REGISTERED        SEARS ROEBUCK ACCEPTANCE CORP.                  REGISTERED



No. FLR-           MEDIUM-TERM NOTE SERIES III                        CUSIP 



 (FLOATING RATE)





Except as otherwise provided in Section 2.10 of the Indenture,
this Note may be transferred, in whole but not in part, only to
another nominee of the Depository or to a successor  Depository
or to a nominee of such successor Depository.



Unless this Note is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New
York) to the Company or its agent for registration of transfer,
exchange or payment, and any Note issued upon registration of
transfer of, or in exchange for, or in lieu of, this Note is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository
Trust Company and any payment hereon is made to Cede & Co. ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner herof,
Cede & Co., has an interest herein.



ORIGINAL ISSUE DATE:



MATURITY DATE:	

			

INITIAL INTEREST RATE:



MAXIMUM RATE:



INDEX MATURITY:



MINIMUM RATE:



SPREAD (plus or minus):



CALCULATION AGENT:



SPREAD MULTIPLIER:



REDEMPTION COMMENCEMENT  DATE:



INTEREST RATE BASIS:



DESIGNATED CMT MATURITY INDEX:



INTEREST PAYMENT DATES:



DESIGNATED CMT TELERATE PAGE:



INTEREST RESET DATES:



REDEMPTION PRICE:	IF A REDEMPTION COMMENCEMENT  DATE IS
SPECIFIED ABOVE, THE REDEMPTION PRICE SHALL BE                  
                                   % OF THE PRINCIPAL AMOUNT OF
THIS NOTE TO BE REDEEMED AND THE REDEMPTION PRICE SHALL DECLINE
AT EACH ANNIVERSARY OF THE REDEMPTION COMMENCEMENT  DATE BY     
                    %



OF THE PRINCIPAL AMOUNT OF THIS NOTE TO BE REDEEMED UNTIL THE
REDEMPTION PRICE IS                             % OF SUCH
PRINCIPAL AMOUNT.



OTHER PROVISIONS:





	Sears Roebuck Acceptance Corp., a corporation duly organized
and existing under the laws of the State of New York (herein
referred to as the "Company",  which term includes any successor
 corporation under the indenture hereinafter referred to), for
value received, hereby promises to pay to













or registered assigns, upon presentation and surrender of this
Note on the Maturity Date shown above (except to the extent
redeemed prior to the Maturity Date) at the office or agency of
the Company in the Borough of Manhattan of The City of New York,
or, at the option of the Holder, such office or agency, if any,
maintained by the Company in the city in which the principal
executive offices of the Company are located or the city in
which the principal corporate trust office of the Trustee is
located, the principal sum of







                                                                
                  

           Principal Amount	                   Specified Currency



and to pay interest thereon at the rate per annum equal to the
Initial Interest Rate shown above until the first Interest Reset
Date shown above and thereafter at the rate determined in
accordance with the provisions on the reverse hereof depending
on the Interest Rate Basis shown above.



	This Note will bear interest from the Original Issue Date
specified above or from the most recent Interest Payment Date to
which interest on this Note has been paid or duly provided for.



	Interest on this Note shall be payable on the Interest Payment
Dates and on the Maturity Date indicated above (or the date of
redemption), except that if this Note was originally issued
between a Regular Record Date and an Interest Payment Date, the
first payment of interest will be made on the Interest Payment
Date following the next succeeding Regular Record Date to the
registered Holder on such next succeeding Regular Record Date. 
If any Interest Payment Date would fall on a day that is not a
Business Day, such Interest Payment Date shall be the next
succeeding Business Day (or, if the Interest Rate Basis on this
Note is LIBOR, if such day falls in the next calendar month, the
next preceding Business Day).  If the Maturity Date of this Note
falls on a day that is not a Business Day, the payment of
interest and principal may be made on the next succeeding
Business Day with the same force and effect as if made at
maturity, and no interest on such payment shall accrue for the
period from and after the Maturity Date.



	The Regular Record Date shall be the date 15 calendar days
prior to each Interest Payment Date, whether or not such date
shall be a Business Day.



	"Business  Day" as used herein means each Monday, Tuesday,
Wednesday, Thursday, and Friday which is (a) not a legal holiday
for banking institutions in any of the City of Wilmington,
Delaware, the City of Chicago, The City of New York or the city
in which the principal corporate trust office of the Trustee is
located, and (b) if this Note is denominated in a currency other
than Dollars, any such day that is not a legal holiday for
banking institutions in

                                               , and (c) if the
Interest Rate Basis

Principal Financial Center of Country 

Issuing Currency

with respect to this Note is LIBOR, any such day specified in
(a) on which dealings in deposits in U.S. dollars are transacted
in the London interbank market. 



	The principal of (and premium, if any), and interest on, this
Note is payable by the Company in the Specified Currency. 
Interest payable on any Interest Payment Date (other than
Defaulted Interest) shall be payable to the person who is the
registered Holder at the close of business on the immediately
preceding Regular Record Date.  Interest payable upon redemption
or at maturity (other than a redemption or maturity occurring on
an Interest Payment Date) will be paid to the same person to
whom the principal amount of this Note is payable.



