
 provided by (used in) operating activities:                    
   Depreciation, amortization and other noncash items           237            202
   Provision for uncollectible accounts                         282            238
   Loss (gain) on sales of property and investments              32             (5)
   Change in (net of acquisitions):                    
    Deferred income taxes                                        44             10
    Credit card receivables                                      15            144
    Merchandise inventories                                   ( 357)          (383)
    Other operating assets                                      (79)            33
    Other operating liabilities                                (622)          (466)
     Net cash used in operating activities                     (266)           (76)

CASH FLOWS FROM INVESTING ACTIVITIES:                    

Acquisition of businesses, net of cash acquired                (115)            -
Proceeds from sales of property and investments                   6              5
Purchases of property and equipment, net                       (159)          (222)
     Net cash used in investing activities                     (268)          (217)

CASH FLOWS FROM FINANCING ACTIVITIES:                    

Proceeds from long-term debt                                    725            947
Repayments of long-term debt                                   (866)          (258)
Increase (decrease) in short-term borrowings,
 primarily 90 days or less                                      319           (147)
Repayments of ESOP note receivable                               16             21
Common shares purchased for employee stock plans                (14)           (14)
Common shares issued for employee stock plans                    30             59
Dividends paid to shareholders                                  (88)           (97)
     Net cash provided by financing activities                  122            511

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

Net (decrease) increase in cash and invested cash              (412)           217

Cash and invested cash at beginning of year                     660            606

Cash and invested cash at end of period                      $  248         $  823

<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 March 29, 1997
   and March 30, 1996 and the related Condensed Consolidated
   Statements of Income and Condensed Consolidated Statements of
   Cash Flows for the three months then ended are unaudited.  The
   interim financial statements reflect all adjustments (consisting
   only of normal recurring accruals) which are, in the opinion of
   management, necessary for a fair statement of the results for
   the interim periods presented.  The condensed consolidated
   financial statements should be read in conjunction with the
   consolidated financial statements and notes thereto included in
   the Sears, Roebuck and Co. 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 March 29, 1997
   approximately $2.2 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 March 29, 1997 3.7 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 for the
   three-month period ended March 30, 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 $38 million in the first quarter of 1997.

	
<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 leading 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. Legal Proceedings

   In connection with a case pending before the United States
   Bankruptcy Court for the District of Massachusetts (the "Court")
   involving an individual debtor, on April 9, 1997, the Company
   filed a voluntary nationwide restitution plan with the Court to
   remedy certain bankruptcy collection practices relating to
   reaffirmation agreements with the Company's bankrupt credit-card
   holders that were not filed with federal bankruptcy courts from
   1992 through April 1, 1997 (the "Plan").  In bankruptcy
   proceedings under Chapter 7 of the United States Bankruptcy Code
   (the "Code"), a debtor may generally agree to repay his or her
   debts to creditors, but any such reaffirmations must be filed with
   the bankruptcy court to be valid.  The Plan contemplates that the
   Company would expeditiously identify all debtors with
   unfiled reaffirmation agreements during that period and remit to
   them all amounts paid pursuant to such agreements, with interest.
   In addition, the Company would send them a $100 gift certificate.

   Subsequent to the Company's filing of the Plan with the Court,
   the Company was served with two complaints, purporting to represent
   a nationwide class, filed by certain bankrupt credit-card holders
   of the Company with the Court on March 31, 1997 and April 7, 1997.
   The complaints allege that the Company obtained payments
   from these debtors under reaffirmation agreements that were not
   filed with federal bankruptcy courts in violation of the Code and
   certain state consumer fraud statutes.  The complaints seek a refund
   of all amounts paid by debtors under these agreements, punitive
   damages and attorneys' fees and expenses.  The Attorneys General for
   the States of Massachusetts and Missouri are also investigating the
   subject matter of these complaints.  The Company expects that other
   States Attorneys General will become involved.  The Court has
   provisionally certified the class for settlement purposes only.  At
   a hearing before the Court, the Company and the class action plaintiffs
   agreed to work towards a settlement of these matters, together with
   the States Attorneys General and the United States Bankruptcy Trustee,
   between now and the parties' next scheduled appearance before the Court
   on June 5, 1997.  No assurances can be made, however, as to the terms,
   if any, upon which such a settlement might be reached.

