REPURCHASE AGREEMENT

          THIS REPURCHASE AGREEMENT, dated as of December 30, 1993,
is entered into between SEARS, ROEBUCK AND CO., a New York
corporation (the "Repurchaser"), and SEARS ROEBUCK ACCEPTANCE
CORP., a Delaware corporation (the "Reseller").

                      W I T N E S S E T H:

          WHEREAS, the Repurchaser and the Reseller are parties
to that certain Purchase Agreement dated as of December 18, 1991
(the "Purchase Agreement"), pursuant to which the Repurchaser has
sold Principal Receivables arising from certain Accounts to
Reseller; and

          WHEREAS, the Repurchaser desires to purchase, and the
Reseller desires to sell, said Principal Receivables;

          NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein contained, the parties hereto agree
as follows:

          1.   Definitions.  Terms defined in the Purchase
Agreement and not otherwise defined herein have for purposes
hereof the meanings set forth in the Purchase Agreement.  The
following additional terms have for purposes hereof the meanings
set forth below:

          "Final Settlement Date" shall mean the Settlement Date
occurring on December 30, 1993.

          "Reassignment" means an instrument of assignment in
substantially the form of Exhibit A hereto duly executed by the
Reseller.

          2.   Agreement to Purchase and Sell.  (a) Upon the
terms and conditions of this Agreement, the Reseller agrees to
sell to the Repurchaser, and the Repurchaser agrees to purchase
from the Reseller, all right, title and interest of the Reseller
in and to all Principal Receivables sold to Reseller by
Repurchaser pursuant to the Purchase Agreement, on the Final
Settlement Date.

          (b) The sale hereunder shall transfer ownership of said
Principal Receivables including all rights to Collections due to
the Reseller with respect thereto, as of the end of the next
preceding Accounting Period with respect to the Final Settlement
Date.  Such sale shall be effected by the execution and delivery
by the Reseller of a Reassignment on the Final Settlement Date. 
The purchase price for said Principal Receivables shall be
$847,620,889.60.  In addition, Repurchaser shall pay to Reseller,
on the Final Settlement Date, interest on the aggregate unpaid
balances of said Principal Receivables as of the end of the next
preceding Accounting Period at the prime lending rate of
Continental Bank, N.A. in effect on November 30, 1993, for the
period from December 1, 1993 to December 30, 1993.

          (c) The final administrative fee under the Purchase
Agreement will be payable with respect to the Accounting Period
ending in November 1993.  Subsequent to the Final Settlement
Date, no further purchases of Principal Receivables, Collections,
settlements, administrative fee payments or other payments under
the Purchase Agreement shall be made, unless and until such time
as the parties shall otherwise specify in writing.

          3.   No Recourse.  The parties hereto acknowledge that
said Principal Receivables will be sold to the Repurchaser
without recourse of any kind against the Reseller.

          4.   Representation and Warranty of Reseller.  The
Reseller represents and warrants to the Repurchaser as of the
date hereof and as of the Final Settlement Date that since the
dates of purchase by the Reseller under the Purchase Agreement,
the Reseller has not sold, transferred or encumbered any of the
said Principal Receivables or any interest therein.  No other
representation or warranty is made by the Reseller with respect
to the subject matter of this Agreement.

          5.   Further Assurances.  Upon the execution and
delivery of the Reassignment, Reseller shall, at the expense of
the Repurchaser, execute such Uniform Commercial Code termination
statements and such other documents as Repurchaser may reasonably
request to evidence the termination of the ownership interest of
Reseller in said Principal Receivables and to confirm the absence
of any interest of the Reseller in said Principal Receivables
sold to the Repurchaser hereunder

          6.   Successors and Assigns.  This Agreement shall be
binding upon the Repurchaser and the Reseller, and shall inure to
the benefit of the Repurchaser and the Reseller and their
respective successors and assigns.

          7.    Counterparts.  This Agreement may be executed in
any number of counterparts all of which taken together shall
constitute one and the same instrument.

          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers.

SEARS, ROEBUCK AND CO.



By:  \s\ ALICE M. PETERSON
     Alice M. Peterson
     Vice President and Treasurer



SEARS ROEBUCK ACCEPTANCE CORP.



By:  \s\ MICHAEL W. PHILLIPS  
     Michael W. Phillips
     President and Chief
     Executive Officer

                                                        EXHIBIT A


                           ASSIGNMENT



          FOR VALUE RECEIVED, in accordance with the Repurchase
Agreement dated as of December 30, 1993 (the "Agreement") between
the undersigned and SEARS, ROEBUCK AND CO. (the "Repurchaser"),
the undersigned does hereby sell, assign and transfer unto the
Repurchaser and its successors and assigns all right, title and
interest of the undersigned in all Principal Receivables, at the
close of business on December 30, 1993.

          This assignment is made without recourse to the
undersigned and is made without warranty or representation except
for the representation and warranty expressly set forth in the
Agreement.

          IN WITNESS WHEREOF, the undersigned, through its duly
authorized officer, has caused this Assignment to be duly
executed as of the 30th day of December, 1993.


                         SEARS ROEBUCK ACCEPTANCE CORP.




                         By:  ___________________________
                              Name:
                              Title: