As filed with the Securities and Exchange Commission on
                                             September 13, 1996

                                        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)


                        The Savings and Profit Sharing Fund of    
                                   Sears Employees
                            (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, Illinois 60179       
                      (Name and address of agent for service)

Telephone number, including area code, of agent for service:
                                                  847/286-2500
<TABLE>
<CAPTION>
                          CALCULATION OF REGISTRATION FEE
<S>                     <C>           <C>         <C>           <C>
Title of                Amount        Proposed    Proposed      Amount of
Securities to           to be         maximum     maximum       registration
be Registered           Registered    offering 
                                      price per
                                      share

Common Shares, par      3,000,000                                                         
value $0.75 per share..   shares          *       $132,187,500  $45,581.90
</TABLE>

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.  

*The 3,000,000 common shares being registered represent the maximum
number of shares which, it is anticipated, may be acquired by the
Fund 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 on the average of
the high and low prices for Sears common shares on September 11,
1996 of $44.0625.

Pursuant to General Instruction E of Form S-8, the contents of
Registration Statement No. 33-57205 (filed January 9, 1995) are
incorporated by reference.                                

<PAGE>
                                                 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.

        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 4(E) hereto.

        Judgments or decrees rendered against the Fund, the
Trustees, the Investment Committee or other fiduciaries which are
not based upon a breach of fiduciary responsibility are to be
satisfied from Fund assets and not from assets of the Trustees, the
Members of the Investment Committee or other named fiduciaries.  

        The Trust Agreement between Sears and the Trustee provides
that the Trustee shall be indemnified, held harmless and promptly
reimbursed by Sears against all claims, liabilities, fines and
penalties and all expenses (including, but not limited to, attorney
fees) reasonably incurred by or imposed upon it which arise as a
result of the Trustee's actions or failures to act by reason of
serving as Trustee, to the extent lawfully allowable; provided
that, notwithstanding the foregoing, (a) the Trustee shall not be
indemnified for its negligence, for willful breach of
responsibility, for actions or failures to act taken in bad faith,
or for any breach of ERISA and (b) the Company shall not indemnify
the Trustee for any such amount incurred through any settlement or
compromise of any action unless the Company consents in writing to
such settlement or compromise.  The Trust Agreement also provides
that to the maximum extent permitted by law, none of the Plan
Administrator, any present or former Investment Committee member,
nor any person who is or was a director, officer, or employee of an
Employer, shall be personally liable for any act done or omitted to
be done in the administration of the Plan or the Trust Agreement,
or the investment of the Trust Fund, unless such person acted
dishonestly.  Any employee to whom the Investment Committee, the
Plan Administrator, or the Company has delegated any portion of its
responsibilities under the Plan, any person who is or was a
director or officer of an Employer, the Plan Administrator, members
and former members of the Investment Committee, and each of them,
shall, to the maximum extent permitted by law, be indemnified and
saved harmless by the Employers (to the extent not indemnified and
saved harmless under any liability insurance or other
indemnification arrangement with respect to the Fund or the Trust
Agreement) from and against any and all liability or claim of
liability to which they may be subjected by reason of any act done
or to be done in connection with the administration of the Plan or
the Trust or the investment of the Trust Fund, including all
expenses reasonably incurred in their defense if the Employers fail
to provide such defense, unless such person acted dishonestly.

        The Trust Agreement between Sears and the ESOP Trustee of
the Fund provides for indemnification of the ESOP Trustee similar
to that provided to the Trustee.

        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 SIMCO and the Fund) 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.  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.  

        As authorized by the banking laws of the State of New York,
the by-laws of the Trustees generally provide indemnification to
their officers and directors that is substantially similar to the
indemnification provisions of Sears described above.  

        The BCL authorizes Sears and the Trustees, and the GCL
authorizes SIMCO, 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 (including
SIMCO and the Fund) against certain claims which are not
indemnifiable by Sears, SIMCO or the Fund. 

        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 (including SIMCO and the Fund),
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 Fund) sponsored by Sears and certain subsidiaries of
Sears.  

        The Trustee has insurance in effect with total coverage of
$60,000,000 (subject to a deductible) which insures directors and
officers of the Trustee against certain claims which are not
indemnifiable by the Trustee.  The Trustee also has its own bankers
blanket bond of $150,000,000 (subject to a deductible) insuring it
against robbery, theft, fidelity and mysterious disappearance.  An
additional $50,000,000 policy (subject to a deductible) acts as
excess coverage over the blanket bond to provide protection for the
loss of customer securities in its custody.  In addition, a
professional liability policy of $50,000,000 (subject to a
deductible) is carried which protects against legal liability for
an act, error or omission committed in the performance of
professional services in connection with trust operations.