   On April 16, 1997, the Court issued an order in the individual debtor
   case referred to above requiring the Company to reimburse the debtor
   $236 and referring the facts and circumstances of the case to the
   United States Attorney for the District of Massachusetts (the "U.S.
   Attorney") for investigation of potential criminal activity.  The U.S.
   Attorney has filed a civil complaint against the Company enjoining
   it on a nationwide basis from the bankruptcy collection practices
   referred to above, ordering the Company to identify all debtors
   nationwide who were the subject of these practices from January 1, 1992
   to date, and setting forth specific time periods and methodologies for
   the collection of this data.  The Company has consented to the entry
   of this order and is cooperating fully to obtain a prompt resolution.

   Although management is unable at this time to estimate the impact of
   the resolution of the foregoing matters and therefore has not yet
   recorded a provision for them, management believes that these matters
   could have a material effect on the annual results of operations of the
   Company.

<PAGE>
					-6-

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



   In mid-April, several stockholders of the Company, purporting to
   represent a class, filed complaints against the Company and certain 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 complaints seek unspecified
   damages and attorneys' fees and expenses.  The Company intends to
   defend these cases vigorously.

   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 CERTIFIED PUBLIC 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 March 29, 1997 and March
30, 1996, and the related Condensed Consolidated Statements of
Income for the three-month periods ended March 29, 1997 and
March 30, 1996, and the Condensed Consolidated Statements of
Cash Flows for the three-month periods ended March 29, 1997 and
March 30, 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
April 17, 1997


<PAGE>
				    -8- 

		     ITEM 2. - SEARS, ROEBUCK AND CO.
	      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		   CONDITION AND RESULTS OF OPERATIONS
       THREE-MONTH PERIODS ENDED MARCH 29, 1997 AND MARCH 30, 1996


Operating Results

Revenues increased 9.6% to $8.8 billion for the three-month
period ended March 29, 1997 from the comparable 1996 period. 
Revenues are generated from domestic 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 because of the
pending sale by the Company of its controlling interest in Sears
Mexico to Grupo Carso, S.A. de C.V.  See International
Operations section for further discussion.    

<TABLE>
<CAPTION>

Revenues                                        Three Months Ended

					     March 29,       March 30,
(millions, except number of stores)            1997            1996         Change
<S>                                            <C>             <C>           <C>
Domestic operations:                                             
  Full-line Stores                           $ 4,584         $ 4,298         6.6%
  Off-the-mall stores                          1,638           1,366        19.9
  Service and other revenues                     656             624         5.2
  Merchandise sales and services               6,878           6,288         9.4
  Credit revenues                              1,121             999        12.3
Total domestic operations                      7,999           7,287         9.8
International operations                         763             708         7.6
  Total revenues                             $ 8,762         $ 7,995         9.6%

Domestic comparable store sales increase        2.5%            4.5%

Number of domestic Full-line Stores              823             807
Number of domestic off-the-mall stores         2,558           2,260
  Total                                        3,381           3,067
</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.  Similarly, traditional
business patterns generally result in the lowest sales and
operating income in the first quarter.



<PAGE>

				    -9-

		    ITEM 2. - SEARS, ROEBUCK AND CO.
	    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		 CONDITION AND RESULTS OF OPERATIONS
      THREE-MONTH PERIOD ENDED MARCH 29, 1997 AND MARCH 30, 1996


Domestic Operations

For the first quarter, the Company posted a 2.5% comparable
store sales increase which came on top of a 4.5% comparable
store sales increase in 1996.

Full-line Stores revenues increased 6.6% over first quarter 1996.

    . Apparel revenues gained 16.9% during the first 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 children's apparel and
      footwear posted strong sales increases and achieved comparable
      store sales gains in the low to mid-teen range. 

    . Hardlines revenues, comprised of Home Electronics, Home
      Appliances, and Home Improvement merchandise sales, increased
      1.6% for the first quarter with gains in Home Electronics and
      Home Appliances partially offset by decreased Home Improvement
      sales.  Hardlines comparable store sales were flat with first
      quarter 1996.

