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<p ALIGN="CENTER">As filed with the Securities and Exchange Commission on
November 4, 2004<br>
</p>
<p ALIGN="RIGHT">Registration No. 333-</p>
<p ALIGN="RIGHT">&nbsp;</p>
</font><b><font FACE="Arial">
<p ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</font></b><font FACE="Arial"><br>
</font><font FACE="Arial" SIZE="2">Washington, DC 20549</font><font FACE="Arial"><br>
<br>
<b>FORM S-8</b><br>
</font><font FACE="Arial" SIZE="2">Registration Statement<br>
under<br>
The Securities Act of 1933</p>
<p ALIGN="CENTER">&nbsp;</p>
</font><b><font FACE="Arial" SIZE="4">
<p ALIGN="CENTER">SEARS, ROEBUCK AND CO.<br>
</font></b><font FACE="Arial" SIZE="2">(Exact name of registrant as specified in
its charter)</p>
<p ALIGN="CENTER">&nbsp;</p>
</font>
<div align="center">
  <center>
  <table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="672">
    <tr>
      <td WIDTH="46%" VALIGN="TOP"><b><font FACE="Arial" SIZE="2">
        <p ALIGN="CENTER">New York<br>
        </font></b><font FACE="Arial" SIZE="2">(State of jurisdiction of<br>
        incorporation of organization)</font></td>
      <td WIDTH="54%" VALIGN="TOP"><b><font FACE="Arial" SIZE="2">
        <p ALIGN="CENTER">36-1750680</font></b><font FACE="Arial" SIZE="2"><br>
        I.R.S. employer<br>
        identification no.)</font></td>
    </tr>
  </table>
  </center>
</div>
<font FACE="Arial" SIZE="2">
<p ALIGN="CENTER"><br>
<br>
<b>3333 Beverly Road<br>
Hoffman Estates, Illinois 60179<br>
</b>(Address of principal executive offices, including zip code)<br>
<br>
SEARS, ROEBUCK AND CO. DEFERRED COMPENSATION PLAN</p>
<p ALIGN="CENTER">(Full title of the plan)<br>
<br>
<b>Andrea L. Zopp<br>
Senior Vice President and General Counsel<br>
Sears, Roebuck and Co.<br>
3333 Beverly Road<br>
Hoffman Estates, Illinois 60179<br>
</b>(Name and address of agent for service)<br>
<br>
<b>(847) 286-2500</b><br>
(Telephone number, including area code, of agent for service)<br>
<br>
<br>
<b>CALCULATION OF REGISTRATION FEE<br>
</p>
</b></font>
<p ALIGN="CENTER"><center>
<div align="center">
  <center>
  <table BORDER="1" CELLSPACING="3" CELLPADDING="4">
    <tr>
      <td WIDTH="194" VALIGN="bottom"><b><font FACE="Arial" SIZE="1">
        <p ALIGN="CENTER"><br>
        <br>
        <br>
        <br>
        Title of Securities to be Registered</font></b></td>
      <td WIDTH="77" VALIGN="bottom"><b><font FACE="Arial" SIZE="1">
        <p ALIGN="CENTER"><br>
        <br>
        Amount to<br>
        be registered(1)</font></b></td>
      <td WIDTH="55" VALIGN="bottom"><b><font FACE="Arial" SIZE="1">
        <p ALIGN="CENTER">Proposed maximum offering price per unit</font></b></td>
      <td WIDTH="96" VALIGN="bottom"><b><font FACE="Arial" SIZE="1">
        <p ALIGN="CENTER"><br>
        Proposed maximum aggregate offering price (2)</font></b></td>
      <td WIDTH="100" VALIGN="bottom"><b><font FACE="Arial" SIZE="1">
        <p ALIGN="CENTER"><br>
        <br>
        <br>
        Amount of registration fee(3)</font></b></td>
    </tr>
    <tr>
      <td WIDTH="194" VALIGN="bottom"><font FACE="Arial" SIZE="1">
        <p>Deferred Compensation Obligations (1)</font></td>
      <td WIDTH="77" VALIGN="bottom"><font FACE="Arial" SIZE="1">
        <p ALIGN="CENTER">$50,000,000</font></td>
      <td WIDTH="55" VALIGN="bottom"><font FACE="Arial" SIZE="1">
        <p ALIGN="CENTER">100%</font></td>
      <td WIDTH="96" VALIGN="bottom"><font FACE="Arial" SIZE="1">
        <p ALIGN="CENTER">$50,000,000</font></td>
      <td WIDTH="100" VALIGN="bottom"><font FACE="Arial" SIZE="1">
        <p ALIGN="CENTER">$6,335</font></td>
    </tr>
  </table>
  </center>
</div>
</center><font FACE="Arial" SIZE="2">
<p><br>
(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 as amended
and restated to December 13, 2000 and as it heretofore has been, and hereafter
may be, amended and/or restated.</p>
<p>(2) Estimated solely for purposes of determining the amount of the
registration fee.</p>
</font><b><font FACE="Arial">
<hr noshade size="4">
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">PART I</font></b></p>
<p ALIGN="left"><font FACE="Arial" SIZE="2">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) promulgated by the
Securities and Exchange Commission (the &quot;Commission&quot;) under the
Securities Act of 1933, as amended (the &quot;Securities Act&quot;). These
documents and the documents incorporated by reference in 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.</p>
</font><b><font FACE="Arial">
<p ALIGN="CENTER">PART II<br>
<br>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</font></b><font FACE="Arial"><br>
</p>
</font>
<div align="center">
  <center>
  <table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="637">
    <tr>
      <td WIDTH="11%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Item 3.</font></td>
      <td WIDTH="89%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Incorporation of Documents by Reference</p>
        <p>The following documents filed by Sears, Roebuck and Co. (the
        &quot;Company&quot;) with the Commission are incorporated by reference
        in this Registration Statement:</p>
        <p>(1) The Company's Annual Report on Form 10-K for the fiscal year
        ended January 3, 2004;</p>
        <p>(2) The Company's Quarterly Reports on Forms 10-Q for the quarters
        ended April 3 and July 3, 2004; and</p>
        <p>(3) The Company's Current Reports on Form 8-K dated January 29, April
        21, July 22,&nbsp;<br>
        October 21 and November 4, 2004.</p>
        <p>All documents filed by the Company pursuant to Sections 13(a), 13(c),
        14 and 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 such securities then
        remaining unsold shall be deemed to be incorporated by reference in this
        Registration Statement and to be part hereof from the date of filing of
        such documents.</p>
