As filed with the Securities and Exchange Commission on December 6, 1995
Registration No. 33-



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
(State or other jurisdiction of  incorporation or  organization)

36-1750680
(I.R.S. employer identification no.)

                              

3333 Beverly Road
Hoffman Estates, Illinois  60179    
708/286-2500
(Address of principal executive offices)

Sears, Roebuck and Co. Deferred Compensation Plan
(Full title of the Plan)

David Shute, Esq.
Senior Vice President, Law, and Corporate Secretary
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, IL  60179
(708) 286-2500
(Name and address, including zip code, and telephone number,  including
area code, of agent for service)

CALCULATION OF REGISTRATION FEE


Title of securities to be registered:  Deferred Compensation Obligations

Amount to be registered (1): $15,000,000

Proposed Maximum offering price per unit:  (1)

Proposed maximum aggregate offering price:  $15,000,000

Amount of registration fee:  $5,172.42(2)
 
(1) The Deferred Compensation Obligations are unsecured obligations of 
Sears, Roebuck and Co. to pay deferred compensation in the future in 
accordance with the terms of the Sears, Roebuck and Co. Deferred
Compensation Plan.  The Deferred Compensation Obligations being
registered represent the maximum amount of compensation deferrals which,
it is anticipated, may be made by Participants in the Plan during the
approximate 12 month period following the initial offering date under
this Registration Statement and the filing fee has been calculated
pursuant to Rule 457(h) based thereon.

(2) Computed in accordance with Rule 457(h) under the Securities Act of
1933,  as amended (the "Securities Act"), solely for the purpose of
calculating  the registration fee.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act").  These documents and the documents incorporated by
reference into this registration statement pursuant to Item 3 of Part II
of this registration statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act. 


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents filed by Sears, Roebuck and Co. ("Sears") with
the Securities and Exchange Commission ("Commission") are incorporated
in and made a part of this Registration Statement by reference, except
to the extent that any statement or information therein is modified,
superseded or replaced by a statement or information contained in any
other subsequently filed document incorporated herein by reference: (1)
Sears annual report on Form 10-K for the fiscal year ended December 31, 
1994;  (2) Sears Current Reports on Form 8-K for January 17,  February
7,  April 20,  April 25, May 15 (as amended by Amendment No. 1),  June
1, June 20 and November 8,  1995;  (3) Sears Quarterly Reports on Form
10-Q for the quarters ended April 1, July 1 and September 30,  1995; 
and (4) from the date of filing of such documents, all documents filed
by Sears with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 ("Exchange Act") subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment to the Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold.

Item 4.   Description of Securities.

The following description of the Sears, Roebuck and Co. Deferred
Compensation Plan (the "Plan") is qualified by reference to the exhibits
that are a part of this Registration Statement.  Capitalized terms used
in this Registration Statement and not otherwise defined herein are
defined in the Plan.

Under the Plan, Sears will provide eligible employees of  Sears and its
affiliates with the opportunity to elect to defer a specified percentage
of their future cash compensation.  The Deferred Compensation
Obligations of  Sears under the Plan (the "Obligations") will be
unsecured general obligations of  Sears to pay the compensation deferred
in accordance with the terms of the Plan, and will rank equally with
other unsecured and unsubordinated indebtedness of Sears from time to
time outstanding payable from the general assets of Sears.  Because
Sears  has subsidiary companies, the right of Sears, and hence the right
of creditors of Sears (including participants in the Plan), to
participate in a distribution of the assets of a subsidiary upon its
liquidation or reorganization or otherwise, necessarily is subject to
the prior claims of creditors of the subsidiary, except to the extent
that claims of Sears itself as a creditor may be recognized.

The amount of compensation to be deferred by each participant (the
"Deferral Account") will be determined in accordance with the Plan based
on elections by the participant.  Each Deferral Account generally will
be payable upon termination of employment or on a date selected by the
participant in accordance with the terms of the Plan.  The Deferral
Account will be indexed to one or more investment indices (which, among
others, include an index that tracks the market performance of and
dividends declared on Sears common shares, par value $.75 per share)
chosen by each participant from a list of such investment indices.  Each
Deferral Account will be adjusted to reflect the investment experience
of the selected investment index or indices, including any appreciation
or depreciation.  The Obligations will be denominated and payable in
United States dollars.  The Plan is unfunded, and amounts credited to
Deferral Accounts are part of the general funds of Sears, are subject to
all the risks of Sears business, and may be deposited, invested or
expended in any manner whatsoever by Sears.