Off-the-mall store revenues made up of Home Stores and Auto
Stores, increased 19.9% for the first quarter, which came on
top of a 14.1% 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
      solid revenue increases from a year ago benefiting from 223 net
      new store openings and also achieved comparable store sales
      increases in the low teens.  HomeLife furniture stores revenues
      increased as 6 net new stores were opened, but comparable stores
      sales fell slightly from 1996. 

    . Auto Stores, consisting of the Sears Tire Group and Parts
      Group, experienced low single digit revenue growth primarily
      driven by the addition of 79 net new stores since the first
      quarter of 1996.  Comparable store sales were flat with prior
      year.  During the quarter Sears Tire Group annunced 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.

Service and other revenues, which are generated primarily by
the Home Services and Direct Response Marketing businesses, were
up 5.2% in the first quarter of 1997 versus the 1996 comparable
period primarily due to strong revenue gains by Direct Response
Marketing on increased memberships and lower cancellation rates
for insurance and clubs and services.

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 first quarter net income by $38 million.


<PAGE>
				    -10-

<TABLE>

		       ITEM 2. - SEARS, ROEBUCK AND CO.
	    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		  CONDITION AND RESULTS OF OPERATIONS
     THREE-MONTH PERIOD ENDED MARCH 29, 1997 AND MARCH 30, 1996

<CAPTION>
Key Domestic Credit Information
					       Balances At
	 
				     March 29,    March 30,    Dec. 28, 
(millions)                             1997         1996         1996 
<S>                                    <C>          <C>          <C>
Gross credit card receivables        $ 26,230     $ 23,551     $ 26,731
Receivable balances sold               (6,248)      (4,715)      (6,330)
Owned credit card receivables        $ 19,982     $ 18,836     $ 20,401

					 Three Months           Year
					    Ended               Ended
				     March 29,    March 30,    Dec. 28,
				       1997          1996        1996

Gross credit revenues                $  1,229     $  1,077     $  4,454
Funding costs on securitized
 receivables                             (108)         (78)        (348)
Net credit revenues                  $  1,121     $    999     $  4,106

Gross credit card receivables
 delinquent sixty days or more          5.65%        4.74%        5.43%
Net credit charge-offs to average
 gross credit card receivables          5.17%        3.66%        4.24%
Allowance for uncollectible accounts
 as a percentage of owned credit
 card receivables                       3.81%        3.97%        3.63%
</TABLE>
					 
The 14.1% growth in gross domestic credit revenues for the
three-month periods reflected higher owned receivable balances
resulting from strong merchandise sales and the positive impact
of uniform pricing.  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 $50 million 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 first quarter was 24.6% versus 24.4% 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. 

Selling and administrative expense as a percentage of revenues
for domestic operations improved to 21.4% in the first quarter
of 1997 from 21.8%.  First quarter 1997 selling and
administrative expense was reduced by $31 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 20 basis point decrease resulted from the strong
revenue performance coupled with continued emphasis on
controlling expenses and leveraging the fixed cost base. 

Domestic operations depreciation and amortization expense was
$165 million in the first quarter, an increase of $23 million
from the comparable 1996 period.  The increase reflects the
continuation of the Company's store remodeling program and the
off-the-mall store expansion.


<PAGE>
				    -11-

		      ITEM 2. - SEARS, ROEBUCK AND CO.
	      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		    CONDITION AND RESULTS OF OPERATIONS
       THREE-MONTH PERIOD ENDED MARCH 29, 1997 AND MARCH 30, 1996


The allowance for uncollectible accounts for owned domestic
credit card receivables was $761 million and $748 million at
March 29, 1997 and March 30, 1996, respectively.  The domestic
provision for uncollectible accounts was $269 million in the
first quarter, an 18.9% increase from the same period last year.
The 1997 provision for uncollectible accounts was reduced by
$82 million 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 54.9%.  The increase is primarily 
attributable to the 56.4% rise in
net charge-offs 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 funding costs were as follows:
<TABLE>
<CAPTION>
						   Three Months Ended
						March 29,       March 30,
(millions)                                        1997            1996
<S>                                                <C>             <C>
Interest expense                                 $  311          $  307
Funding costs on securitized receivables (1)        108              78
Total funding costs                              $  419          $  385

<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
improved from 5.3% in 1996 to 5.2% in 1997.  The improvement was
attributable to the strong domestic revenue performance
partially offset by the increase in funding costs.  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.