        <p>Any statement or information contained in a document incorporated or
        deemed incorporated by reference herein shall be deemed modified or
        superseded for purposes of this Registration Statement to the extent
        that a statement or information contained herein or in any other
        subsequently filed document incorporated or deemed incorporated herein
        by reference modifies or supersedes such statement or information. Any
        such statement so modified or superseded shall not be deemed to be a
        part of this Registration Statement except as so modified or superseded.</p>
        </font></td>
    </tr>
    <tr>
      <td WIDTH="11%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Item 4.</font></td>
      <td WIDTH="89%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Description of Securities.</p>
        <p>The following description of the Deferred Compensation Obligations of
        the Company offered hereby (the &quot;Obligations&quot;) is qualified by
        reference to the text of the Sears, Roebuck and Co. Deferred
        Compensation Plan, as amended and restated to December 13, 2000 and as
        it heretofore has been, and hereafter may be, further amended and/or
        restated (the &quot;Plan&quot;). Capitalized terms used in this
        Registration Statement and not otherwise defined herein are defined in
        the Plan.</p>
        <p>Under the Plan, the Company will provide eligible employees of Sears
        and its subsidiaries with the opportunity to defer a portion of their
        future compensation, including base salary, annual and long-term
        incentive awards, amounts based on the value of restricted common shares
        when restrictions on those shares lapse and, in some cases and subject
        to possible restrictions imposed by the American Jobs Creation Act of
        2004 (discussed below), gain recognized upon exercising stock options.
        Each participant in the Plan chooses the amount <br>
        </p>
        <p align="center">2</p>
        <p>of compensation he or she wants to defer, subject to eligibility
        requirements and such limits as the Administrative Committee for Sears
        Benefit Plans may from time to time prescribe. The Company will credit
        that amount to a bookkeeping account called a &quot;Deferred
        Compensation Account&quot; or &quot;Account&quot;.</p>
        <p>The Company will index each participant's Account against one or more
        investment indices. Generally, a participant may elect the indices
        against which his or her Account will be indexed. However, deferrals of
        certain kinds of compensation are automatically indexed against Sears
        common shares. Each participant's Account is adjusted to reflect the
        investment experience of the applicable indices, including any
        appreciation or depreciation.</p>
        <p>The Company's obligation to pay Plan participants the amounts
        credited to their Accounts is referred to in this Registration Statement
        as the &quot;Deferred Compensation Obligations&quot; or the
        &quot;Obligations&quot;. The Obligations are unsecured general
        obligations of the Company, rank equally with other unsecured and
        unsubordinated indebtedness of the Company outstanding from time to time
        and are payable from the general assets of the Company. The Plan is
        unfunded. Amounts credited to Deferred Compensation Accounts are part of
        the general funds of the Company, are subject to all the risks of the
        Company's business and may be deposited, invested or expended in any
        manner whatsoever by the Company.</p>
        <p>One potential source of funds for paying the Obligations is the
        assets owned by the Company's subsidiaries. However, the right of the
        Company, and hence the right of its creditors (including participants in
        the Plan), to participate in a distribution of the assets of a
        subsidiary upon its liquidation, reorganization or otherwise necessarily
        is subject to the prior claims of creditors of the subsidiary, except to
        the extent that claims of the Company itself as a creditor may be
        recognized.</p>
        <p>The Obligations may not be assigned, transferred, pledged, attached
        or otherwise encumbered other than by operation of law or pursuant to a
        qualified domestic relations order meeting the requirements of Section
        414(p) of the Internal Revenue Code of 1986, as amended, and the
        regulations issued thereunder. A participant may designate persons or
        entities to receive any balance in his or her Deferred Compensation
        Account, payable in the event of death.</p>
        <p>The Obligations are not subject to redemption, in whole or in part,
        prior to the individual payment dates specified by the participants,
        unless the Company terminates the Plan. The Company may amend or
        terminate the Plan at any time, except that no amendment or termination
        may reduce the amount of compensation deferred or any interest or other
        amounts to be credited thereon through the end of the month in which the
        amendment or termination takes place. Generally, the Obligations will be
        paid following the participant's separation from service with the
        Company or its affiliates, except, as and to the extent provided in the
        Plan, in case of disability, hardship or, with respect to amounts
        deferred prior to January 1, 2005, an optional in-service withdrawal
        elected by the participant.</p>
        <p>The American Jobs Creation Act of 2004 imposes a number of
        requirements on nonqualified deferred compensation plans as a condition
        of the tax benefits associated with such plans. Deferrals under the Plan