Benefits under the Plan are not subject to assignment, transfer, pledge
or other encumbrance or attachment other than by operation of law.  A
Participant may designate persons or entities to receive any balance in
his/her Deferral Account and interest thereon, payable in the event of
death.  

The Obligations are not subject to redemption, in whole or in part,
prior to the individual payment dates specified by the participant, at
the option of Sears, or through operation of a mandatory or optional
sinking fund or analogous provision, although the Obligations could be
redeemed in the case of termination of the Plan.  Sears reserves the
right to amend or terminate the Plan at any time, except that no such
amendment or termination shall reduce the amount of compensation
deferred or any interest thereon up to and including the end of the
month in which such action is taken.  Generally, the Obligations will be
paid in cash upon the participant's separation from service with Sears
or its affiliates except in case of hardship or an optional, one-time
in-service withdrawal if elected by the participant.

The Obligations are not convertible into another security of Sears.  The
Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of Sears.  No trustee has
been appointed having the authority to take action with respect to the
Obligations, and each participant will be responsible for acting
independently with respect to, among other things, the giving of
notices, responding to any request for consents, waivers, or amendments
pertaining to the Obligations, enforcing covenants, and taking action
upon a default.


Item 5.  Interests of Named Experts and Counsel.

The validity of the Obligations issuable under the Plan has been passed
upon for Sears by Venrice R. Palmer, Esq., Senior Counsel, Corporate Law
Department, of Sears.  At October 31, 1995, Mr. Palmer owned 235 Sears
common shares credited to his account in The Savings and Profit Sharing
Fund of Sears Employees and had options granted under Sears employee
stock plans relating to 3545 common  shares.


Item 6.  Indemnification of Directors and Officers.

The New York Business Corporation Law ("BCL") and the By-Laws of Sears
generally provide for the indemnification of any director or officer of
Sears who is or is threatened to be made a party to any action because
such person is or was a director or officer of Sears, or because such
person served another enterprise (including the Plan) at the request of
Sears, against judgments, fines, amounts paid in settlement and expenses
(including attorneys' fees) in connection with such action, as limited
by the BCL and the By-Laws in certain circumstances depending upon the
type of conduct involved and the nature of the action. 

The BCL authorizes Sears to purchase indemnification insurance.  Sears
has in effect insurance policies with total coverage of  $100,000,000 
(subject to a deductible) which insure directors and officers of Sears
and of certain other entities against certain claims which are not
indemnifiable by Sears.  

Sears also has in effect insurance policies with total coverage of 
$75,000,000  (subject to a deductible) which provide for the payment by
the insurer of amounts, excluding certain fines and penalties which are
legally uninsurable and certain other matters, which Sears, certain
other entities or their officers, directors or employees become
obligated to pay by reason of any claim based upon an act or omission in
the management or administration of certain employee benefit plans
(including the Plan sponsored by Sears and certain subsidiaries of
Sears. 

Item 8.  Exhibits.


The exhibits to this Registration Statement are listed in the Exhibit
Index on page E-1, which Exhibit Index is hereby incorporated herein by
reference.


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;

          (ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the Registration Statement;

          (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any  material change to such information in the
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 the periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

     (2) That, for the purpose of determining any liability under the
Securities Act  of 1933, 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 of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the 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 of 1933 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 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 Act and will be governed by the final adjudication of
such issue.

<PAGE>
SIGNATURES


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 Hoffman Estates, State of 
Illinois, on  this 6th day of December, 1995.



SEARS, ROEBUCK AND CO.


By:   /s/ DAVID SHUTE
          David Shute
          Senior  Vice President, Law, and Corporate Secretary


Pursuant to the requirements of the Securities Act of 1933, this
Registrant Statement has been signed by the following persons in the
capacities and on the date indicated.