On April 9, 1997, the Company filed a voluntary nation-wide
restitution plan (the "Plan") with the United States Bankruptcy
Court for the District of Massachusetts (the "Court") to remedy
certain bankruptcy collection practices relating to
reaffirmation agreements with the Company's bankrupt credit-card
holders that were not filed from 1992 through April 1, 1997. 
Under the Plan, the Company will move expeditiously to identify
all debtors with unfiled reaffirmation agreements during the
period and remit to them all amounts paid pursuant to such
agreements, plus interest and a $100 gift certificate. 
Subsequently on April 10, 1997, the Company was served with a
class-action complaint filed by certain bankrupt credit-card
holders of the Company with the Court relating to these
collection practices.  The Company is not able to estimate the
cost of this matter at this time, therefore no provision has
been recorded in the first quarter.  The cost of this matter may
be material to operating results.  Also, this matter will have an
adverse impact on credit card charge-offs and the provision for
uncollectible accounts in subsequent periods.  See Note 6 for
further discussion. 

 
<PAGE> 
				    -12-

		       ITEM 2. - SEARS, ROEBUCK AND CO.
	      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		     CONDITION AND RESULTS OF OPERATIONS
       THREE-MONTH PERIOD ENDED MARCH 29, 1997 AND MARCH 30, 1996


International Operations

As a result of the recent announcement regarding the strategic
alliance between the Company and Grupo Carso S.A. de C.V., the
Company recorded the sale of 60 percent of the outstanding shares of
Sears, Roebuck de Mexico, S.A. de C.V. ("Sears Mexico") in the
first quarter of 1997.  The transaction will reduce the
Company's ownership in Sears Mexico to 15.5 percent.  Proceeds
from the sale were $103 million and resulted in a loss of $21
million recorded in the consolidated statements of income as
other income (loss) and tax expense of $15 million for a net
after-tax loss of $36 million.  Excluding the impact of this
transaction, the Company's consolidated effective tax rate would
have been 40.7% versus 47.4% in the first quarter.

International revenues for the first quarter of 1997 increased
7.6% from the same period a year ago.  Revenues were up 8.0% at
Sears Canada and 5.3% at Sears Mexico.  Sears Canada revenues
improved due to the strong merchandise sales at retail stores.

Gross margins as a percentage of merchandise sales and services
increased to 23.6% in the first quarter from 20.0% in 1996. 
Sears Canada gross margin rates improved substantially in 1997
reflecting reduced logistics costs and lower markdown rates.

Selling and administrative expense as a percentage of total
revenues increased to 23.2% in 1997 from 22.8% in the first
quarter of 1996.  The increase was attributable to Sears Mexico
which experienced higher marketing costs in the current year
period.  Selling and administrative expense as a percentage of
revenue decreased at Sears Canada in the first quarter of 1997
due to cost containment initiatives coupled with revenue growth.

	
Financial Condition

As of March 29, 1997, domestic merchandise inventories on the
first-in, first-out (FIFO) basis were $5.27 billion, compared
with $4.69 billion at March 30, 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, the provision for uncollectible accounts, changes
in receivables, inventories and deferred taxes.

Net cash used in the Company's operating activities totaled
$266 million for the first three months of 1997, compared to net
cash used of $76 million for the same period in 1996.  The
larger use of operating net cash was primarily due to a decrease
in operating liabilities, an increase in operating assets, and a
smaller reduction in receivables from prior year.




<PAGE>
				     -13-

		       ITEM 2. - SEARS, ROEBUCK AND CO.
	     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		      CONDITION AND RESULTS OF OPERATIONS
	 THREE-MONTH PERIOD ENDED MARCH 29, 1997 AND MARCH 30, 1996


Net cash used in investing activities totaled $268 million for
the first three months of 1997 compared to $217 million in 1996.
 The increase in net cash used resulted from 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
$159 million in the first quarter of 1997 as compared to $222
million in 1996.

Net cash provided by financing activities totaled $122 million
for the first three months of 1997 as compared to $511 million
in 1996.  The decrease in net cash provided by financing
activities resulted from lower funding requirements in 1997
attributable to the favorable year-end cash position.