        after January 1, 2004 are subject to the new requirements, which relate
        to both the types of deferrals that may be made under the Plan and the
        conditions under which distributions are permitted. The Company retains
        the right to make all changes to the Plan necessary to bring the Plan
        into compliance with the new requirements, and such further changes
        (even with respect to amounts deferred prior to January 1, 2005) as are
        advisable for the efficient administration of the Plan under the new
        rules. Internal Revenue Service guidance with respect to the new law is
        expected by the end of 2004, and the Company will distribute information
        with respect to the new law and its effect on the Plan as soon as
        practicable after that guidance is issued.</p>
        <p>The Obligations are not convertible into another security of the
        Company. The Obligations do not have the benefit of a negative pledge or
        any other affirmative or negative covenant on </p>
        <p align="center">3</p>
        <p>the part of the Company. No trustee has been appointed having the
        authority to take action with respect to the Obligations, and each
        participant will be responsible for acting independently with respect
        to, among other things, the giving of notices, responding to any request
        for consents, waivers or amendments pertaining to the Obligations,
        enforcing covenants, and taking action upon a default.</p>
        </font></td>
    </tr>
    <tr>
      <td WIDTH="11%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Item 5.</font></td>
      <td WIDTH="89%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Interests of Named Experts and Counsel.</p>
        <p>The legality of the Obligations covered by this Registration
        Statement has been passed upon for the Company by Andrea L. Zopp, Esq.,
        Senior Vice President and General Counsel of the Company. At the date
        hereof, Ms. Zopp held 15,160.97 shares of the Company's common stock and
        options to acquire an additional 62,000 shares of the Company's common
        stock. At that date, her Account balance under the Plan was $88,619.05.</p>
        </font></td>
    </tr>
    <tr>
      <td WIDTH="11%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2">
        <p>Item 6.</font></td>
      <td WIDTH="89%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2">
        <p>Indemnification of Directors and Officers.</p>
        <p>The Company is a New York corporation. Sections 721 through 726 of
        the New York Business Corporation Law (the &quot;BCL&quot;) provide
        that, in certain circumstances, a corporation may indemnify its
        directors and officers against judgments, fines, amounts paid in
        settlement and reasonable expenses, including attorneys' fees, actually
        and necessarily incurred as a result of any actual or threatened action
        or proceeding against such directors or officers, or by or in the right
        of any other enterprise which such directors or officers served in any
        capacity at the request of the corporation, by reason of the fact that
        such person acted in any of the capacities set forth above, if such
        director or officer (i) acted, in good faith, for a purpose which he or
        she reasonably believed to be in or not opposed to the best interests of
        the corporation and (ii) in criminal actions or proceedings, had no
        reasonable cause to believe that his or her conduct was unlawful;
        provided, however, that no indemnification may be provided where a final
        adjudication adverse to the director or officer establishes that his or
        her actions were committed in bad faith or were the result of active and
        deliberate dishonesty and were material to the cause of action
        adjudicated, or that he or she personally gained a financial profit or
        other advantage to which he or she was not legally entitled. A
        corporation is required to indemnify against reasonable expenses
        (including attorneys' fees) incurred by any director or officer who
        successfully defends any such action. The BCL also provides for
        indemnification of officers and directors in actions by or in the right
        of the corporation, subject to certain exceptions. Indemnification
        provided by these provisions of the BCL is not exclusive of any other
        rights to which a director or officer may be entitled. The foregoing
        statements are subject to the detailed provisions of the BCL.</p>
        <p>Article V of the Company's By-laws provides that the Company shall
        indemnify, to the full extent permitted by law, any officer or director
        of the Company made, or threatened to be made, a party to, or who is
        otherwise involved in, any action, suit or proceeding, whether civil,
        criminal, administrative or investigative, by reason of the fact that
        such person or his testator or intestate acted in any of the capacities
        set forth above or, while a director or officer of the Company and at
        the request of the Company, is or was serving another corporation in any
        capacity, against judgments, fines, amounts paid in settlement and all
        expenses, including attorneys' fees, actually incurred as a result of
        such action. Article V states that the indemnification benefits provided
        thereby are contract rights, enforceable as if set forth in a written
        contract.</p>
        <p>The Company has in effect insurance policies with total coverage of
        $150,000,000 (subject to a deductible) that insure directors and
        officers of the Company and certain of its affiliates against certain
        claims that are not indemnifiable by the Company or those affiliates.
