As filed with the Securities and Exchange Commission on
                                        November 16, 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               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)

              1986 Employees Stock Plan
              1990 Employees Stock Plan
              1994 Employees Stock Plan
               (Full title of the plan)

                                         David Shute, Esq.
                                    Senior Vice President, Law
                                      and Corporate Secretary
                                      Sears, Roebuck and Co.
                                            Sears Tower
                                      Chicago, Illinois 60684
                              (Name and address of agent for service)

Telephone number, including area code, of agent for service:
312/875-2500

                                  CALCULATION OF REGISTRATION FEE
Title of               Amount        Proposed        Proposed       Amount of
Securities to          to be         maximum         maximum        regis-
be registered          regis-        offering        aggregate      tration
                       tered         price per       offering       fee
                                     share           price
Common Shares, par
 value $0.75 per 
 share              17,949,675       $   *           $  *          $108,579.93* 
                       shares
 
*       Pursuant to Rule 457(h), the proposed maximum offering
price per share, proposed maximum aggregate offering price and
registration fee have been calculated as follows: 9,104,533
shares at $38.1875 per share, the average of the high and low
reported sale prices on November 9, 1995, and 8,845,142 shares
at the prices at which options were granted as detailed below.

Number of  Price per   Number of      Price per      Number of       Price per
shares      share       shares         share          shares          share

  149,681  $  10.14      515,891      $  11.57         354,326       $  13.21
    4,881     15.07       57,004         15.66         207,296          15.82
       83     16.30        3,893         16.42           2,695          16.56
    1,100     17.39      600,094         18.79         127,937          19.70
    6,267     19.84      158,811         20.04          26,660          20.41
    6,808     20.55       54,075         20.65         180,601          20.72
   32,330     20.93       18,152         20.96           6,167          22.48
    8,968     23.23      684,133         23.36          22,055          23.40
   31,500     23.49          761         23.68          27,507          23.78
  406,683     23.87        1,070         24.09           2,107          24.28
4,864,940     24.53        1,846         24.66             776          25.48
  136,470     25.70        3,774         25.86             679          26.46
   13,062     27.06        3,674         27.25          25,930          27.31
    4,731     27.88        7,267         28.26           1,998          28.51
   10,478     29.04        6,843         29.11          63,138          29.30 

                        REGISTRATION STATEMENTS TO WHICH PROSPECTUS RELATES

        Pursuant to Rule 429 of the General Rules and Regulations
under the Securities Act of 1933, the prospectus for use in
connection with the securities covered by this Registration
Statement also relates to Registration Statement Nos. 2-64879
(filed June 28, 1979), 2-80037 (filed September 12, 1983), 33-
18081 (filed October 23, 1987), 33-45479 (filed February 4,
1992) and 33-58851 (filed April 26, 1995).                     
                          
<PAGE>               

                                              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 (including the description
of Sears common shares in Item 5 on pages 35 and 36 therein);
(2) the Quarterly Reports on Form 10-Q for the quarterly
periods ended April 1, July 1 and September 30, 1995; (3)
Sears Current Reports on Form 8-K for January 17, February 7,
April 20, April 25, May 15, June 1 and June 20, 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 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 (other
than those portions of such documents described in paragraphs
(i), (k) and (l) of Item 402 of Regulation S-K promulgated by
the Commission).  Pursuant to Rule 412 promulgated by the
Commission pursuant to the Act, the information incorporated
by reference in the Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 under Items 6 (Selected Financial
Data), 7 (Management's Discussion and Analysis of Financial
Condition and Results of Operations) and 8 (Financial
Statements and Supplementary Data) has been superseded by the
restated financial information included in Sears Current
Report on Form 8-K for May 15, 1995 reflecting Sears Allstate
Insurance Group as discontinued operations.

Item 4.  Description of Securities.

        Not applicable.

Item 5.  Interests of Named Experts and Counsel.

        The legality of the common shares is being passed upon
for Sears by Robert J. Pence, Senior Counsel, Corporate Law,
of Sears.  At October 31, 1995, Mr. Pence owned 416 Sears
common shares, including shares credited to his account in The
Savings and Profit Sharing Fund of Sears Employees as of
September 30, 1995, and had options granted under the Sears
employees stock plans relating to 3,920 shares.

