As filed with the Securities and Exchange Commission on
December 23, 1996 Registration No. ____________



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    
847/286-2500
(Address of principal executive offices)

                       

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



Michael D. Levin, Esq.
Senior Vice President, General Counsel and Secretary
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, IL  60179
(847) 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): $7,200,000

Proposed Maximum offering price per unit:  (1)

Proposed maximum aggregate offering price:  $7,200,000

Amount of registration fee:  $2,482.76(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 under this Registration
Statement 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.  



Pursuant to General Instruction E of Form S-8, the contents of
Registration Statement No. 33-64775 (filed December 6, 1995) are
incorporated by reference.

<PAGE>
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.

     Not applicable.
   

Item 4.   Description of Securities.

     Not applicable.


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, Law Department, of Sears.  At October 31, 1996, Mr.
Palmer owned 371 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.
     
     Not applicable.


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, which Exhibit Index is hereby
incorporated herein by reference.


Item 9.  Undertakings.

     Not applicable.


<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 23rd day of December, 1996.


SEARS, ROEBUCK AND CO.



By:   /s/ MICHAEL D. LEVIN*
          Michael D. Levin
          Senior Vice President, General Counsel and 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.


Signature                          Title

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

/s/ ALAN J. LACY*                  Executive Vice President 
Alan J. Lacy                       and Chief Financial 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/ JAMES W. COZAD*                Director
James W. Cozad

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

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

/s/NANCY C. REYNOLDS*              Director
Nancy C. Reynolds

/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

/s/ MICHAEL D. LEVIN   (Attorney-in-Fact)
    Michael D. Levin

Date:  December 23, 1996

<PAGE>
EXHIBIT INDEX
             

Exhibit No.                 Description of Document

4.1                 Sears, Roebuck and Co. Deferred Compensation
Plan, as amended and restated on October 9, 1996 (incorporated by
reference to Exhibit 10(b) to Quarterly Report on Form 10-Q of
the Registrant for the Quarter Ended September 28, 1996).

4.2                 Sears, Roebuck and Co. Deferred Compensation
Plan election forms for 1997.

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                  Power of Attorney of certain directors and
officers of the Registrant.
[{"type": "S-8", "sequence": "1", "description": "DEFERRED COMPENSATION PLAN REGISTRATION STATEMENT", "secsgml_size_bytes": 6745}]
{"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": "333-18591", "film-number": "96684939"}, "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
December 23, 1996 Registration No. ____________

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    
847/286-2500
(Address of principal executive offices)

                       

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

Michael D. Levin, Esq.
Senior Vice President, General Counsel and Secretary
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, IL  60179
(847) 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): $7,200,000

Proposed Maximum offering price per unit:  (1)

Proposed maximum aggregate offering price:  $7,200,000

Amount of registration fee:  $2,482.76(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 under this Registration
Statement 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.  

Pursuant to General Instruction E of Form S-8, the contents of
Registration Statement No. 33-64775 (filed December 6, 1995) are
incorporated by reference.
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.

     Not applicable.
   

Item 4.   Description of Securities.

     Not applicable.

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, Law Department, of Sears.  At October 31, 1996, Mr.
Palmer owned 371 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.
     
     Not applicable.

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, which Exhibit Index is hereby
incorporated herein by reference.

Item 9.  Undertakings.

     Not applicable.
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 23rd day of December, 1996.

SEARS, ROEBUCK AND CO.

By:   /s/ MICHAEL D. LEVIN*
          Michael D. Levin
          Senior Vice President, General Counsel and 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.

Signature                          Title

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

/s/ ALAN J. LACY*                  Executive Vice President 
Alan J. Lacy                       and Chief Financial 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/ JAMES W. COZAD*                Director
James W. Cozad

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

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

/s/NANCY C. REYNOLDS*              Director
Nancy C. Reynolds

/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

/s/ MICHAEL D. LEVIN   (Attorney-in-Fact)
    Michael D. Levin

Date:  December 23, 1996
EXHIBIT INDEX
             

Exhibit No.                 Description of Document

4.1                 Sears, Roebuck and Co. Deferred Compensation
Plan, as amended and restated on October 9, 1996 (incorporated by
reference to Exhibit 10(b) to Quarterly Report on Form 10-Q of
the Registrant for the Quarter Ended September 28, 1996).

4.2                 Sears, Roebuck and Co. Deferred Compensation
Plan election forms for 1997.

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