Name    Title

/s/ ARTHUR C. MARTINEZ
Arthur C. Martinez                           

Director, Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer)

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

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


/S/ HALL ADAMS, JR.
Hall Adams, Jr. 
Director


/S/ WARREN L. BATTS
Warren L. Batts
Director


/S/  JAMES W. COZAD
James W. Cozad
Director


/S/ WILLIAM E. LAMOTHE
William E. LaMothe
Director



/S/ MICHAEL A. MILES
Michael A. Miles 
Director


/S/ NANCY C. REYNOLDS
Nancy C. Reynolds
Director


/S/ CLARENCE B. ROGERS, JR.
Clarence B. Rogers, Jr.
Director


/S/ DONALD H. RUMSFELD
Donald H. Rumsfeld
Director


Date:  December 6, 1995


<PAGE>

EXHIBIT INDEX

                

Exhibit No.             Description of Document


4.1     Sears, Roebuck and Co. Deferred Compensation Plan, as amended
and restated on December 4, 1995

4.2     Sears, Roebuck and Co. Deferred Compensation Plan election forms
for 1996.

5       Opinion of Venrice R. Palmer, Esq.

15      Acknowledgment of Deloitte & Touche LLP concerning unaudited
interim financial information

23.1    Consent of Deloitte & Touche LLP.

23.2    Consent of  Venrice R. Palmer,  Esq.  (included in the opinion
filed as Exhibit No. 5).

24.1    Power of Attorney of certain directors and officers of the
Registrant.

24.2     Power of Attorney of principal financial officer of the
Registrant.

28       Information from reports furnished to state insurance
authorities [Incorporated by reference to Exhibit 28 to Annual Report on
Form 10-K of The Allstate Corporation for the fiscal year ended December
31, 1994 (SEC File No. 1-11840)]

<PAGE>
EXHIBIT 5



SEARS, ROEBUCK AND CO.
3333 BEVERLY ROAD
HOFFMAN ESTATES, ILLINOIS  60179



Venrice R. Palmer
Corporate Law Department
Senior Counsel
708/286-9238
Facsimile 708/286-0959

December 6, 1995

Board of Directors 
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois  60179

Ladies and Gentlemen:

I have acted as counsel for Sears, Roebuck and Co. (the "Company")  in
connection with the registration on Form S-8 (the "Registration
Statement")  of $15,000,000 of the Company's deferred compensation
obligations (the  "Obligations"), which are issuable under the Sears,
Roebuck and Co. Deferred Compensation Plan (the "Plan"), as amended and
restated on December 4, 1995.

On the basis of such investigation as I deemed necessary, I am of the
opinion that:

(1) the Company has been duly incorporated and is validly existing under
the laws of the State of New York; and

(2) the Obligations have been duly authorized and, when issued in 
accordance with the terms and conditions set forth in the Plan, will be
validly issued.

I hereby consent to the filing of this opinion as an Exhibit to the 
Registration Statement.

Very truly yours,



/s/VENRICE R. PALMER
Venrice R. Palmer
Senior Counsel

<PAGE>
Exhibit 15





Deloitte & Touche LLP                    Telephone:  (312) 946-3000
Two Prudential Plaza                     Facsimile:  (312) 946-2600
 180 North Stetson Avenue

Chicago, Illinois  60601-6779

December 4, 1995

Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois

We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited
interim financial information of Sears, Roebuck and Co. for the periods
ended April 1, 1995 and April 2, 1994, July 1, 1995 and July 2, 1994,
and September 30, 1995 and October 1, 1994, as indicated in our reports
dated May 15, 1995, August 14, 1995, and November 9, 1995, respectively;
because we did not perform an audit, we expressed no opinion on that
information.

We are aware that our reports referred to above, which were included in
your Quarterly Reports on Form 10-Q for the quarters ended April 1,
1995, July 1, 1995 and September 30, 1995, are being used in this
Registration Statement.

We are also aware that the aforementioned reports, pursuant to Rule
436(c) under the Securities Act of 1933, are not considered a part of
the Registration Statement prepared or certified by an accountant within
the meaning of Sections 7 and 11 of that Act.


/s/DELOITTE & TOUCHE LLP
Deloitte & Touche LLP



                 

Deloitte Touche
Tohmatsu
International

<PAGE>
Exhibit 23


Deloitte & Touche LLP                 Telephone:  (312) 946-3000
Two Prudential Plaza                  Facsimile:  (312) 946-2600
180 North Stetson Avenue
Chicago, Illinois  60601-6779


INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration
Statement of  the Sears, Roebuck and Co. Deferred Compensation Plan on
Form S-8 of our report dated February 24, 1995 (May 10, 1995 as to Note
4), which expresses an unqualified opinion and includes an explanatory
paragraph relating to the Company changing its accounting for
postretirement benefits in 1992, appearing in the Current Report on Form
8-K of Sears, Roebuck and Co. dated May 15, 1995.  We also consent to
the reference to us under the heading "Experts" in the Prospectus, which
is a part of this Registration Statement.