Item 6.  Indemnification of Directors and Officers

        Article V of the By-Laws of Sears, relating to
indemnification of directors and officers, is incorporated
herein by reference to Exhibit 3(ii) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1995.  Article 7 of the Restated Certificate of
Incorporation of Sears, relating to limitation of personal
liability of a director, is incorporated herein by reference
to Exhibit 3(i) to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994.

        Sections 721 to 724 of the New York Business Corporation
Law authorize indemnification of directors and officers of
Sears for certain liabilities and expenses.  Section 726 of
said Law authorizes the purchase of indemnification insurance. 
Section 402(b) of said Law authorizes the limitation, in
certain circumstances, of personal liability of directors to
the corporation or its shareholders for damages for breach of
duty in such capacity.

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

Item 7.  Exemption from Registration Claimed.

        Not applicable.


Item 8.  Exhibits

          The Exhibits to this Registration Statement are listed
in the Exhibit Index on page E-1 of this Registration
Statement, which Index is 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.  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
end 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% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 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 Section 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 provisions described in this Registration
Statement above, 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

  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 Hoffman Estates,
State of Illinois, on November 16, 1995.

                       SEARS, ROEBUCK AND CO.

                       By           James A. Blanda*          
                                    James A. Blanda
                                    Vice President and
                                    Controller

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

        Signature                    Title                            Date    
                                                                 
ARTHUR C. MARTINEZ*..... Director, Chairman of 
                         the Board of Directors and
                         Chief Executive Officer
                         (Principal Executive
                         Officer)

ALAN J. LACY*........... Executive Vice President
                         and Chief Financial        November 16, 1995
                         Principal Financial Officer)

JAMES A. BLANDA*........ Vice President and Controller
                         (Principal Accounting Officer)
                                                              
HALL ADAMS, JR.* ....... Director
WARREN L. BATTS* ....... Director
JAMES A. COZAD* ........ Director
WILLIAM E. LAMOTHE* .... Director
MICHAEL A. MILES* ...... Director
NANCY C. REYNOLDS* ..... Director                             
CLARENCE B. ROGERS, JR*. Director                             
DONALD H. RUMSFELD* .... Director                             

                                                               

*By      /s/ JAMES A. BLANDA         Individually and as
            James A. Blanda          Attorney-in-fact        
  

                                           EXHIBIT INDEX

                                                        Sequentially
  Exhibit                                               Numbered
  Number                                                Page       

3(i)            Restated Certificate of Incorporation of Sears,
Roebuck and Co. as amended to July 26, 1993 (Incorporated by
reference to Exhibit 3(i) to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994 [SEC File No.
1-416]).

3(ii)           By-Laws of Sears, Roebuck and Co. as amended to
September 26, 1995 (Incorporated by reference to Exhibit 3 to
the Quarterly Report on Form 10-Q of Sears, Roebuck and Co.
for the quarter ended September 30, 1995 [SEC File No. 1-
416]).

4(i)(a)         Text of the 1990 Employees Stock Plan (Incorporated
by reference to Appendix A to the Registrant's proxy statement
dated March 22, 1990 [SEC File No. 1-416]).

4(i)(b)         Text of the 1994 Employees Stock Plan (Incorporated
by reference to Appendix A to the Registrant's proxy statement
dated March 23, 1994 [SEC File No. 1-416]).

4(i)(c)         Form of restricted stock grants under Registrant's
1990 Employees Stock Plan.  (Incorporated by reference to
Exhibit 4(i) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993 [SEC File No. 1-416]).

4(i)(d)         Form of restricted stock grants under Registrant's
1994 Employees Stock Plan.  (Incorporated by reference to
Exhibit 4(ii) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994 [SEC File No. 1-416]).

5               Opinion of Robert J. Pence.*

15              Acknowledgement of awareness from Deloitte & Touche
LLP concerning unaudited interim financial information.*

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

23(b)           Consent of Robert J. Pence (included in Exhibit 5).

