As filed with the Securities and Exchange Commission on December 10, 1999,
  Registration No. 333-______


                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        ________________________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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


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

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

                       Sears 401(k) Profit Sharing Plan
                          (Full title of the plan)

                          Anastasia D. Kelly, Esq.
                 Executive Vice President and General Counsel
                           Sears, Roebuck and Co.
                              3333 Beverly Road
                          Hoffman Estates, IL  60179

Telephone number, including area code, of agent for service: (847) 286-2500

                       CALCULATION OF REGISTRATION FEE



Title of        Amount to be    Proposed maximum  Proposed maximum Amount of
Securities      registered      offering price    aggregate        registration
to be                           per share         offering  price  fee
registered(1)

Common Shares,
par value $0.75  5,000,000 shares  $31.15625(2)    $155,781,250(2)  $41,127(3)

_____________________________
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.

(2) Estimated solely for purposes of determining the amount of the registration
    fee, in accordance with Rule 457(h)(i) and Rule 457(c) under the Securities
    Act of 1933, on the basis of the average of the high and low prices of Sears
    common shares on the New York Stock Exchange on December 9, 1999.

(3) A registration fee of $54,898 was paid with respect to the earlier
    registration of 3,000,000 common shares pursuant to Registration No. 333-
    53149, of which $24,114 represented the proportionate amount of the fee
    associated with the common shares that have not yet been sold.

Pursuant to General Instruction E of Form S-8, the contents of Registration
Statement No. 333-53149 (filed May 20, 1998) are incorporated by reference.



PART II
Information Required in the Registration Statement

Item 3.		Incorporation of Documents by Reference

The following documents filed by Sears, Roebuck and Co. with the
Securities and Exchange Commission (the "Commission") are incorporated into
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 January 2,
    1999,

(2) Sears Quarterly Reports on Form 10-Q for the quarters ended April 3,
    July 3 and October 2, 1999;

(3) Sears Current Reports on Form 8-K dated January 21, February 9,
    February 18, February 19, March 11, April 23, June 29, July 2 and
    September 2, 1999;

(4) The description of Sears common shares contained in Item 5 on page 17
    of Sears Annual Report on Form 10-K for the year ended January 2,
    1999;

(5) Sears 401(k) Profit Sharing Plan's Annual Report on Form 11-K for the
    year ended December 31, 1999; and

(6) all documents (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) filed by Sears with the Commission
    pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
    Exchange Act of 1934 subsequent to the date of this Registration
    Statement and prior to the filing of a post-effective amendment
    indicating that all securities offered hereunder have been sold or
    deregistering all securities then remaining unsold.

Item 4.		Description of Securities.

        Not applicable.

Item 5.	Interests of Named Experts and Counsel.

        Not applicable.

Item 6.	Indemnification of Directors and Officers.

     Article V of the By-Laws of Sears, relating to indemnification of
directors and officers, is incorporated by reference to Exhibit 3.(ii) to the
Annual Report on Form 10-K of Sears for the year ended January 2, 1999.

     Judgments or decrees rendered against Sears 401(k) Profit Sharing Plan
(the "Plan"), the Trustee, the Investment Committee or other fiduciaries that
are not based upon a breach of fiduciary responsibility are to be satisfied
from Plan assets and not from assets of the Trustee, the members of the
Investment Committee or other named fiduciaries.

     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 Sears Investment Management Co. ("SIMCO") or the
Plan) at the request of Sears, against judgments, fines, amounts paid in
settlement and expenses (including attorneys' fees) incurred as a result of
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.  As
authorized by the Delaware General Corporation Law ("GCL"), the by-laws of
SIMCO also provide for indemnification of directors, officers, employees and
agents of SIMCO in a manner generally similar to that described above.

     The BCL authorizes Sears, and the GCL authorizes SIMCO, to purchase
indemnification insurance.