/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP

December 4, 1995

               

Deloitte Touche
Tohmatsu
International


<PAGE>
Exhibit 24.1


POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer, or both, of SEARS, ROEBUCK AND CO., a New York
corporation (the "Company"), does hereby constitute and appoint ARTHUR
C. MARTINEZ, RUSSELL S. DAVIS, DAVID SHUTE, JAMES A. BLANDA and ALICE M.
PETERSON, with full power to each of them to act alone, as the true and
lawful attorneys and agents of the undersigned, with full power of
substitution and resubstitution to each of said attorneys, to execute,
file or deliver any and all instruments and to do any and all acts and
things which said attorneys and agents, or any of them, deem advisable
to enable the Company to comply with the Securities Act of 1933, as
amended (the "Securities Act"), and any requirements or regulations of
the Securities and Exchange Commission in respect thereto, in connection
with the registration under said Securities Act of the estimated dollar
amount of deferrals under the Sears, Roebuck and Co. Deferred
Compensation Plan (the "Plan") which may be made by participants in the
Plan during the period from the effective date of said registration
statement to the effective date of the next registration statement
relating to deferrals under the Plan; including specifically, but
without limitation of the general authority hereby granted, the power
and authority to sign his or her name as a director or officer, or both,
of the Company, as indicated below opposite his or her signature, to the
registration statement, or any amendment, post-effective amendment or
papers supplemental thereto, to be filed in respect of said deferrals
and to the prospectus or any amendment, supplement or revision thereof,
which is a part of said registration statement or any amendment or post-
effective amendment to said registration statement, and each of the
undersigned does hereby fully ratify and confirm all that said attorneys
and agents, or any of them, or the substitute of any of them, shall do
or cause to be done by virtue hereof.


IN WITNESS WHEREOF, each of the undersigned has subscribed these
presents, this 11th day of August, 1995.

NAME   TITLE
/s/ ARTHUR C. MARTINEZ
Arthur C. Martinez                           
Director, Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer)


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


/S/ HALL ADAMS, JR.
Hall Adams, Jr. 
Director


/S/ WARREN L. BATTS
Warren L. Batts
Director


/S/  JAMES W. COZAD
James W. Cozad
Director


/S/ WILLIAM E. LAMOTHE
William E. LaMothe
Director



/S/ MICHAEL A. MILES
Michael A. Miles 
Director


/S/ NANCY C. REYNOLDS
Nancy C. Reynolds
Director


/S/ CLARENCE B. ROGERS, JR.
Clarence B. Rogers, Jr.
Director


/S/ DONALD H. RUMSFELD
Donald H. Rumsfeld
Director

<PAGE>

Exhibit 24.2


POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer of SEARS,
ROEBUCK AND CO., a New York corporation (the "Company"), does hereby
constitute and appoint ARTHUR C. MARTINEZ, RUSSELL S. DAVIS, DAVID
SHUTE, JAMES A. BLANDA and ALICE M. PETERSON, with full power to each of
them to act alone, as the true and lawful attorneys and agents of the
undersigned, with full power of substitution and resubstitution to each
of said attorneys, to execute, file or deliver any and all instruments
and to do any and all acts and things which said attorneys and agents,
or any of them, deem advisable to enable the Company to comply with the
Securities Act of 1933, as amended (the "Securities Act"), and any
requirements or regulations of the Securities and Exchange Commission in
respect thereto, in connection with the registration under said
Securities Act of the estimated dollar amount of deferrals under the
Sears, Roebuck and Co. Deferred Compensation Plan (the "Plan") which may
be made by participants in the Plan during the period from the effective
date of said registration statement to the effective date of the next
registration statement relating to deferrals under the Plan; including
specifically, but without limitation of the general authority hereby
granted, the power and authority to sign his name as an officer of the
Company to the registration statement, or any amendment, post-effective
amendment or papers supplemental thereto, to be filed in respect of said
deferrals and to the prospectus or any amendment, supplement or revision
thereof, which is a part of said registration statement or any amendment
or post-effective amendment to said registration statement, and the
undersigned does hereby fully ratify and confirm all that said attorneys
and agents, or any of them, or the substitute of any of them, shall do
or cause to be done by virtue hereof.


IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
26th day of September, 1995.


Name                                   TITLE


/S/ ALAN J. LACY
Alan J. Lacy                            
Executive Vice President and Chief Financial Officer 
(Principal Financial Officer)
[{"type": "S-8", "sequence": "1", "description": "DEFERRED COMPENSATION OBLIGATIONS", "secsgml_size_bytes": 24822}]
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As filed with the Securities and Exchange Commission on December 6, 1995
Registration No. 33-

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
(State or other jurisdiction of  incorporation or  organization)

36-1750680
(I.R.S. employer identification no.)

                              

3333 Beverly Road
Hoffman Estates, Illinois  60179    
708/286-2500
(Address of principal executive offices)

Sears, Roebuck and Co. Deferred Compensation Plan
(Full title of the Plan)

David Shute, Esq.
Senior Vice President, Law, and Corporate Secretary
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, IL  60179
(708) 286-2500
(Name and address, including zip code, and telephone number,  including
area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered:  Deferred Compensation Obligations

Amount to be registered (1): $15,000,000

Proposed Maximum offering price per unit:  (1)

Proposed maximum aggregate offering price:  $15,000,000

Amount of registration fee:  $5,172.42(2)
 
(1) The Deferred Compensation Obligations are unsecured obligations of 
Sears, Roebuck and Co. to pay deferred compensation in the future in 
accordance with the terms of the Sears, Roebuck and Co. Deferred
Compensation Plan.  The Deferred Compensation Obligations being
registered represent the maximum amount of compensation deferrals which,
it is anticipated, may be made by Participants in the Plan during the
approximate 12 month period following the initial offering date under
this Registration Statement and the filing fee has been calculated
pursuant to Rule 457(h) based thereon.

(2) Computed in accordance with Rule 457(h) under the Securities Act of
1933,  as amended (the "Securities Act"), solely for the purpose of
calculating  the registration fee.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act").  These documents and the documents incorporated by
reference into this registration statement pursuant to Item 3 of Part II
of this registration statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act. 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents filed by Sears, Roebuck and Co. ("Sears") with
the Securities and Exchange Commission ("Commission") are incorporated
in and made a part of this Registration Statement by reference, except
to the extent that any statement or information therein is modified,
superseded or replaced by a statement or information contained in any
other subsequently filed document incorporated herein by reference: (1)
Sears annual report on Form 10-K for the fiscal year ended December 31, 
1994;  (2) Sears Current Reports on Form 8-K for January 17,  February
7,  April 20,  April 25, May 15 (as amended by Amendment No. 1),  June
1, June 20 and November 8,  1995;  (3) Sears Quarterly Reports on Form
10-Q for the quarters ended April 1, July 1 and September 30,  1995; 
and (4) from the date of filing of such documents, all documents filed
by Sears with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 ("Exchange Act") subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment to the Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold.

Item 4.   Description of Securities.

The following description of the Sears, Roebuck and Co. Deferred
Compensation Plan (the "Plan") is qualified by reference to the exhibits
that are a part of this Registration Statement.  Capitalized terms used
in this Registration Statement and not otherwise defined herein are
defined in the Plan.

Under the Plan, Sears will provide eligible employees of  Sears and its
affiliates with the opportunity to elect to defer a specified percentage
of their future cash compensation.  The Deferred Compensation
Obligations of  Sears under the Plan (the "Obligations") will be
unsecured general obligations of  Sears to pay the compensation deferred
in accordance with the terms of the Plan, and will rank equally with
other unsecured and unsubordinated indebtedness of Sears from time to
time outstanding payable from the general assets of Sears.  Because
Sears  has subsidiary companies, the right of Sears, and hence the right
of creditors of Sears (including participants in the Plan), to
participate in a distribution of the assets of a subsidiary upon its
liquidation or reorganization or otherwise, necessarily is subject to
the prior claims of creditors of the subsidiary, except to the extent
that claims of Sears itself as a creditor may be recognized.