        These policies insure the Company, certain affiliates of the Company and
        their respective directors and officers for up to $140,000,000 against
        certain liabilities arising from the management or administration of
        certain employee benefit plans sponsored by the Company and its
        affiliates.</p>
        </font></td>
    </tr>
    <tr>
      <td WIDTH="11%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Item 7.</font></td>
      <td WIDTH="89%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Exemption from Registration Claimed.</p>
        <p align="center">4</p>
        <p>Not applicable</p>
        </font></td>
    </tr>
    <tr>
      <td WIDTH="11%" VALIGN="TOP" HEIGHT="84"><font FACE="Arial" SIZE="2">
        <p>Item 8.</font></td>
      <td WIDTH="89%" VALIGN="TOP" HEIGHT="84"><font FACE="Arial" SIZE="2">
        <p>Exhibits.<br>
        <br>
        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.</font></td>
    </tr>
    <tr>
      <td WIDTH="11%" VALIGN="TOP" HEIGHT="84"><font FACE="Arial" SIZE="2">
        <p>Item 9.</font></td>
      <td WIDTH="89%" VALIGN="TOP" HEIGHT="84"><font FACE="Arial" SIZE="2">
        <p>Undertakings.<br>
        <br>
        (a) The Company hereby undertakes:<br>
        <br>
        (1) To file, during any period in which offers or sales are being made,
        a post-effective amendment to this Registration Statement:</p>
        <blockquote>
          (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;
        </blockquote>
        <blockquote>
          (ii) To reflect in the prospectus any facts or events arising after
          the effective date of this 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 this Registration Statement; and
        </blockquote>
        <blockquote>
          (iii) To include any material information with respect to the plan of
          distribution not previously disclosed in this Registration Statement
          or any material change to such information in this Registration
          Statement;
        </blockquote>
        <p>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 periodic reports filed with or
        furnished to the Commission by the Company pursuant to Section 13 or
        15(d) of the Securities Exchange Act of 1934 that are incorporated by
        reference in this Registration Statement.</p>
        <p>(2) That, for the purpose of determining any liability under the
        Securities Act, 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 <i>bona fide</i> offering thereof.</p>
        <p>(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.</p>
        <p>(b) The Company hereby undertakes that, for purposes of determining
        any liability under the Securities Act, each filing of the Company's
        annual report pursuant to Section 13(a) or 15(d) of the Securities
        Exchange Act of 1934 (and, where applicable, each filing of an employee
        benefit plan's annual report pursuant to Section 15(d) of the Securities
        Exchange Act of 1934) that is incorporated by reference in this
        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 <i>bona
        fide</i> offering thereof.</p>
        <p>(c) Insofar as indemnification for liabilities arising under the
        Securities Act may be permitted to directors, officers and controlling
        persons of the Company pursuant to the foregoing provisions, or
        otherwise, the Company has been advised that in the opinion of the
        Commission such indemnification is against public policy as expressed in
        the Securities Act and is, therefore, unenforceable. In the event that a
        claim for indemnification against such liabilities (other than the
        payment by the Company of expenses incurred or paid by a director,
        officer or controlling person of the Company 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 Company 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.</p>
        </font></td>
    </tr>
  </table>
  </center>
</div>
<font FACE="Arial">
<p ALIGN="CENTER"><font size="2">5</font></p>
<b>
<hr noshade size="4">
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">SIGNATURES</p>
</b></font><font FACE="Arial" SIZE="4">
<p ALIGN="CENTER">&nbsp;</p>
</font><font FACE="Arial" SIZE="2">
<p>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 the city of Hoffman Estates, State of Illinois, on November 4,
2004.</p>
</font>
<div align="center">
  <center>
  <table CELLSPACING="0" BORDER="0" CELLPADDING="5" width="563">
    <tr>
      <td WIDTH="210" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="329" VALIGN="TOP" COLSPAN="2"><b><font FACE="Arial" SIZE="2">
        <p>SEARS, ROEBUCK AND CO.</font></b></td>
    </tr>
    <tr>
      <td WIDTH="210" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="91" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="226" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>&nbsp;</p>
        <p>&nbsp;</font></td>
    </tr>
    <tr>
      <td WIDTH="210" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="91" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>By:</font></td>
      <td WIDTH="226" VALIGN="TOP"><u><font FACE="Arial" SIZE="2">
        <p>/s/Michael J. Graham<br>
        </font></u><font FACE="Arial" SIZE="2"><a NAME="OLE_LINK16">Michael J.
