As filed with the Securities and Exchange Commission
                            on October 17, 1997
                                                Registration No. 333-_____
                                                                           

                                                                           

                  


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                          _______________________
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        The Securities Act of 1933

                          ______________________

                           SEARS, ROEBUCK AND CO.
          (Exact name of registrant as specified in its charter)


New York                                          36-1750680
(State or other jurisdiction of    (I.R.S. Employer Identification No.)
incorporation or organization)

                             3333 Beverly Road
                     Hoffman Estates, Illinois  60179
                 (Address of principal executive offices)


                      Associate Stock Ownership Plan
                         (Full title of the plan)


                             Michael D. Levin
           Senior Vice President, General Counsel and Secretary
                           Sears, Roebuck and Co.
                             3333 Beverly Road
                     Hoffman Estates, Illinois  60179
                              (847) 286-2500
                   (Name, address and telephone number,
                including area code, of agent for service)


                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
___________________________________________________________________________
                                   Proposed    Proposed
 Title of    Amount to be          maximum    maximum aggregate  Amount of
securities    registered           offering   offering price     registration 
   to be                           price per                       fee
registered (1)                     share
__________________________________________________________________________
<S>             <C>               <C>       <C>                 <C> 
Common Shares,  10,000,000 shares $50.50(2) $505,000,000.00(2)   $153,030.30
$.75 par value
___________________________________________________________________________
<FN>
(1)     In addition, pursuant to Rule 416(c) under the Securities Act of
        1933, this registration statement also covers an indeterminate
        amount of interests to be sold pursuant to the employee benefit
        plan described herein. 

(2)     Estimated solely for the purpose of calculating the registration
        fee and, pursuant to Rules 457(h)(1) and 457(c) under the
        Securities Act of 1933, based upon the average of the high and low
        sale prices of the Common Stock of the Registrant on the New York
        Stock Exchange on October 16, 1997.
</TABLE>
                    PART II  INFORMATION REQUIRED IN THE
                          REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference

                The following documents heretofore filed with the
Securities and Exchange Commission (the "Commission") by Sears, Roebuck and
Co. (the "Company") are incorporated herein by reference: 

                (a)      The Company's Annual Report on Form 10-K for the
year ended December 28, 1996 (the "1996 Annual Report"). 

                (b)      All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since December 28, 1996. 

                (c)      The description of the Company's common shares,
par value $.75 per share (the "Common Stock"), which is contained in Item 5
of the 1996 Annual Report, including any subsequent amendment or any report
filed for the purpose of updating such description. 

                All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act and all documents filed by
the Associate Stock Ownership Plan pursuant to Section 15(d) of the
Exchange Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred
to as "Incorporated Documents"). 

Item 4.  Description of Securities

                Not applicable.

Item 5.  Interests of Named Experts and Counsel

                Not applicable. 

Item 6.  Indemnification of Directors and Officers

                The Company is a New York corporation.  Sections 721
through 724 of the New York Business Corporation Law ("BCL") provide that
in certain circumstances a corporation may indemnify directors and officers
against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees, actually and necessarily incurred as a
result  of any action or proceeding by or in the right of any other
corporation which such directors or officers served in any capacity at the
request of the Company, if such director or officer (i) acted in good faith
for a purpose which he or she reasonably believed not to be opposed to the
best interests of the Company and (ii) in criminal actions or proceedings,
had no reasonable cause to believe that his or her conduct was unlawful;
provided, however, that no indemnification may be made to or on behalf of
any director or officer if a judgment or other final adjudication adverse
to the director or officer establishes that his or her acts were committed
in bad faith or were the result of active and deliberate dishonesty and
were material to the cause of action so adjudicated, or that he or she
personally gained in fact a financial profit or other advantage to which he
or she was not legally entitled.  A corporation is required to indemnify
against reasonable expenses (including attorneys' fees) any director or
officer who successfully defends any such actions.  The foregoing
statements are subject to the detailed provisions of the BCL. 

                Article V of the by-laws of the Company provides that the
Company shall indemnify to the full extent permitted by law, any person
made, or threatened to be made, a party to, or who is otherwise involved
in, any action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such person or his testator or
intestate, while a director or officer of the Company and at the request of
the Company, is or was serving another corporation in any capacity, against
judgments, fines, amounts paid in settlement and all expenses, including
attorneys' fees, actually incurred as a result of such action.  Article V
states that the indemnification benefits provided thereby are contract
rights, enforceable as if set forth in a written contract. 