        The ESOP Trustee has in effect insurance policies with
total coverage of $50,000,000 (subject to a deductible) which
insure the officers and directors of the ESOP Trustee and of
certain other entities affiliated with the ESOP Trustee, against
liabilities which are not indemnifiable by the ESOP Trustee.  This
coverage provides insurance to officers and directors for any
"wrongful act" committed in their capacities as officers and
directors.  "Wrongful act" is defined as any actual or alleged
error or misstatement or misleading statement or act or omission or
neglect or breach of duty of officers and directors while acting in
their individual or collective capacities, subject to standard
insurance policy exclusions.  The ESOP Trustee has its own bankers
blanket bond of $100,000,000, insuring it against robbery, theft,
embezzlement, forgery, computer crime and mysterious disappearance. 
An additional $75,000,000 policy acts as excess coverage to the
blanket bond to provide protection against the loss of customer
securities in its custody or in transit.  The ESOP Trustee has in
effect a professional liability policy of $40,000,000, which
protects it against legal liability from any act, error or omission
committed in the performance of professional services in its
corporate trust operations.


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 Fund document as amended and
restated as appears in Exhibit 4(A), to the Internal Revenue
Service ("IRS") in a timely manner and will make all changes
required by the IRS in order to qualify the Fund.

Item 9. Undertakings.

        Not applicable.

<PAGE>
                                               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 13th
day of September, 1996.



                                       SEARS, ROEBUCK AND CO.

                                       By:  /S/ Alan J. Lacy*     
                                            Alan J. Lacy          
                                      Executive Vice President,   
                                      and Chief Financial Officer


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

Signature                       Title                         Date

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

ALAN J. LACY*...................Executive Vice President
                                and Chief Financial Officer       
                                (Principal Financial Officer)

JAMES A. BLANDA*................Vice President and Controller     
                                (Principal Accounting Officer)

                                                            9/13/96
HALL ADAMS, JR.*.................Director
WARREN L. BATTS ................ Director
JAMES W. COZAD ................. Director               
MICHAEL A. MILES*.................Director
NANCY C. REYNOLDS* .............. Director              
CLARENCE B. ROGERS, JR*.......... Director              
DONALD H. RUMSFELD* ............. Director              




*By:  /S/ ALAN J. LACY    Individually and as Attorney-in-Fact
          Alan J. Lacy                             

 <PAGE>
        The Plan. Pursuant to the requirements of the Securities
Act of 1933, the administrators of The Savings and Profit Sharing
Fund of Sears Employees have duly caused this Registration
Statement to be signed on the Fund's behalf by the undersigned,
thereunto duly authorized, in the City of Chicago and the State of
Illinois, on the 13th day of September 1996.

                               THE SAVINGS AND PROFIT SHARING     
                                   FUND OF SEARS EMPLOYEES

                                By:  /S/Barry H. Pike             
                                     Profit Sharing Plan
                                        Administrator
<PAGE>
                                              EXHIBIT INDEX

Exhibit
Number

4(A)      Text of the Fund as amended and restated effective as of
          August 14, 1996*


4(B)      The Savings and Profit Sharing Fund of Sears Employees
          Trust Agreement as amended and restated effective as of
          June 30, 1995 [Incorporated by reference to Exhibit 99(b)
          to the Quarterly Report on Form 10-Q of Sears, Roebuck
          and Co. for the quarter ended July 1, 1995 (SEC File No.
          1-416)]

4(C)      Sears, Roebuck and Co. Employee Stock Ownership Trust, as
          amended and restated effective as of June 30, 1995
          [Incorporated by reference to Exhibit 99(c) to the
          Quarterly Report on Form 10-Q of Sears, Roebuck and Co.
          for the quarter ended July 1, 1995 (SEC File No. 1-     
          416)]

4(D)      Restated Certificate of Incorporation of Sears, Roebuck
          and Co. as amended and restated to May 13, 1996
          [Incorporated by reference to Exhibit 3(a) to
          Registration Statement No. 333-8141]

4(E)      By-Laws of Sears, Roebuck and Co. as amended to August
          14, 1996

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

23        Consent of Deloitte & Touche LLP*

24(a)     Power of Attorney of certain directors and officers of
          Sears, Roebuck and Co.*