        Graham<br>
        Vice President and Controller</a></font></p>
      </td>
    </tr>
  </table>
  </center>
</div>
<font FACE="Arial" SIZE="2">
<p><br>
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:</p>
</font>
<div align="center">
  <center>
  <table CELLSPACING="0" BORDER="0" CELLPADDING="5">
    <tr>
      <td WIDTH="33%" VALIGN="TOP" COLSPAN="2"><b><font FACE="Arial" SIZE="2">
        <p ALIGN="CENTER">Signature</font></b></td>
      <td WIDTH="47%" VALIGN="TOP"><b><font FACE="Arial" SIZE="2">
        <p ALIGN="CENTER">Title</font></b></td>
      <td WIDTH="20%" VALIGN="TOP"><b><font FACE="Arial" SIZE="2">
        <p ALIGN="CENTER">Date<br>
        </font></b></td>
    </tr>
    <tr>
      <td WIDTH="33%" VALIGN="TOP" COLSPAN="2"><font FACE="Arial" SIZE="2">
        <p>Alan J. Lacy*</font></td>
      <td WIDTH="47%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Chairman of the Board of Directors, President, and Chief Executive
        Officer<br>
        (Principal Executive Officer)<br>
        </font></td>
      <td WIDTH="20%" VALIGN="TOP">
        <p><font face="Arial" size="2">November 4, 2004</font></td>
    </tr>
    <tr>
      <td WIDTH="33%" VALIGN="TOP" COLSPAN="2"><font FACE="Arial" SIZE="2">
        <p>Glenn R. Richter*</font></td>
      <td WIDTH="47%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Executive Vice President and Chief Financial Officer<br>
        (Principal Financial Officer)<br>
        </font></td>
      <td WIDTH="20%" VALIGN="TOP">
        <p><font face="Arial" size="2">November 4, 2004</font></td>
    </tr>
    <tr>
      <td WIDTH="33%" VALIGN="TOP" COLSPAN="2"><font FACE="Arial" SIZE="2">
        <p>Michael J. Graham*</font></td>
      <td WIDTH="47%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Vice President and Controller<br>
        (Principal Accounting Officer)<br>
        </font></td>
      <td WIDTH="20%" VALIGN="TOP">
        <p><font face="Arial" size="2">November 4, 2004</font></td>
    </tr>
    <tr>
      <td WIDTH="33%" VALIGN="TOP" COLSPAN="2"><font FACE="Arial" SIZE="2">
        <p>Hall Adams, Jr.*</p>
        </font></td>
      <td WIDTH="47%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Director</font></td>
      <td WIDTH="20%" VALIGN="TOP">
        <p><font face="Arial" size="2">November 4, 2004</font></td>
    </tr>
    <tr>
      <td WIDTH="33%" VALIGN="TOP" COLSPAN="2"><font FACE="Arial" SIZE="2">
        <p>William L. Bax*</p>
        </font></td>
      <td WIDTH="47%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Director</font></td>
      <td WIDTH="20%" VALIGN="TOP">
        <p><font face="Arial" size="2">November 4, 2004</font></td>
    </tr>
    <tr>
      <td WIDTH="33%" VALIGN="TOP" COLSPAN="2"><font FACE="Arial" SIZE="2">
        <p>Donald J. Carty*</p>
        </font></td>
      <td WIDTH="47%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Director</font></td>
      <td WIDTH="20%" VALIGN="TOP">
        <p><font face="Arial" size="2">November 4, 2004</font></td>
    </tr>
    <tr>
      <td WIDTH="33%" VALIGN="TOP" COLSPAN="2"><font FACE="Arial" SIZE="2">
        <p>W. James Farrell*</p>
        </font></td>
      <td WIDTH="47%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Director</font></td>
      <td WIDTH="20%" VALIGN="TOP">
        <p><font face="Arial" size="2">November 4, 2004</font></td>
    </tr>
    <tr>
      <td WIDTH="33%" VALIGN="TOP" COLSPAN="2"><font FACE="Arial" SIZE="2">
        <p>Michael A. Miles*</p>
        </font></td>
      <td WIDTH="47%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Director</font></td>
      <td WIDTH="20%" VALIGN="TOP">
        <p><font face="Arial" size="2">November 4, 2004</font></td>
    </tr>
    <tr>
      <td WIDTH="33%" VALIGN="TOP" COLSPAN="2"><font FACE="Arial" SIZE="2">
        <p>Dorothy A. Terrell*</p>
        </font></td>
      <td WIDTH="47%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Director</font></td>
      <td WIDTH="20%" VALIGN="TOP">
        <p><font face="Arial" size="2">November 4, 2004</font></td>
    </tr>
    <tr>
      <td WIDTH="33%" VALIGN="TOP" COLSPAN="2"><font FACE="Arial" SIZE="2">
        <p>Raul Yzaguirre*</p>
        <p>&nbsp;</font></td>
      <td WIDTH="47%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Director</font></td>
      <td WIDTH="20%" VALIGN="TOP">
        <p><font face="Arial" size="2">November 4, 2004</font></td>
    </tr>
    <tr>
      <td WIDTH="9%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p><br>
        *By:</font></td>
      <td WIDTH="91%" VALIGN="TOP" COLSPAN="3"><font FACE="Arial" SIZE="2">
        <p><a NAME="OLE_LINK9"><br>
        <u>/s/ Michael J. Graham</u></a><br>
        Michael J. Graham<br>
        Individually and as Attorney-in-fact</font></td>
    </tr>
  </table>
  </center>
</div>
<font FACE="Arial">
<p align="center"><font size="1">S-1</font></p>
<b>
<hr noshade size="4">
<p ALIGN="CENTER">EXHIBIT INDEX</p>
</b></font><font FACE="Arial" SIZE="4"></font>
<div align="center">
  <center>
  <table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="638">
    <tr>
      <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p ALIGN="CENTER">Exhibit Number<br>
        </font></td>
      <td WIDTH="87%" VALIGN="TOP">&nbsp;</td>
    </tr>
    <tr>
      <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p ALIGN="CENTER">4.1</font></td>
      <td WIDTH="87%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Registrant's Deferred Compensation Plan, as amended and restated to
        December 13, 2000 (incorporated by reference to Exhibit 10.(ii)(15) to
        Registrant's Annual Report on Form 10-K for the fiscal year ended
        December 30, 2000)</p>
        </font></td>
    </tr>
    <tr>
      <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p ALIGN="CENTER">4.2</font></td>
      <td WIDTH="87%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>First Amendment to the Sears, Roebuck and Co. Deferred Compensation
        Plan, as amended and restated to December 13, 2000*</p>
        </font></td>
    </tr>
    <tr>
      <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p ALIGN="CENTER">5.1</font></td>
      <td WIDTH="87%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Opinion of Andrea L. Zopp, Esq.*</p>