24              Power of Attorney of certain officers and
directors.*

                               
* Filed herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16651}]
{"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": "033-64345", "film-number": "95594360"}, "business-address": {"street1": "SEARS TOWER 51ST FLOOR", "street2": "233 SOUTH WACKER DRIVE CORP LAW DEPT", "city": "CHICAGO", "state": "IL", "zip": "60684", "phone": "3128752500"}, "mail-address": {"street1": "SEARS TOWER 51ST FLOOR", "street2": "233 SOUTH WACKER DRIVE CORP LAW DEPT", "city": "CHICAGO", "state": "IL", "zip": "60684"}}
As filed with the Securities and Exchange Commission on
                                        November 16, 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               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)

              1986 Employees Stock Plan
              1990 Employees Stock Plan
              1994 Employees Stock Plan
               (Full title of the plan)

                                         David Shute, Esq.
                                    Senior Vice President, Law
                                      and Corporate Secretary
                                      Sears, Roebuck and Co.
                                            Sears Tower
                                      Chicago, Illinois 60684
                              (Name and address of agent for service)

Telephone number, including area code, of agent for service:
312/875-2500

                                  CALCULATION OF REGISTRATION FEE
Title of               Amount        Proposed        Proposed       Amount of
Securities to          to be         maximum         maximum        regis-
be registered          regis-        offering        aggregate      tration
                       tered         price per       offering       fee
                                     share           price
Common Shares, par
 value $0.75 per 
 share              17,949,675       $   *           $  *          $108,579.93* 
                       shares
 
*       Pursuant to Rule 457(h), the proposed maximum offering
price per share, proposed maximum aggregate offering price and
registration fee have been calculated as follows: 9,104,533
shares at $38.1875 per share, the average of the high and low
reported sale prices on November 9, 1995, and 8,845,142 shares
at the prices at which options were granted as detailed below.

Number of  Price per   Number of      Price per      Number of       Price per
shares      share       shares         share          shares          share

  149,681  $  10.14      515,891      $  11.57         354,326       $  13.21
    4,881     15.07       57,004         15.66         207,296          15.82
       83     16.30        3,893         16.42           2,695          16.56
    1,100     17.39      600,094         18.79         127,937          19.70
    6,267     19.84      158,811         20.04          26,660          20.41
    6,808     20.55       54,075         20.65         180,601          20.72
   32,330     20.93       18,152         20.96           6,167          22.48
    8,968     23.23      684,133         23.36          22,055          23.40
   31,500     23.49          761         23.68          27,507          23.78
  406,683     23.87        1,070         24.09           2,107          24.28
4,864,940     24.53        1,846         24.66             776          25.48
  136,470     25.70        3,774         25.86             679          26.46
   13,062     27.06        3,674         27.25          25,930          27.31
    4,731     27.88        7,267         28.26           1,998          28.51
   10,478     29.04        6,843         29.11          63,138          29.30 

                        REGISTRATION STATEMENTS TO WHICH PROSPECTUS RELATES

        Pursuant to Rule 429 of the General Rules and Regulations
under the Securities Act of 1933, the prospectus for use in
connection with the securities covered by this Registration
Statement also relates to Registration Statement Nos. 2-64879
(filed June 28, 1979), 2-80037 (filed September 12, 1983), 33-
18081 (filed October 23, 1987), 33-45479 (filed February 4,
1992) and 33-58851 (filed April 26, 1995).
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 (including the description
of Sears common shares in Item 5 on pages 35 and 36 therein);
(2) the Quarterly Reports on Form 10-Q for the quarterly
periods ended April 1, July 1 and September 30, 1995; (3)
Sears Current Reports on Form 8-K for January 17, February 7,
April 20, April 25, May 15, June 1 and June 20, 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 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 (other
than those portions of such documents described in paragraphs
(i), (k) and (l) of Item 402 of Regulation S-K promulgated by
the Commission).  Pursuant to Rule 412 promulgated by the
Commission pursuant to the Act, the information incorporated
by reference in the Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 under Items 6 (Selected Financial
Data), 7 (Management's Discussion and Analysis of Financial
Condition and Results of Operations) and 8 (Financial
Statements and Supplementary Data) has been superseded by the
restated financial information included in Sears Current
Report on Form 8-K for May 15, 1995 reflecting Sears Allstate
Insurance Group as discontinued operations.

Item 4.  Description of Securities.

        Not applicable.

Item 5.  Interests of Named Experts and Counsel.