24(b)     Power of Attorney of principal financial officer of
          Sears, Roebuck and Co.*



* Filed herewith 

                                                   E-1
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{"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": "333-11973", "film-number": "96630044"}, "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
                                             September 13, 1996

                                        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)

                        The Savings and Profit Sharing Fund of    
                                   Sears Employees
                            (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, Illinois 60179       
                      (Name and address of agent for service)

Telephone number, including area code, of agent for service:
                                                  847/286-2500
CALCULATION OF REGISTRATION FEE
Title of                Amount        Proposed    Proposed      Amount of
Securities to           to be         maximum     maximum       registration
be Registered           Registered    offering 
                                      price per
                                      share

Common Shares, par      3,000,000                                                         
value $0.75 per share..   shares          *       $132,187,500  $45,581.90
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.  

*The 3,000,000 common shares being registered represent the maximum
number of shares which, it is anticipated, may be acquired by the
Fund 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 on the average of
the high and low prices for Sears common shares on September 11,
1996 of $44.0625.

Pursuant to General Instruction E of Form S-8, the contents of
Registration Statement No. 33-57205 (filed January 9, 1995) are
incorporated by reference.
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.

        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 4(E) hereto.

        Judgments or decrees rendered against the Fund, the
Trustees, the Investment Committee or other fiduciaries which are
not based upon a breach of fiduciary responsibility are to be
satisfied from Fund assets and not from assets of the Trustees, the
Members of the Investment Committee or other named fiduciaries.  

        The Trust Agreement between Sears and the Trustee provides
that the Trustee shall be indemnified, held harmless and promptly
reimbursed by Sears against all claims, liabilities, fines and
penalties and all expenses (including, but not limited to, attorney
fees) reasonably incurred by or imposed upon it which arise as a
result of the Trustee's actions or failures to act by reason of
serving as Trustee, to the extent lawfully allowable; provided
that, notwithstanding the foregoing, (a) the Trustee shall not be
indemnified for its negligence, for willful breach of
responsibility, for actions or failures to act taken in bad faith,
or for any breach of ERISA and (b) the Company shall not indemnify
the Trustee for any such amount incurred through any settlement or
compromise of any action unless the Company consents in writing to
such settlement or compromise.  The Trust Agreement also provides
that to the maximum extent permitted by law, none of the Plan
Administrator, any present or former Investment Committee member,
nor any person who is or was a director, officer, or employee of an
Employer, shall be personally liable for any act done or omitted to
be done in the administration of the Plan or the Trust Agreement,
or the investment of the Trust Fund, unless such person acted
dishonestly.  Any employee to whom the Investment Committee, the
Plan Administrator, or the Company has delegated any portion of its
responsibilities under the Plan, any person who is or was a
director or officer of an Employer, the Plan Administrator, members
and former members of the Investment Committee, and each of them,
shall, to the maximum extent permitted by law, be indemnified and
saved harmless by the Employers (to the extent not indemnified and
saved harmless under any liability insurance or other
indemnification arrangement with respect to the Fund or the Trust
Agreement) from and against any and all liability or claim of
liability to which they may be subjected by reason of any act done
or to be done in connection with the administration of the Plan or
the Trust or the investment of the Trust Fund, including all
expenses reasonably incurred in their defense if the Employers fail
to provide such defense, unless such person acted dishonestly.

        The Trust Agreement between Sears and the ESOP Trustee of
the Fund provides for indemnification of the ESOP Trustee similar
to that provided to the Trustee.

        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 SIMCO and the Fund) 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.  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.  

        As authorized by the banking laws of the State of New York,
the by-laws of the Trustees generally provide indemnification to
their officers and directors that is substantially similar to the
indemnification provisions of Sears described above.  

        The BCL authorizes Sears and the Trustees, and the GCL
authorizes SIMCO, 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 (including
SIMCO and the Fund) against certain claims which are not
indemnifiable by Sears, SIMCO or the Fund. 

        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 (including SIMCO and the Fund),
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 Fund) sponsored by Sears and certain subsidiaries of
Sears.  

        The Trustee has insurance in effect with total coverage of
$60,000,000 (subject to a deductible) which insures directors and
officers of the Trustee against certain claims which are not
indemnifiable by the Trustee.  The Trustee also has its own bankers
blanket bond of $150,000,000 (subject to a deductible) insuring it
against robbery, theft, fidelity and mysterious disappearance.  An
additional $50,000,000 policy (subject to a deductible) acts as
excess coverage over the blanket bond to provide protection for the
loss of customer securities in its custody.  In addition, a
professional liability policy of $50,000,000 (subject to a
deductible) is carried which protects against legal liability for
an act, error or omission committed in the performance of
professional services in connection with trust operations.