     Sears has in effect insurance policies that provide total coverage of
$150,000,000 (subject to a deductible) over a three year period ending March
31, 2001.  The policies insure directors and officers of Sears and of certain
other entities (including SIMCO and the Plan) against claims arising from
their service as directors or officers.  The policies also provide for the
payment by the insurer of amounts, excluding certain fines and penalties that
are legally uninsurable and certain other matters, which Sears, certain other
entities (including SIMCO and the Plan), 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.  In
addition, the policies insure against employment practices liability.


Item 7.		Exemption from Registration Claimed.

     Not applicable

Item 8		Exhibits.

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

     The Registrant will submit the Plan document as amended and restated and
all amendments thereto to the Internal Revenue Service ("IRS") in a timely
manner and will make all changes required by the IRS in order to qualify the
Plan.

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; and

(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)(l)(i) and (A)(l)(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 and each filing of the Plan's annual report
pursuant to 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 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

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 the 10th
of December, 1999.

                                           SEARS, ROEBUCK AND CO.


                                       By:  /s/ JEFFREY N. BOYER
                                                Jeffrey N. Boyer
                                                Chief Financial Officer

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

<TABLE>
<CAPTION>

<S>
Signature	                                 Title
<C>                                     <C>

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

/s/JEFFREY N. BOYER*                    Chief Financial Officer
   Jeffrey N. Boyer                     (Principal Financial Officer
                                        and Principal Accounting Officer)

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

/s/BRENDA C. BARNES*	                   Director
   Brenda C. Barnes

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

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

/s/W. JAMES FARRELL*	                   Director
   W. James Farrell

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

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

/s/HUGH B. PRICE*	                      Director
   Hugh B. Price

/s/PATRICK G. RYAN*	                    Director
   Patrick G. Ryan

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

</TABLE>

*By:/s/JEFFREY N. BOYER (Attorney-in-Fact)
       Jeffrey N. Boyer


Date:	December 10, 1999




The Plan.	Pursuant to the requirements of the Securities Act of 1933,
the administrator of Sears 401(k) Profit Sharing Plan has duly caused
this Registration Statement to be signed on the Plan's behalf by the
undersigned, thereunto duly authorized, in Hoffman Estates, State of
Illinois, on the 10th day of December, 1999.


                              SEARS 401(K) PROFIT SHARING PLAN

                              By:   SEARS, ROEBUCK AND CO.
	                                   Plan Administrator

                              BY:  /s/JOHN SLOAN
                                   John Sloan, Executive Vice
                                   President, Human Resources



                                     EXHIBIT INDEX


Exhibit
Number

4.1 Sears 401(k) Profit Sharing Plan as Amended and Restated as of January 1,
    1998 [Incorporated by reference to Exhibit 99.(i) to Sears Annual Report
    on Form 10-K for the year ended January 2, 1999]

4.2 Amendments to Sears 401(k) Profit Sharing Plan dated March 31, 1999*

4.3 Sears 401(k) Profit Sharing Trust Agreement as amended and restated
    effective as of January 1, 1998 [Incorporated by reference to Exhibit
    99.(iii) to the Annual Report on Form 10-K of Sears, Roebuck and Co. for
    the year ended January 3, 1998]

4.4 Amendment to the Sears 401(k) Profit Sharing Trust Agreement dated June
    26, 1998 [Incorporated by reference to Exhibit 99.(ii) to Sears Annual
    Report on Form 10-K for the year ended January 2, 1999]

4.5 Amendment to the Sears 401(k) Profit Sharing Trust Agreement dated
    December 1, 1998 [Incorporated by reference to Exhibit 99.(iii) to Sears
    Annual Report on Form 10-K for the year ended January 2, 1999]

4.6 Amendment to the Sears 401(k) Profit Sharing Trust Agreement dated March
    31, 1999*

15  Acknowledgment of Deloitte & Touche LLP regarding unaudited interim
    information*

23  Consent of Deloitte & Touche LLP*

24  Powers of Attorney of chief executive officer, chief financial officer
    and directors of Sears, Roebuck and Co.*



*  Filed herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15574}]
{"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": "333-92501", "film-number": "99772305"}, "business-address": {"street1": "3333 BEVERLY RD  B-5 317A", "city": "HOFFMAN ESTATES", "state": "IL", "zip": "60179", "phone": "8472862500"}, "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 10, 1999,
  Registration No. 333-______