The amount of compensation to be deferred by each participant (the
"Deferral Account") will be determined in accordance with the Plan based
on elections by the participant.  Each Deferral Account generally will
be payable upon termination of employment or on a date selected by the
participant in accordance with the terms of the Plan.  The Deferral
Account will be indexed to one or more investment indices (which, among
others, include an index that tracks the market performance of and
dividends declared on Sears common shares, par value $.75 per share)
chosen by each participant from a list of such investment indices.  Each
Deferral Account will be adjusted to reflect the investment experience
of the selected investment index or indices, including any appreciation
or depreciation.  The Obligations will be denominated and payable in
United States dollars.  The Plan is unfunded, and amounts credited to
Deferral Accounts are part of the general funds of Sears, are subject to
all the risks of Sears business, and may be deposited, invested or
expended in any manner whatsoever by Sears.

Benefits under the Plan are not subject to assignment, transfer, pledge
or other encumbrance or attachment other than by operation of law.  A
Participant may designate persons or entities to receive any balance in
his/her Deferral Account and interest thereon, payable in the event of
death.  

The Obligations are not subject to redemption, in whole or in part,
prior to the individual payment dates specified by the participant, at
the option of Sears, or through operation of a mandatory or optional
sinking fund or analogous provision, although the Obligations could be
redeemed in the case of termination of the Plan.  Sears reserves the
right to amend or terminate the Plan at any time, except that no such
amendment or termination shall reduce the amount of compensation
deferred or any interest thereon up to and including the end of the
month in which such action is taken.  Generally, the Obligations will be
paid in cash upon the participant's separation from service with Sears
or its affiliates except in case of hardship or an optional, one-time
in-service withdrawal if elected by the participant.

The Obligations are not convertible into another security of Sears.  The
Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of Sears.  No trustee has
been appointed having the authority to take action with respect to the
Obligations, and each participant will be responsible for acting
independently with respect to, among other things, the giving of
notices, responding to any request for consents, waivers, or amendments
pertaining to the Obligations, enforcing covenants, and taking action
upon a default.

Item 5.  Interests of Named Experts and Counsel.

The validity of the Obligations issuable under the Plan has been passed
upon for Sears by Venrice R. Palmer, Esq., Senior Counsel, Corporate Law
Department, of Sears.  At October 31, 1995, Mr. Palmer owned 235 Sears
common shares credited to his account in The Savings and Profit Sharing
Fund of Sears Employees and had options granted under Sears employee
stock plans relating to 3545 common  shares.

Item 6.  Indemnification of Directors and Officers.

The New York Business Corporation Law ("BCL") and the By-Laws of Sears
generally provide for the indemnification of any director or officer of
Sears who is or is threatened to be made a party to any action because
such person is or was a director or officer of Sears, or because such
person served another enterprise (including the Plan) at the request of
Sears, against judgments, fines, amounts paid in settlement and expenses
(including attorneys' fees) in connection with such action, as limited
by the BCL and the By-Laws in certain circumstances depending upon the
type of conduct involved and the nature of the action. 

The BCL authorizes Sears to purchase indemnification insurance.  Sears
has in effect insurance policies with total coverage of  $100,000,000 
(subject to a deductible) which insure directors and officers of Sears
and of certain other entities against certain claims which are not
indemnifiable by Sears.  

Sears also has in effect insurance policies with total coverage of 
$75,000,000  (subject to a deductible) which provide for the payment by
the insurer of amounts, excluding certain fines and penalties which are
legally uninsurable and certain other matters, which Sears, certain
other entities or their officers, directors or employees become
obligated to pay by reason of any claim based upon an act or omission in
the management or administration of certain employee benefit plans
(including the Plan sponsored by Sears and certain subsidiaries of
Sears. 

Item 8.  Exhibits.

The exhibits to this Registration Statement are listed in the Exhibit
Index on page E-1, which Exhibit Index is hereby incorporated herein by
reference.

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;

          (ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the Registration Statement;

          (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any  material change to such information in the
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 the periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

     (2) That, for the purpose of determining any liability under the
Securities Act  of 1933, 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 of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the 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 of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES

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 Hoffman Estates, State of 
Illinois, on  this 6th day of December, 1995.

SEARS, ROEBUCK AND CO.

By:   /s/ DAVID SHUTE
          David Shute
          Senior  Vice President, Law, and Corporate Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registrant Statement has been signed by the following persons in the
capacities and on the date indicated.