        The legality of the common shares is being passed upon
for Sears by Robert J. Pence, Senior Counsel, Corporate Law,
of Sears.  At October 31, 1995, Mr. Pence owned 416 Sears
common shares, including shares credited to his account in The
Savings and Profit Sharing Fund of Sears Employees as of
September 30, 1995, and had options granted under the Sears
employees stock plans relating to 3,920 shares.

Item 6.  Indemnification of Directors and Officers

        Article V of the By-Laws of Sears, relating to
indemnification of directors and officers, is incorporated
herein by reference to Exhibit 3(ii) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1995.  Article 7 of the Restated Certificate of
Incorporation of Sears, relating to limitation of personal
liability of a director, is incorporated herein by reference
to Exhibit 3(i) to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994.

        Sections 721 to 724 of the New York Business Corporation
Law authorize indemnification of directors and officers of
Sears for certain liabilities and expenses.  Section 726 of
said Law authorizes the purchase of indemnification insurance. 
Section 402(b) of said Law authorizes the limitation, in
certain circumstances, of personal liability of directors to
the corporation or its shareholders for damages for breach of
duty in such capacity.

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

Item 7.  Exemption from Registration Claimed.

        Not applicable.

Item 8.  Exhibits

          The Exhibits to this Registration Statement are listed
in the Exhibit Index on page E-1 of this Registration
Statement, which Index is 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.  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
end 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% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 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 Section 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 provisions described in this Registration
Statement above, 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

  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 Hoffman Estates,
State of Illinois, on November 16, 1995.

                       SEARS, ROEBUCK AND CO.

                       By           James A. Blanda*          
                                    James A. Blanda
                                    Vice President and
                                    Controller

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

        Signature                    Title                            Date    
                                                                 
ARTHUR C. MARTINEZ*..... Director, Chairman of 
                         the Board of Directors and
                         Chief Executive Officer
                         (Principal Executive
                         Officer)

ALAN J. LACY*........... Executive Vice President
                         and Chief Financial        November 16, 1995
                         Principal Financial Officer)

JAMES A. BLANDA*........ Vice President and Controller
                         (Principal Accounting Officer)
                                                              
HALL ADAMS, JR.* ....... Director
WARREN L. BATTS* ....... Director
JAMES A. COZAD* ........ Director
WILLIAM E. LAMOTHE* .... Director
MICHAEL A. MILES* ...... Director
NANCY C. REYNOLDS* ..... Director                             
CLARENCE B. ROGERS, JR*. Director                             
DONALD H. RUMSFELD* .... Director                             

                                                               

*By      /s/ JAMES A. BLANDA         Individually and as
            James A. Blanda          Attorney-in-fact        
  

                                           EXHIBIT INDEX

                                                        Sequentially
  Exhibit                                               Numbered
  Number                                                Page       

3(i)            Restated Certificate of Incorporation of Sears,
Roebuck and Co. as amended to July 26, 1993 (Incorporated by
reference to Exhibit 3(i) to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994 [SEC File No.
1-416]).

3(ii)           By-Laws of Sears, Roebuck and Co. as amended to
September 26, 1995 (Incorporated by reference to Exhibit 3 to
the Quarterly Report on Form 10-Q of Sears, Roebuck and Co.
for the quarter ended September 30, 1995 [SEC File No. 1-
416]).

4(i)(a)         Text of the 1990 Employees Stock Plan (Incorporated
by reference to Appendix A to the Registrant's proxy statement
dated March 22, 1990 [SEC File No. 1-416]).

4(i)(b)         Text of the 1994 Employees Stock Plan (Incorporated
by reference to Appendix A to the Registrant's proxy statement
dated March 23, 1994 [SEC File No. 1-416]).

4(i)(c)         Form of restricted stock grants under Registrant's
1990 Employees Stock Plan.  (Incorporated by reference to
Exhibit 4(i) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993 [SEC File No. 1-416]).

4(i)(d)         Form of restricted stock grants under Registrant's
1994 Employees Stock Plan.  (Incorporated by reference to
Exhibit 4(ii) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994 [SEC File No. 1-416]).

5               Opinion of Robert J. Pence.*

15              Acknowledgement of awareness from Deloitte & Touche
LLP concerning unaudited interim financial information.*

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

23(b)           Consent of Robert J. Pence (included in Exhibit 5).

24              Power of Attorney of certain officers and
directors.*

                               
* Filed herewith