                The Company has in effect insurance policies in the amount
of $100 million covering all of the Company's directors and officers in
certain instances where by law they may not be indemnified by the Company. 

Item 7.  Exemption from Registration Claimed

                Not applicable.

Item 8.  Exhibits

                The Exhibits accompanying this Registration Statement are
listed on the accompanying Exhibit Index. 

Item 9.  Undertakings

                (a)      The undersigned registrant hereby undertakes:

                (1)      To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement:

                         (i)     To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities
Act");

                         (ii)    To reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set
forth in this Registration Statement.  Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and
any deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and

                         (iii)   To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;

        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.

                (2)      That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                (3)      To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

                (b)      The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act,  each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act and each filing of the Associate Stock
Ownership Plan's annual report pursuant to Section 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                (c)      Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

                                SIGNATURES

                The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Village of
Hoffman Estates, State of Illinois, on this 17th day of October, 1997. 

                                         SEARS, ROEBUCK AND CO.


                                         By:/s/ALAN J. LACY* 
                                         Name: Alan J. Lacy 
                                         Title:Executive Vice
                                         President and Chief
                                         Financial Officer
                                              
                Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following persons
in the capacities indicated on this 17th day of October, 1997. 
                                                                          
/s/ARTHUR C. MARTINEZ*   Director, Chairman of the Board of Directors,
Arthur C. Martinez       President and Chief Executive Officer
                         (Principal Executive Officer)

/s/ALAN J. LACY*         Executive Vice President and Chief Financial
Alan J. Lacy             Officer (Principal Financial Officer)

/s/JAMES A. BLANDA*      Vice President and Controller
James A. Blanda          (Principal Accounting Officer)

/s/HALL ADAMS, JR.*      Director
Hall Adams, Jr.

/s/WARREN L. BATTS*      Director
Warren L. Batts

/s/ALSTON D. CORRELL, JR.*  Director
Alston D. Correll, Jr.

/s/MICHAEL A. MILES*     Director
Michael A. Miles

/s/RICHARD C. NOTEBAERT* Director
Richard C. Notebaert

/s/PATRICK G. RYAN*      Director
Patrick G. Ryan
/s/HUGH B. PRICE*        Director
Hugh B. Price

/s/CLARENCE B. ROGERS, Jr.*  Director
Clarence B. Rogers, Jr.

/s/DONALD H. RUMSFELD*   Director
Donald H. Rumsfeld

/s/DOROTHY A. TERRELL*   Director
Dorothy A. Terrell


By: /s/ALAN J. LACY
       Alan J. Lacy
       Attorney-In-Fact

                The Plan.  Pursuant to the requirements
of the Securities Act of 1933, the Administration Committee administering the
Associate Stock Ownership Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
Village of Hoffman Estates, State of Illinois on this 17th day of
October, 1997.




                                         ASSOCIATE STOCK OWNERSHIP PLAN


                                         By:/s/MICHAEL D. LEVIN
                                            Michael D. Levin
                                            Member of the Administration
                                            Committee

          INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8


Exhibit
Number  Description of Exhibit

 4(a)   Restated Certificate of Incorporation of the Company, as amended
        to May 13, 1996 (incorporated by reference to Exhibit 3(a)to the
        Company's Registration Statement, Registration No. 333-8141). 

*4(b)   By-Laws of the Company, as amended to August 13, 1997. 

*4(c)   Associate Stock Ownership Plan, as amended and restated. 

*5      Opinion of Nancy K. Bellis. 

*15     Acknowledgment of Awareness from Deloitte & Touche LLP concerning
        Unaudited Interim Financial Information. 

*23(a)  Consent of Nancy K. Bellis (included in the opinion filed as
        Exhibit 5). 

*23(b)  Consent of Deloitte & Touche LLP. 