Name    Title

/s/ ARTHUR C. MARTINEZ
Arthur C. Martinez                           

Director, Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer)

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

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

/S/ HALL ADAMS, JR.
Hall Adams, Jr. 
Director

/S/ WARREN L. BATTS
Warren L. Batts
Director

/S/  JAMES W. COZAD
James W. Cozad
Director

/S/ WILLIAM E. LAMOTHE
William E. LaMothe
Director

/S/ MICHAEL A. MILES
Michael A. Miles 
Director

/S/ NANCY C. REYNOLDS
Nancy C. Reynolds
Director

/S/ CLARENCE B. ROGERS, JR.
Clarence B. Rogers, Jr.
Director

/S/ DONALD H. RUMSFELD
Donald H. Rumsfeld
Director

Date:  December 6, 1995
EXHIBIT INDEX

                

Exhibit No.             Description of Document

4.1     Sears, Roebuck and Co. Deferred Compensation Plan, as amended
and restated on December 4, 1995

4.2     Sears, Roebuck and Co. Deferred Compensation Plan election forms
for 1996.

5       Opinion of Venrice R. Palmer, Esq.

15      Acknowledgment of Deloitte & Touche LLP concerning unaudited
interim financial information

23.1    Consent of Deloitte & Touche LLP.

23.2    Consent of  Venrice R. Palmer,  Esq.  (included in the opinion
filed as Exhibit No. 5).

24.1    Power of Attorney of certain directors and officers of the
Registrant.

24.2     Power of Attorney of principal financial officer of the
Registrant.

28       Information from reports furnished to state insurance
authorities [Incorporated by reference to Exhibit 28 to Annual Report on
Form 10-K of The Allstate Corporation for the fiscal year ended December
31, 1994 (SEC File No. 1-11840)]
EXHIBIT 5

SEARS, ROEBUCK AND CO.
3333 BEVERLY ROAD
HOFFMAN ESTATES, ILLINOIS  60179

Venrice R. Palmer
Corporate Law Department
Senior Counsel
708/286-9238
Facsimile 708/286-0959

December 6, 1995

Board of Directors 
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois  60179

Ladies and Gentlemen:

I have acted as counsel for Sears, Roebuck and Co. (the "Company")  in
connection with the registration on Form S-8 (the "Registration
Statement")  of $15,000,000 of the Company's deferred compensation
obligations (the  "Obligations"), which are issuable under the Sears,
Roebuck and Co. Deferred Compensation Plan (the "Plan"), as amended and
restated on December 4, 1995.

On the basis of such investigation as I deemed necessary, I am of the
opinion that:

(1) the Company has been duly incorporated and is validly existing under
the laws of the State of New York; and

(2) the Obligations have been duly authorized and, when issued in 
accordance with the terms and conditions set forth in the Plan, will be
validly issued.

I hereby consent to the filing of this opinion as an Exhibit to the 
Registration Statement.

Very truly yours,

/s/VENRICE R. PALMER
Venrice R. Palmer
Senior Counsel
Exhibit 15

Deloitte & Touche LLP                    Telephone:  (312) 946-3000
Two Prudential Plaza                     Facsimile:  (312) 946-2600
 180 North Stetson Avenue

Chicago, Illinois  60601-6779

December 4, 1995

Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois

We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited
interim financial information of Sears, Roebuck and Co. for the periods
ended April 1, 1995 and April 2, 1994, July 1, 1995 and July 2, 1994,
and September 30, 1995 and October 1, 1994, as indicated in our reports
dated May 15, 1995, August 14, 1995, and November 9, 1995, respectively;
because we did not perform an audit, we expressed no opinion on that
information.

We are aware that our reports referred to above, which were included in
your Quarterly Reports on Form 10-Q for the quarters ended April 1,
1995, July 1, 1995 and September 30, 1995, are being used in this
Registration Statement.

We are also aware that the aforementioned reports, pursuant to Rule
436(c) under the Securities Act of 1933, are not considered a part of
the Registration Statement prepared or certified by an accountant within
the meaning of Sections 7 and 11 of that Act.

