EXHIBIT 4(e)


                   SEARS, ROEBUCK AND CO.              
                         Sears Tower
                   Chicago, Illinois 60684



                        May 15, 1995



Sears Roebuck Acceptance Corp.
3711 Kennett Pike
Greenville, Delaware 19807

Gentlemen:

     Sears Roebuck Acceptance Corp. ("SRAC"), as registrant,
and Sears, Roebuck and Co. ("Sears"), as co-registrant, have
filed a registration statement (Registration Statement No.
33-58139) with the Securities and Exchange Commission, and
presently propose to file Amendment No. 1 thereto (the
"Registration Statement").  The Registration Statement, as
proposed to be amended, relates to up to $3 billion
aggregate initial offering price of Debt Securities to be
issued by SRAC (the "Debt Securities").  Subject to the
provisions contained in the form of Indenture, pursuant to
which the Debt Securities are proposed to be issued, which
is proposed to be filed as an exhibit to Amendment No. 1 to
the Registration Statement (the "Indenture"), SRAC will be
required to maintain a Fixed Charge Coverage Ratio (as
defined in the Indenture) for any fiscal quarter of not less
than 1.10 and SRAC has agreed to cause Sears to continue to
own and hold all legal title to and beneficial interest in
all of the outstanding voting stock of SRAC. 

     This is to confirm our agreement ("Fixed Charge
Coverage and Ownership Agreement") that Sears will (a) pay
SRAC such amounts which, together with any other earnings
available to SRAC therefor, are sufficient for SRAC to
maintain a Fixed Charge Coverage Ratio for any fiscal
quarter of not less than 1.10 as long as SRAC is required by
the provisions of the Indenture relating to any outstanding
Debt Securities to maintain such Fixed Charge Coverage Ratio
and (b) continue to own and to hold all legal title to and
beneficial interest in all of the outstanding voting stock
of SRAC as long as SRAC is required by the provisions of the
Indenture relating to any outstanding Debt Securities to
cause Sears to own and hold such title and interest.

     This agreement is made for the benefit of the holders
of outstanding Debt Securities under the Indenture (the
"Holders").  SRAC will cause Sears to observe and perform in
all material respects all covenants or agreements of Sears
contained in this agreement.  Sears agrees that any Holder
may bring a direct and immediate action against Sears to
enforce Sears obligations hereunder.

     If the foregoing satisfactorily sets forth the terms
and conditions of our agreement, please indicate your
acceptance thereof by the signature of a duly authorized
officer in the space provided below and on the duplicate
original of this letter which is enclosed.

                              Very truly yours,

                              SEARS, ROEBUCK AND CO.

               By:    /s/ Alice M. Peterson      
                         Alice M. Peterson
                         Vice President and Treasurer


Accepted:

SEARS ROEBUCK ACCEPTANCE CORP.


By:  /s/ Keith E. Trost     
     Keith E. Trost
     President