*24     Powers of Attorney. 
________________________________
*  Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "ASSOCIATE STOCK OPTION PLAN REGISTRATION STATEMENT", "secsgml_size_bytes": 15851}]
{"company-data": {"conformed-name": "SEARS ROEBUCK & CO", "cik": "0000319256", "assigned-sic": "5311", "irs-number": "361750680", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38131", "film-number": "97697351"}, "business-address": {"street1": "3333 BEVERLY RD  B-5 317A", "city": "HOFFMAN ESTATES", "state": "IL", "zip": "60179", "phone": "7082862500"}, "mail-address": {"street1": "3333 BEVERLY RD  B-5 317A", "city": "HOFFMAN ESTATES", "state": "IL", "zip": "60179"}}
As filed with the Securities and Exchange Commission
                            on October 17, 1997
                                                Registration No. 333-_____
                                                                           

                                                                           

                  

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                          _______________________
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        The Securities Act of 1933

                          ______________________

                           SEARS, ROEBUCK AND CO.
          (Exact name of registrant as specified in its charter)

New York                                          36-1750680
(State or other jurisdiction of    (I.R.S. Employer Identification No.)
incorporation or organization)

                             3333 Beverly Road
                     Hoffman Estates, Illinois  60179
                 (Address of principal executive offices)

                      Associate Stock Ownership Plan
                         (Full title of the plan)

                             Michael D. Levin
           Senior Vice President, General Counsel and Secretary
                           Sears, Roebuck and Co.
                             3333 Beverly Road
                     Hoffman Estates, Illinois  60179
                              (847) 286-2500
                   (Name, address and telephone number,
                including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
                                   Proposed    Proposed
 Title of    Amount to be          maximum    maximum aggregate  Amount of
securities    registered           offering   offering price     registration 
   to be                           price per                       fee
registered (1)                     share
__________________________________________________________________________
Common Shares,  10,000,000 shares $50.50(2) $505,000,000.00(2)   $153,030.30
$.75 par value
___________________________________________________________________________
(1)     In addition, pursuant to Rule 416(c) under the Securities Act of
        1933, this registration statement also covers an indeterminate
        amount of interests to be sold pursuant to the employee benefit
        plan described herein. 

(2)     Estimated solely for the purpose of calculating the registration
        fee and, pursuant to Rules 457(h)(1) and 457(c) under the
        Securities Act of 1933, based upon the average of the high and low
        sale prices of the Common Stock of the Registrant on the New York
        Stock Exchange on October 16, 1997.
PART II  INFORMATION REQUIRED IN THE
                          REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

                The following documents heretofore filed with the
Securities and Exchange Commission (the "Commission") by Sears, Roebuck and
Co. (the "Company") are incorporated herein by reference: 

                (a)      The Company's Annual Report on Form 10-K for the
year ended December 28, 1996 (the "1996 Annual Report"). 

                (b)      All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since December 28, 1996. 

                (c)      The description of the Company's common shares,
par value $.75 per share (the "Common Stock"), which is contained in Item 5
of the 1996 Annual Report, including any subsequent amendment or any report
filed for the purpose of updating such description. 

                All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act and all documents filed by
the Associate Stock Ownership Plan pursuant to Section 15(d) of the
Exchange Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred
to as "Incorporated Documents"). 

Item 4.  Description of Securities

                Not applicable.

Item 5.  Interests of Named Experts and Counsel

                Not applicable. 

Item 6.  Indemnification of Directors and Officers

                The Company is a New York corporation.  Sections 721
through 724 of the New York Business Corporation Law ("BCL") provide that
in certain circumstances a corporation may indemnify directors and officers
against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees, actually and necessarily incurred as a
result  of any action or proceeding by or in the right of any other
corporation which such directors or officers served in any capacity at the
request of the Company, if such director or officer (i) acted in good faith
for a purpose which he or she reasonably believed not to be opposed to the
best interests of the Company and (ii) in criminal actions or proceedings,
had no reasonable cause to believe that his or her conduct was unlawful;
provided, however, that no indemnification may be made to or on behalf of
any director or officer if a judgment or other final adjudication adverse
to the director or officer establishes that his or her acts were committed
in bad faith or were the result of active and deliberate dishonesty and
were material to the cause of action so adjudicated, or that he or she
personally gained in fact a financial profit or other advantage to which he
or she was not legally entitled.  A corporation is required to indemnify
against reasonable expenses (including attorneys' fees) any director or
officer who successfully defends any such actions.  The foregoing
statements are subject to the detailed provisions of the BCL. 