        </font></td>
    </tr>
    <tr>
      <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p ALIGN="CENTER">5.2</font></td>
      <td WIDTH="87%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Opinion of Mayer, Brown, Rowe &amp; Maw LLP*</p>
        </font></td>
    </tr>
    <tr>
      <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p ALIGN="CENTER">15</font></td>
      <td WIDTH="87%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p><a NAME="OLE_LINK3">Acknowledgment of awareness from Deloitte &amp;
        Touche LLP, dated November 3, 2004, regarding unaudited interim
        financial information</a>*</p>
        </font></td>
    </tr>
    <tr>
      <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p ALIGN="CENTER">23.1</font></td>
      <td WIDTH="87%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Consent of Deloitte &amp; Touche LLP*</p>
        </font></td>
    </tr>
    <tr>
      <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p ALIGN="CENTER">23.2</font></td>
      <td WIDTH="87%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Consent of Andrea L. Zopp (included in opinion filed as Exhibit 5.1)</p>
        </font></td>
    </tr>
    <tr>
      <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p ALIGN="CENTER">23.3</font></td>
      <td WIDTH="87%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Consent of Mayer, Brown, Rowe &amp; Maw LLP (included in opinion
        filed as Exhibit 5.2)</p>
        </font></td>
    </tr>
    <tr>
      <td WIDTH="13%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p ALIGN="CENTER">24</font></td>
      <td WIDTH="87%" VALIGN="TOP"><font FACE="Arial" SIZE="2">
        <p>Power of Attorney*</p>
        </font></td>
    </tr>
    <tr>
      <td WIDTH="13%" VALIGN="TOP">&nbsp;</td>
      <td WIDTH="87%" VALIGN="TOP">&nbsp;</td>
    </tr>
  </table>
  </center>
</div>
<font FACE="Arial" SIZE="2">
<p>&nbsp;</p>
<p>*Filed herewith</p>
</font>
<p align="center"><font face="Arial" size="1">E-1</font></p>

</body>

</html>
[{"type": "S-8", "sequence": "1", "filename": "deferredcomps811042004.htm", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 34243}]
{"company-data": {"conformed-name": "SEARS ROEBUCK & CO", "cik": "0000319256", "assigned-sic": "5311", "irs-number": "361750680", "state-of-incorporation": "NY", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120219", "film-number": "041119281"}, "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"}}
New Page 1
As filed with the Securities and Exchange Commission on
November 4, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 of jurisdiction of
incorporation of organization)
36-1750680
I.R.S. employer
identification no.)
3333 Beverly Road
Hoffman Estates, Illinois 60179
(Address of principal executive offices, including zip code)
SEARS, ROEBUCK AND CO. DEFERRED COMPENSATION PLAN
(Full title of the plan)
Andrea L. Zopp
Senior Vice President and General Counsel
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois 60179
(Name and address of agent for service)
(847) 286-2500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount to
be registered(1)
Proposed maximum offering price per unit
Proposed maximum aggregate offering price (2)
Amount of registration fee(3)
Deferred Compensation Obligations (1)
$50,000,000
100%
$50,000,000
$6,335
(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 as amended
and restated to December 13, 2000 and as it heretofore has been, and hereafter
may be, amended and/or restated.
(2) Estimated solely for purposes of determining the amount of the
registration fee.
PART I
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) promulgated by the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
The following documents filed by Sears, Roebuck and Co. (the
        "Company") with the Commission are incorporated by reference
        in this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year
        ended January 3, 2004;
(2) The Company's Quarterly Reports on Forms 10-Q for the quarters
        ended April 3 and July 3, 2004; and
(3) The Company's Current Reports on Form 8-K dated January 29, April
        21, July 22,
October 21 and November 4, 2004.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
        14 and 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 such securities then
        remaining unsold shall be deemed to be incorporated by reference in this
        Registration Statement and to be part hereof from the date of filing of
        such documents.
Any statement or information contained in a document incorporated or
        deemed incorporated by reference herein shall be deemed modified or
        superseded for purposes of this Registration Statement to the extent
        that a statement or information contained herein or in any other
        subsequently filed document incorporated or deemed incorporated herein
        by reference modifies or supersedes such statement or information. Any
        such statement so modified or superseded shall not be deemed to be a
        part of this Registration Statement except as so modified or superseded.
Item 4.
Description of Securities.
The following description of the Deferred Compensation Obligations of
        the Company offered hereby (the "Obligations") is qualified by
        reference to the text of the Sears, Roebuck and Co. Deferred
        Compensation Plan, as amended and restated to December 13, 2000 and as
        it heretofore has been, and hereafter may be, further amended and/or
        restated (the "Plan"). Capitalized terms used in this
        Registration Statement and not otherwise defined herein are defined in
        the Plan.
Under the Plan, the Company will provide eligible employees of Sears
        and its subsidiaries with the opportunity to defer a portion of their
        future compensation, including base salary, annual and long-term
        incentive awards, amounts based on the value of restricted common shares
        when restrictions on those shares lapse and, in some cases and subject
        to possible restrictions imposed by the American Jobs Creation Act of
        2004 (discussed below), gain recognized upon exercising stock options.