                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        ________________________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

                       Sears 401(k) Profit Sharing Plan
                          (Full title of the plan)

                          Anastasia D. Kelly, Esq.
                 Executive Vice President and General Counsel
                           Sears, Roebuck and Co.
                              3333 Beverly Road
                          Hoffman Estates, IL  60179

Telephone number, including area code, of agent for service: (847) 286-2500

                       CALCULATION OF REGISTRATION FEE

Title of        Amount to be    Proposed maximum  Proposed maximum Amount of
Securities      registered      offering price    aggregate        registration
to be                           per share         offering  price  fee
registered(1)

Common Shares,
par value $0.75  5,000,000 shares  $31.15625(2)    $155,781,250(2)  $41,127(3)

_____________________________
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.

(2) Estimated solely for purposes of determining the amount of the registration
    fee, in accordance with Rule 457(h)(i) and Rule 457(c) under the Securities
    Act of 1933, on the basis of the average of the high and low prices of Sears
    common shares on the New York Stock Exchange on December 9, 1999.

(3) A registration fee of $54,898 was paid with respect to the earlier
    registration of 3,000,000 common shares pursuant to Registration No. 333-
    53149, of which $24,114 represented the proportionate amount of the fee
    associated with the common shares that have not yet been sold.

Pursuant to General Instruction E of Form S-8, the contents of Registration
Statement No. 333-53149 (filed May 20, 1998) are incorporated by reference.

PART II
Information Required in the Registration Statement

Item 3.		Incorporation of Documents by Reference

The following documents filed by Sears, Roebuck and Co. with the
Securities and Exchange Commission (the "Commission") are incorporated into
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 January 2,
    1999,

(2) Sears Quarterly Reports on Form 10-Q for the quarters ended April 3,
    July 3 and October 2, 1999;

(3) Sears Current Reports on Form 8-K dated January 21, February 9,
    February 18, February 19, March 11, April 23, June 29, July 2 and
    September 2, 1999;

(4) The description of Sears common shares contained in Item 5 on page 17
    of Sears Annual Report on Form 10-K for the year ended January 2,
    1999;

(5) Sears 401(k) Profit Sharing Plan's Annual Report on Form 11-K for the
    year ended December 31, 1999; and

(6) all documents (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) filed by Sears with the Commission
    pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
    Exchange Act of 1934 subsequent to the date of this Registration
    Statement and prior to the filing of a post-effective amendment
    indicating that all securities offered hereunder have been sold or
    deregistering all securities then remaining unsold.

Item 4.		Description of Securities.

        Not applicable.

Item 5.	Interests of Named Experts and Counsel.

        Not applicable.

Item 6.	Indemnification of Directors and Officers.

     Article V of the By-Laws of Sears, relating to indemnification of
directors and officers, is incorporated by reference to Exhibit 3.(ii) to the
Annual Report on Form 10-K of Sears for the year ended January 2, 1999.

     Judgments or decrees rendered against Sears 401(k) Profit Sharing Plan
(the "Plan"), the Trustee, the Investment Committee or other fiduciaries that
are not based upon a breach of fiduciary responsibility are to be satisfied
from Plan assets and not from assets of the Trustee, the members of the
Investment Committee or other named fiduciaries.

     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 Sears Investment Management Co. ("SIMCO") or the
Plan) at the request of Sears, against judgments, fines, amounts paid in
settlement and expenses (including attorneys' fees) incurred as a result of
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.  As
authorized by the Delaware General Corporation Law ("GCL"), the by-laws of
SIMCO also provide for indemnification of directors, officers, employees and
agents of SIMCO in a manner generally similar to that described above.

     The BCL authorizes Sears, and the GCL authorizes SIMCO, to purchase
indemnification insurance.