        The ESOP Trustee has in effect insurance policies with
total coverage of $50,000,000 (subject to a deductible) which
insure the officers and directors of the ESOP Trustee and of
certain other entities affiliated with the ESOP Trustee, against
liabilities which are not indemnifiable by the ESOP Trustee.  This
coverage provides insurance to officers and directors for any
"wrongful act" committed in their capacities as officers and
directors.  "Wrongful act" is defined as any actual or alleged
error or misstatement or misleading statement or act or omission or
neglect or breach of duty of officers and directors while acting in
their individual or collective capacities, subject to standard
insurance policy exclusions.  The ESOP Trustee has its own bankers
blanket bond of $100,000,000, insuring it against robbery, theft,
embezzlement, forgery, computer crime and mysterious disappearance. 
An additional $75,000,000 policy acts as excess coverage to the
blanket bond to provide protection against the loss of customer
securities in its custody or in transit.  The ESOP Trustee has in
effect a professional liability policy of $40,000,000, which
protects it against legal liability from any act, error or omission
committed in the performance of professional services in its
corporate trust operations.

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 Fund document as amended and
restated as appears in Exhibit 4(A), to the Internal Revenue
Service ("IRS") in a timely manner and will make all changes
required by the IRS in order to qualify the Fund.

Item 9. Undertakings.

        Not applicable.
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 13th
day of September, 1996.

                                       SEARS, ROEBUCK AND CO.

                                       By:  /S/ Alan J. Lacy*     
                                            Alan J. Lacy          
                                      Executive Vice President,   
                                      and Chief Financial Officer

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

Signature                       Title                         Date

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

ALAN J. LACY*...................Executive Vice President
                                and Chief Financial Officer       
                                (Principal Financial Officer)

JAMES A. BLANDA*................Vice President and Controller     
                                (Principal Accounting Officer)

                                                            9/13/96
HALL ADAMS, JR.*.................Director
WARREN L. BATTS ................ Director
JAMES W. COZAD ................. Director               
MICHAEL A. MILES*.................Director
NANCY C. REYNOLDS* .............. Director              
CLARENCE B. ROGERS, JR*.......... Director              
DONALD H. RUMSFELD* ............. Director              

*By:  /S/ ALAN J. LACY    Individually and as Attorney-in-Fact
          Alan J. Lacy
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the administrators of The Savings and Profit Sharing
Fund of Sears Employees have duly caused this Registration
Statement to be signed on the Fund's behalf by the undersigned,
thereunto duly authorized, in the City of Chicago and the State of
Illinois, on the 13th day of September 1996.

                               THE SAVINGS AND PROFIT SHARING     
                                   FUND OF SEARS EMPLOYEES

                                By:  /S/Barry H. Pike             
                                     Profit Sharing Plan
                                        Administrator
EXHIBIT INDEX

Exhibit
Number

4(A)      Text of the Fund as amended and restated effective as of
          August 14, 1996*

4(B)      The Savings and Profit Sharing Fund of Sears Employees
          Trust Agreement as amended and restated effective as of
          June 30, 1995 [Incorporated by reference to Exhibit 99(b)
          to the Quarterly Report on Form 10-Q of Sears, Roebuck
          and Co. for the quarter ended July 1, 1995 (SEC File No.
          1-416)]

4(C)      Sears, Roebuck and Co. Employee Stock Ownership Trust, as
          amended and restated effective as of June 30, 1995
          [Incorporated by reference to Exhibit 99(c) to the
          Quarterly Report on Form 10-Q of Sears, Roebuck and Co.
          for the quarter ended July 1, 1995 (SEC File No. 1-     
          416)]

4(D)      Restated Certificate of Incorporation of Sears, Roebuck
          and Co. as amended and restated to May 13, 1996
          [Incorporated by reference to Exhibit 3(a) to
          Registration Statement No. 333-8141]

4(E)      By-Laws of Sears, Roebuck and Co. as amended to August
          14, 1996

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

23        Consent of Deloitte & Touche LLP*

24(a)     Power of Attorney of certain directors and officers of
          Sears, Roebuck and Co.*

24(b)     Power of Attorney of principal financial officer of
          Sears, Roebuck and Co.*

* Filed herewith 

                                                   E-1