        Each participant in the Plan chooses the amount
2
of compensation he or she wants to defer, subject to eligibility
        requirements and such limits as the Administrative Committee for Sears
        Benefit Plans may from time to time prescribe. The Company will credit
        that amount to a bookkeeping account called a "Deferred
        Compensation Account" or "Account".
The Company will index each participant's Account against one or more
        investment indices. Generally, a participant may elect the indices
        against which his or her Account will be indexed. However, deferrals of
        certain kinds of compensation are automatically indexed against Sears
        common shares. Each participant's Account is adjusted to reflect the
        investment experience of the applicable indices, including any
        appreciation or depreciation.
The Company's obligation to pay Plan participants the amounts
        credited to their Accounts is referred to in this Registration Statement
        as the "Deferred Compensation Obligations" or the
        "Obligations". The Obligations are unsecured general
        obligations of the Company, rank equally with other unsecured and
        unsubordinated indebtedness of the Company outstanding from time to time
        and are payable from the general assets of the Company. The Plan is
        unfunded. Amounts credited to Deferred Compensation Accounts are part of
        the general funds of the Company, are subject to all the risks of the
        Company's business and may be deposited, invested or expended in any
        manner whatsoever by the Company.
One potential source of funds for paying the Obligations is the
        assets owned by the Company's subsidiaries. However, the right of the
        Company, and hence the right of its creditors (including participants in
        the Plan), to participate in a distribution of the assets of a
        subsidiary upon its liquidation, reorganization or otherwise necessarily
        is subject to the prior claims of creditors of the subsidiary, except to
        the extent that claims of the Company itself as a creditor may be
        recognized.
The Obligations may not be assigned, transferred, pledged, attached
        or otherwise encumbered other than by operation of law or pursuant to a
        qualified domestic relations order meeting the requirements of Section
        414(p) of the Internal Revenue Code of 1986, as amended, and the
        regulations issued thereunder. A participant may designate persons or
        entities to receive any balance in his or her Deferred Compensation
        Account, payable in the event of death.
The Obligations are not subject to redemption, in whole or in part,
        prior to the individual payment dates specified by the participants,
        unless the Company terminates the Plan. The Company may amend or
        terminate the Plan at any time, except that no amendment or termination
        may reduce the amount of compensation deferred or any interest or other
        amounts to be credited thereon through the end of the month in which the
        amendment or termination takes place. Generally, the Obligations will be
        paid following the participant's separation from service with the
        Company or its affiliates, except, as and to the extent provided in the
        Plan, in case of disability, hardship or, with respect to amounts
        deferred prior to January 1, 2005, an optional in-service withdrawal
        elected by the participant.
The American Jobs Creation Act of 2004 imposes a number of
        requirements on nonqualified deferred compensation plans as a condition
        of the tax benefits associated with such plans. Deferrals under the Plan
        after January 1, 2004 are subject to the new requirements, which relate
        to both the types of deferrals that may be made under the Plan and the
        conditions under which distributions are permitted. The Company retains
        the right to make all changes to the Plan necessary to bring the Plan
        into compliance with the new requirements, and such further changes
        (even with respect to amounts deferred prior to January 1, 2005) as are
        advisable for the efficient administration of the Plan under the new
        rules. Internal Revenue Service guidance with respect to the new law is
        expected by the end of 2004, and the Company will distribute information
        with respect to the new law and its effect on the Plan as soon as
        practicable after that guidance is issued.
The Obligations are not convertible into another security of the
        Company. The Obligations do not have the benefit of a negative pledge or
        any other affirmative or negative covenant on
3
the part of the Company. No trustee has been appointed having the
        authority to take action with respect to the Obligations, and each
        participant will be responsible for acting independently with respect
        to, among other things, the giving of notices, responding to any request
        for consents, waivers or amendments pertaining to the Obligations,
        enforcing covenants, and taking action upon a default.
Item 5.
Interests of Named Experts and Counsel.
The legality of the Obligations covered by this Registration
        Statement has been passed upon for the Company by Andrea L. Zopp, Esq.,
        Senior Vice President and General Counsel of the Company. At the date
        hereof, Ms. Zopp held 15,160.97 shares of the Company's common stock and
        options to acquire an additional 62,000 shares of the Company's common
        stock. At that date, her Account balance under the Plan was $88,619.05.
Item 6.
Indemnification of Directors and Officers.