<PAGE>


				   -14-

		       PART II.  OTHER INFORMATION


Item 1. Legal Proceedings

	In connection with a case pending before the United States
	Bankruptcy Court for the District of Massachusetts (the "Court")
	involving an individual debtor, on April 9, 1997, the Company
	filed a voluntary nationwide restitution plan with the Court to
	remedy certain bankruptcy collection practices relating to
	reaffirmation agreements with the Company's bankrupt credit-card
	holders that were not filed with federal bankruptcy courts from
	1992 through April 1, 1997 (the "Plan").  In bankruptcy
	proceedings under Chapter 7 of the United States Bankruptcy Code
	(the "Code"), a debtor may generally agree to repay his or her
	debts to creditors, but any such reaffirmations must be filed with
	the bankruptcy court to be valid.  The Plan contemplates that the
	Company would expeditiously identify all debtors with
	unfiled reaffirmation agreements during that period and remit to
	them all amounts paid pursuant to such agreements, with interest.
	In addition, the Company would send them a $100 gift certificate.

	Subsequent to the Company's filing of the Plan with the Court,
	the Company was served with two complaints, purporting to represent
	a nationwide class, filed by certain bankrupt credit-card holders
	of the Company with the Court on March 31, 1997 and April 7, 1997.
	The complaints allege that the Company obtained payments
	from these debtors under reaffirmation agreements that were not
	filed with federal bankruptcy courts in violation of the Code and
	certain state consumer fraud statutes.  The complaints seek a refund
	of all amounts paid by debtors under these agreements, punitive
	damages and attorneys' fees and expenses.  The Attorneys General for
	the States of Massachusetts and Missouri are also investigating the
	subject matter of these complaints.  The Company expects that other
	States Attorneys General will become involved.  The Court has
	provisionally certified the class for settlement purposes only.  At
	a hearing before the Court, the Company and the class action
	plaintiffs agreed to work towards a settlement of these matters,
	together with the States Attorneys General and the United States
	Bankruptcy Trustee, between now and the parties' next scheduled
	appearance before the Court on June 5, 1997.  No assurances can
	be made, however, as to the terms, if any, upon which such a
	settlement might be reached.

	On April 16, 1997, the Court issued an order in the individual debtor
	case referred to above requiring the Company to reimburse the debtor
	$236 and referring the facts and circumstances of the case to the
	United States Attorney for the District of Massachusetts (the "U.S.
	Attorney") for investigation of potential criminal activity.  The U.S.
	Attorney has filed a civil complaint against the Company enjoining
	it on a nationwide basis from the bankruptcy collection practices
	referred to above, ordering the Company to identify all debtors
	nationwide who were the subject of these practices from January 1,
	1992 to date, and setting forth specific time periods and
	methodologies for the collection of this data.  The Company has
	consented to the entry of this order and is cooperating fully to
	obtain a prompt resolution.

	Although management is unable at this time to estimate the impact of
	the resolution of the foregoing matters and therefore has not yet
	recorded a provision for them, management believes that these matters
	could have a material effect on the annual results of operations of
	the Company.

	In mid-April, several stockholders of the Company, purporting to
	represent a class, filed complaints against the Company and certain
	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 complaints seek
	unspecified damages and attorneys' fees and expenses.  The Company
	intends to defend these cases vigorously.


<PAGE>
				       -15-

			  
			  PART II.  OTHER INFORMATION


	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.


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.

	    Registrant filed a Current Report on Form 8-K dated
	    January 7, 1997 (Item 5) and January 23, 1997 (Items 5
	    and 7, containing Consolidated Statements of Income
	    and Supplementary Domestic Operations Information).




<PAGE>
				    -16-

				  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)







       April 17, 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 MARCH 29, 1997



Exhibit No.

    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.       Registrant's Deferred Compensation Plan for Directors, as
	     amended and restated on February 4, 1997.

	
	   
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 three- and twelve-month periods ended March 29, 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 twelve-month period
	     ended March 29, 1997.

   15.       Acknowledgment of awareness from Deloitte & Touche LLP,
	     dated April 17, 1997, concerning unaudited interim
	     financial information.

   27.       Financial Data Schedule.