/s/DELOITTE & TOUCHE LLP
Deloitte & Touche LLP

                 

Deloitte Touche
Tohmatsu
International
Exhibit 23

Deloitte & Touche LLP                 Telephone:  (312) 946-3000
Two Prudential Plaza                  Facsimile:  (312) 946-2600
180 North Stetson Avenue
Chicago, Illinois  60601-6779

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement of  the Sears, Roebuck and Co. Deferred Compensation Plan on
Form S-8 of our report dated February 24, 1995 (May 10, 1995 as to Note
4), which expresses an unqualified opinion and includes an explanatory
paragraph relating to the Company changing its accounting for
postretirement benefits in 1992, appearing in the Current Report on Form
8-K of Sears, Roebuck and Co. dated May 15, 1995.  We also consent to
the reference to us under the heading "Experts" in the Prospectus, which
is a part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP

December 4, 1995

               

Deloitte Touche
Tohmatsu
International
Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer, or both, of SEARS, ROEBUCK AND CO., a New York
corporation (the "Company"), does hereby constitute and appoint ARTHUR
C. MARTINEZ, RUSSELL S. DAVIS, DAVID SHUTE, JAMES A. BLANDA and ALICE M.
PETERSON, with full power to each of them to act alone, as the true and
lawful attorneys and agents of the undersigned, with full power of
substitution and resubstitution to each of said attorneys, to execute,
file or deliver any and all instruments and to do any and all acts and
things which said attorneys and agents, or any of them, deem advisable
to enable the Company to comply with the Securities Act of 1933, as
amended (the "Securities Act"), and any requirements or regulations of
the Securities and Exchange Commission in respect thereto, in connection
with the registration under said Securities Act of the estimated dollar
amount of deferrals under the Sears, Roebuck and Co. Deferred
Compensation Plan (the "Plan") which may be made by participants in the
Plan during the period from the effective date of said registration
statement to the effective date of the next registration statement
relating to deferrals under the Plan; including specifically, but
without limitation of the general authority hereby granted, the power
and authority to sign his or her name as a director or officer, or both,
of the Company, as indicated below opposite his or her signature, to the
registration statement, or any amendment, post-effective amendment or
papers supplemental thereto, to be filed in respect of said deferrals
and to the prospectus or any amendment, supplement or revision thereof,
which is a part of said registration statement or any amendment or post-
effective amendment to said registration statement, and each of the
undersigned does hereby fully ratify and confirm all that said attorneys
and agents, or any of them, or the substitute of any of them, shall do
or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has subscribed these
presents, this 11th day of August, 1995.

NAME   TITLE
/s/ ARTHUR C. MARTINEZ
Arthur C. Martinez                           
Director, Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer)

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

/S/ HALL ADAMS, JR.
Hall Adams, Jr. 
Director

/S/ WARREN L. BATTS
Warren L. Batts
Director

/S/  JAMES W. COZAD
James W. Cozad
Director

/S/ WILLIAM E. LAMOTHE
William E. LaMothe
Director

/S/ MICHAEL A. MILES
Michael A. Miles 
Director

/S/ NANCY C. REYNOLDS
Nancy C. Reynolds
Director

/S/ CLARENCE B. ROGERS, JR.
Clarence B. Rogers, Jr.
Director

/S/ DONALD H. RUMSFELD
Donald H. Rumsfeld
Director
Exhibit 24.2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer of SEARS,
ROEBUCK AND CO., a New York corporation (the "Company"), does hereby
constitute and appoint ARTHUR C. MARTINEZ, RUSSELL S. DAVIS, DAVID
SHUTE, JAMES A. BLANDA and ALICE M. PETERSON, with full power to each of
them to act alone, as the true and lawful attorneys and agents of the
undersigned, with full power of substitution and resubstitution to each
of said attorneys, to execute, file or deliver any and all instruments
and to do any and all acts and things which said attorneys and agents,
or any of them, deem advisable to enable the Company to comply with the
Securities Act of 1933, as amended (the "Securities Act"), and any
requirements or regulations of the Securities and Exchange Commission in
respect thereto, in connection with the registration under said
Securities Act of the estimated dollar amount of deferrals under the
Sears, Roebuck and Co. Deferred Compensation Plan (the "Plan") which may
be made by participants in the Plan during the period from the effective
date of said registration statement to the effective date of the next
registration statement relating to deferrals under the Plan; including
specifically, but without limitation of the general authority hereby
granted, the power and authority to sign his name as an officer of the
Company to the registration statement, or any amendment, post-effective
amendment or papers supplemental thereto, to be filed in respect of said
deferrals and to the prospectus or any amendment, supplement or revision
thereof, which is a part of said registration statement or any amendment
or post-effective amendment to said registration statement, and the
undersigned does hereby fully ratify and confirm all that said attorneys
and agents, or any of them, or the substitute of any of them, shall do
or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
26th day of September, 1995.

Name                                   TITLE

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