                Article V of the by-laws of the Company provides that the
Company shall indemnify to the full extent permitted by law, any person
made, or threatened to be made, a party to, or who is otherwise involved
in, any action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such person or his testator or
intestate, while a director or officer of the Company and at the request of
the Company, is or was serving another corporation in any capacity, against
judgments, fines, amounts paid in settlement and all expenses, including
attorneys' fees, actually incurred as a result of such action.  Article V
states that the indemnification benefits provided thereby are contract
rights, enforceable as if set forth in a written contract. 

                The Company has in effect insurance policies in the amount
of $100 million covering all of the Company's directors and officers in
certain instances where by law they may not be indemnified by the Company. 

Item 7.  Exemption from Registration Claimed

                Not applicable.

Item 8.  Exhibits

                The Exhibits accompanying this Registration Statement are
listed on the accompanying Exhibit Index. 

Item 9.  Undertakings

                (a)      The undersigned registrant hereby undertakes:

                (1)      To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement:

                         (i)     To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities
Act");

                         (ii)    To reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set
forth in this Registration Statement.  Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and
any deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and

                         (iii)   To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;

        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.

                (2)      That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                (3)      To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

                (b)      The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act,  each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act and each filing of the Associate Stock
Ownership Plan's annual report pursuant to Section 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                (c)      Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

                                SIGNATURES

                The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Village of
Hoffman Estates, State of Illinois, on this 17th day of October, 1997. 

                                         SEARS, ROEBUCK AND CO.

                                         By:/s/ALAN J. LACY* 
                                         Name: Alan J. Lacy 
                                         Title:Executive Vice
                                         President and Chief
                                         Financial Officer
                                              
                Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following persons
in the capacities indicated on this 17th day of October, 1997. 
                                                                          
/s/ARTHUR C. MARTINEZ*   Director, Chairman of the Board of Directors,
Arthur C. Martinez       President and Chief Executive Officer
                         (Principal Executive Officer)

/s/ALAN J. LACY*         Executive Vice President and Chief Financial
Alan J. Lacy             Officer (Principal Financial Officer)

/s/JAMES A. BLANDA*      Vice President and Controller
James A. Blanda          (Principal Accounting Officer)

/s/HALL ADAMS, JR.*      Director
Hall Adams, Jr.

/s/WARREN L. BATTS*      Director
Warren L. Batts

/s/ALSTON D. CORRELL, JR.*  Director
Alston D. Correll, Jr.

/s/MICHAEL A. MILES*     Director
Michael A. Miles

/s/RICHARD C. NOTEBAERT* Director
Richard C. Notebaert

/s/PATRICK G. RYAN*      Director
Patrick G. Ryan
/s/HUGH B. PRICE*        Director
Hugh B. Price

/s/CLARENCE B. ROGERS, Jr.*  Director
Clarence B. Rogers, Jr.

/s/DONALD H. RUMSFELD*   Director
Donald H. Rumsfeld

/s/DOROTHY A. TERRELL*   Director
Dorothy A. Terrell

By: /s/ALAN J. LACY
       Alan J. Lacy
       Attorney-In-Fact

                The Plan.  Pursuant to the requirements
of the Securities Act of 1933, the Administration Committee administering the
Associate Stock Ownership Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
Village of Hoffman Estates, State of Illinois on this 17th day of
October, 1997.

                                         ASSOCIATE STOCK OWNERSHIP PLAN

                                         By:/s/MICHAEL D. LEVIN
                                            Michael D. Levin
                                            Member of the Administration
                                            Committee

          INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

Exhibit
Number  Description of Exhibit

 4(a)   Restated Certificate of Incorporation of the Company, as amended
        to May 13, 1996 (incorporated by reference to Exhibit 3(a)to the
        Company's Registration Statement, Registration No. 333-8141). 

*4(b)   By-Laws of the Company, as amended to August 13, 1997. 

*4(c)   Associate Stock Ownership Plan, as amended and restated. 

*5      Opinion of Nancy K. Bellis. 

*15     Acknowledgment of Awareness from Deloitte & Touche LLP concerning
        Unaudited Interim Financial Information. 

*23(a)  Consent of Nancy K. Bellis (included in the opinion filed as
        Exhibit 5). 

*23(b)  Consent of Deloitte & Touche LLP. 

*24     Powers of Attorney. 
________________________________
*  Filed herewith.