The Company is a New York corporation. Sections 721 through 726 of
        the New York Business Corporation Law (the "BCL") provide
        that, in certain circumstances, a corporation may indemnify its
        directors and officers against judgments, fines, amounts paid in
        settlement and reasonable expenses, including attorneys' fees, actually
        and necessarily incurred as a result of any actual or threatened action
        or proceeding against such directors or officers, or by or in the right
        of any other enterprise which such directors or officers served in any
        capacity at the request of the corporation, by reason of the fact that
        such person acted in any of the capacities set forth above, if such
        director or officer (i) acted, in good faith, for a purpose which he or
        she reasonably believed to be in or not opposed to the best interests of
        the corporation and (ii) in criminal actions or proceedings, had no
        reasonable cause to believe that his or her conduct was unlawful;
        provided, however, that no indemnification may be provided where a final
        adjudication adverse to the director or officer establishes that his or
        her actions were committed in bad faith or were the result of active and
        deliberate dishonesty and were material to the cause of action
        adjudicated, or that he or she personally gained a financial profit or
        other advantage to which he or she was not legally entitled. A
        corporation is required to indemnify against reasonable expenses
        (including attorneys' fees) incurred by any director or officer who
        successfully defends any such action. The BCL also provides for
        indemnification of officers and directors in actions by or in the right
        of the corporation, subject to certain exceptions. Indemnification
        provided by these provisions of the BCL is not exclusive of any other
        rights to which a director or officer may be entitled. The foregoing
        statements are subject to the detailed provisions of the BCL.
Article V of the Company's By-laws provides that the Company shall
        indemnify, to the full extent permitted by law, any officer or director
        of the Company made, or threatened to be made, a party to, or who is
        otherwise involved in, any action, suit or proceeding, whether civil,
        criminal, administrative or investigative, by reason of the fact that
        such person or his testator or intestate acted in any of the capacities
        set forth above or, while a director or officer of the Company and at
        the request of the Company, is or was serving another corporation in any
        capacity, against judgments, fines, amounts paid in settlement and all
        expenses, including attorneys' fees, actually incurred as a result of
        such action. Article V states that the indemnification benefits provided
        thereby are contract rights, enforceable as if set forth in a written
        contract.
The Company has in effect insurance policies with total coverage of
        $150,000,000 (subject to a deductible) that insure directors and
        officers of the Company and certain of its affiliates against certain
        claims that are not indemnifiable by the Company or those affiliates.
        These policies insure the Company, certain affiliates of the Company and
        their respective directors and officers for up to $140,000,000 against
        certain liabilities arising from the management or administration of
        certain employee benefit plans sponsored by the Company and its
        affiliates.
Item 7.
Exemption from Registration Claimed.
4
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.
Item 9.
Undertakings.
(a) The Company 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;
(ii) To reflect in the prospectus any facts or events arising after
          the effective date of this 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 this Registration Statement; and
(iii) To include any material information with respect to the plan of
          distribution not previously disclosed in this Registration Statement
          or any material change to such information in this 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 periodic reports filed with or
        furnished to the Commission by the Company pursuant to Section 13 or
        15(d) of the Securities Exchange Act of 1934 that are incorporated by
        reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
        Securities Act, 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 Company hereby undertakes that, for purposes of determining
        any liability under the Securities Act, each filing of the Company's
        annual report pursuant to Section 13(a) or 15(d) of the Securities
        Exchange Act of 1934 (and, where applicable, each filing of an employee
        benefit plan's annual report pursuant to Section 15(d) of the Securities
        Exchange Act of 1934) that is incorporated by reference in this
        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 may be permitted to directors, officers and controlling
        persons of the Company pursuant to the foregoing provisions, or
        otherwise, the Company has been advised that in the opinion of the
        Commission such indemnification is against public policy as expressed in
        the Securities Act and is, therefore, unenforceable. In the event that a
        claim for indemnification against such liabilities (other than the
        payment by the Company of expenses incurred or paid by a director,
        officer or controlling person of the Company 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 Company 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.
5
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 the city of Hoffman Estates, State of Illinois, on November 4,
2004.
SEARS, ROEBUCK AND CO.
By:
/s/Michael J. Graham
Michael J.
        Graham
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
Alan J. Lacy*
Chairman of the Board of Directors, President, and Chief Executive
        Officer
(Principal Executive Officer)
November 4, 2004
Glenn R. Richter*
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
November 4, 2004
Michael J. Graham*
Vice President and Controller
(Principal Accounting Officer)
November 4, 2004
Hall Adams, Jr.*
Director
November 4, 2004
William L. Bax*
Director
November 4, 2004
Donald J. Carty*
Director
November 4, 2004
W. James Farrell*
Director
November 4, 2004
Michael A. Miles*
Director
November 4, 2004
Dorothy A. Terrell*
Director
November 4, 2004
Raul Yzaguirre*
Director
November 4, 2004
*By:
/s/ Michael J. Graham
Michael J. Graham
Individually and as Attorney-in-fact
S-1
EXHIBIT INDEX
Exhibit Number
4.1
Registrant's Deferred Compensation Plan, as amended and restated to
        December 13, 2000 (incorporated by reference to Exhibit 10.(ii)(15) to
        Registrant's Annual Report on Form 10-K for the fiscal year ended
        December 30, 2000)
4.2
First Amendment to the Sears, Roebuck and Co. Deferred Compensation
        Plan, as amended and restated to December 13, 2000*
5.1
Opinion of Andrea L. Zopp, Esq.*
5.2
Opinion of Mayer, Brown, Rowe & Maw LLP*
15
Acknowledgment of awareness from Deloitte &
        Touche LLP, dated November 3, 2004, regarding unaudited interim
        financial information
*
23.1
Consent of Deloitte & Touche LLP*
23.2
Consent of Andrea L. Zopp (included in opinion filed as Exhibit 5.1)
23.3
Consent of Mayer, Brown, Rowe & Maw LLP (included in opinion
        filed as Exhibit 5.2)
24
Power of Attorney*
*Filed herewith
E-1