     Sears has in effect insurance policies that provide total coverage of
$150,000,000 (subject to a deductible) over a three year period ending March
31, 2001.  The policies insure directors and officers of Sears and of certain
other entities (including SIMCO and the Plan) against claims arising from
their service as directors or officers.  The policies also provide for the
payment by the insurer of amounts, excluding certain fines and penalties that
are legally uninsurable and certain other matters, which Sears, certain other
entities (including SIMCO and the Plan), 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.  In
addition, the policies insure against employment practices liability.

Item 7.		Exemption from Registration Claimed.

     Not applicable

Item 8		Exhibits.

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

     The Registrant will submit the Plan document as amended and restated and
all amendments thereto to the Internal Revenue Service ("IRS") in a timely
manner and will make all changes required by the IRS in order to qualify the
Plan.

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; and

(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)(l)(i) and (A)(l)(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 and each filing of the Plan's annual report
pursuant to 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 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

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 the 10th
of December, 1999.

                                           SEARS, ROEBUCK AND CO.

                                       By:  /s/ JEFFREY N. BOYER
                                                Jeffrey N. Boyer
                                                Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Signature	                                 Title
/s/ARTHUR C. MARTINEZ*                  Chairman of the Board of
   Arthur C. Martinez	                  Directors, President and
	                                       Chief Executive Officer
	                                       (Principal Executive Officer)

/s/JEFFREY N. BOYER*                    Chief Financial Officer
   Jeffrey N. Boyer                     (Principal Financial Officer
                                        and Principal Accounting Officer)

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

/s/BRENDA C. BARNES*	                   Director
   Brenda C. Barnes

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

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

/s/W. JAMES FARRELL*	                   Director
   W. James Farrell

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

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

/s/HUGH B. PRICE*	                      Director
   Hugh B. Price

/s/PATRICK G. RYAN*	                    Director
   Patrick G. Ryan

/s/DOROTHY A. TERRELL*	                 Director
   Dorothy A. Terrell
*By:/s/JEFFREY N. BOYER (Attorney-in-Fact)
       Jeffrey N. Boyer

Date:	December 10, 1999

The Plan.	Pursuant to the requirements of the Securities Act of 1933,
the administrator of Sears 401(k) Profit Sharing Plan has duly caused
this Registration Statement to be signed on the Plan's behalf by the
undersigned, thereunto duly authorized, in Hoffman Estates, State of
Illinois, on the 10th day of December, 1999.

                              SEARS 401(K) PROFIT SHARING PLAN

                              By:   SEARS, ROEBUCK AND CO.
	                                   Plan Administrator

                              BY:  /s/JOHN SLOAN
                                   John Sloan, Executive Vice
                                   President, Human Resources

                                     EXHIBIT INDEX

Exhibit
Number

4.1 Sears 401(k) Profit Sharing Plan as Amended and Restated as of January 1,
    1998 [Incorporated by reference to Exhibit 99.(i) to Sears Annual Report
    on Form 10-K for the year ended January 2, 1999]

4.2 Amendments to Sears 401(k) Profit Sharing Plan dated March 31, 1999*

4.3 Sears 401(k) Profit Sharing Trust Agreement as amended and restated
    effective as of January 1, 1998 [Incorporated by reference to Exhibit
    99.(iii) to the Annual Report on Form 10-K of Sears, Roebuck and Co. for
    the year ended January 3, 1998]

4.4 Amendment to the Sears 401(k) Profit Sharing Trust Agreement dated June
    26, 1998 [Incorporated by reference to Exhibit 99.(ii) to Sears Annual
    Report on Form 10-K for the year ended January 2, 1999]

4.5 Amendment to the Sears 401(k) Profit Sharing Trust Agreement dated
    December 1, 1998 [Incorporated by reference to Exhibit 99.(iii) to Sears
    Annual Report on Form 10-K for the year ended January 2, 1999]

4.6 Amendment to the Sears 401(k) Profit Sharing Trust Agreement dated March
    31, 1999*

15  Acknowledgment of Deloitte & Touche LLP regarding unaudited interim
    information*

23  Consent of Deloitte & Touche LLP*

24  Powers of Attorney of chief executive officer, chief financial officer
    and directors of Sears, Roebuck and Co.*

*  Filed herewith