	Payment of principal of (and premium, if any), and interest on,
this Note (if the Holder of this Note is a Depository as defined
in the Indenture referred to on the reverse hereof or a nominee
of such a Depository) will be made in accordance with any
applicable provisions of such written agreement between the
Company, the Trustee and such Depository (or its nominee) as may
be in effect from time to time or (if the Holder of this Note
holds an aggregate principal amount of $10,000,000 or more of
Notes with respect to which such payment of principal (and
premium, if any) or interest, as applicable, is to be made on
such day) will be made by wire transfer if the Holder shall have
designated in writing to the Trustee an account with a bank
located in the country issuing the Specified Currency or such
other country as shall be satisfactory  to the Company and the
Trustee.  If payment of interest is to be made by wire transfer,
such information must be received by the Trustee at its
corporate trust office in the Borough of Manhattan of The City
of New York on or prior to the Regular Record Date for an
Interest Payment Date.  The Trustee will, subject to applicable
laws and regulations and until it receives notice to the
contrary, make such payment to such Holder by wire transfer to
the designated account.  If a payment of interest is not made in
accordance with such a written agreement or by wire transfer,
payment will be made by check.  Checks for payment of interest
on an Interest Payment Date will be mailed to the Holder at the
address of such Holder appearing on the Security Register on the
applicable Regular Record Date.



	To receive payment of a U.S. dollar denominated Note upon
redemption or at maturity, a Holder must make presentation and
surrender of such Note on or before the Redemption Date or
Maturity Date, as applicable.  Payment (other than payment in
accordance with a written agreement between the Company, the
Trustee and a Depository (or its nominee) as set forth above)
will be made by check unless proper wire instructions are on
file with the Trustee or are received at presentment.  To
receive payment of a Note denominated in a Foreign Currency upon
redemption or at maturity, a Holder must make presentation and
surrender not less than two Business Days prior to the
Redemption Date or Maturity Date, as applicable.  Upon
presentation and surrender of a Note denominated in a Foreign
Currency at any time after the date two Business Days prior to
the Redemption Date or Maturity Date, as applicable, the Company
will pay the principal amount (and premium, if any) of such
Note, and any interest due upon redemption or at maturity
(unless the Redemption Date or Maturity Date is an Interest
Payment Date), two Business Days after such presentation and
surrender.



	The Company will pay any administrative costs imposed by banks
in connection with sending payments by wire transfer, but any
tax, assessment  or governmental charge imposed upon payments
will be borne by the Holders of the Notes in respect of which
payments are made.



	Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, and such further provisions
shall for all proposes have the same effect as though fully set
forth at this place.



	This Note shall not be entitled to any benefit under the
Indenture referred to on the reverse hereof, or become valid or
obligatory for any purpose, until the certificate of
authentication hereon shall have been signed by or on behalf of
the Trustee under such Indenture.



	IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.



Dated:																									SEARS ROEBUCK ACCEPTANCE CORP.



					By

CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated 

and referred to in the 

within-mentioned Indenture.		President 



THE CHASE MANHATTAN BANK, 

  as Trustee				By

By



Authorized Signatory			Vice President, Finance and 

					Assistant Secretary



SEARS ROEBUCK ACCEPTANCE CORP.

Medium-Term Note Series III



	This Note is one of a duly authorized issue of debentures,
notes, bonds or other evidences of indebtedness of the Company
(hereinafter called the "Securities") of the series hereinafter
specified, unlimited in aggregate principal amount, all issued
or to be issued under or pursuant to an indenture dated as of
May 15, 1995, executed between the Company and THE CHASE
MANHATTAN BANK, N.A., as Trustee; to which indenture and all
indentures supplemental thereto (herein collectively called the 
"Indenture") reference is hereby made for a specification of the
rights and limitation of rights thereunder of the Holders of the
Securities, the rights and obligations thereunder of the Company
and the rights, duties and immunities thereunder of the Trustee.
 The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if
any) at different rates, may be subject to different redemption
provisions (if any), may be subject to different covenants and
defaults and may otherwise vary as in the Indenture provided. 
This Note is one of a series designated as the "Medium-Term
Notes Series III" (hereinafter referred to as the "Notes") of
the Company, unlimited in aggregate principal amount.  All terms
used in this Note which are defined in the Indenture and which
are not otherwise defined in this Note shall have the meanings
assigned to them in the Indenture.  



	For purposes of the Notes, the term "Fixed Charge Coverage and
Ownership Agreement" shall mean the Fixed Charge Coverage and
Ownership Agreement as extended by the Extension Agreement
relating to debt securities of which the Notes are a part.



	This Note will bear interest at a rate per annum equal to the
Initial Interest Rate shown on the face hereof until the first
Interest Reset Date shown on the face hereof and thereafter at
the rate determined in accordance with the applicable provisions
below by reference to the Interest Rate Basis shown on the face
hereof based on the Index Maturity, if any, shown on the face
hereof (i) plus or minus the Spread, if any, specified on the
face hereof, or (ii) multiplied by the Spread Multiplier, if
any, specified on the face hereof.  The rate of interest on this
Note shall be reset on each Interest Reset Date; provided,
however, that the Initial Interest Rate shall be in effect from
the Original Issue Date to the first Interest Reset Date.  If
any Interest Reset Date would be a day that is not a Market Day,
the Interest Reset Date shall be postponed to the next day that
is a Market Day, except that if the Interest Rate Basis on this
Note is LIBOR and if such Market Day is in the next succeeding
calendar month, such Interest Reset Date shall be the
immediately preceding Market Day.  The term "Market Day" means
any day that is not a legal holiday for banking institutions in
The City of New York, except that if the Interest Rate Basis on
this Note is LIBOR, "Market Day" shall mean any such day on
which dealings in deposits in U.S. dollars are transacted in the
London interbank market.



	The "Interest Determination Date" pertaining to an Interest
Reset Date, if the Interest Rate Basis for this Note is the
Commercial Paper Rate, Prime Rate, LIBOR, CD Rate or Federal
Funds Rate, shall be the second Market Day preceding such
Interest Reset Date.  The "Interest Determination Date"
pertaining to an Interest Reset Date, if the Interest Rate Basis
for this Note is the Treasury Rate, shall be the day of the week
in which such Interest Reset Date falls on which Treasury bills
would normally be auctioned.  Treasury bills are usually sold at
auction on the Monday of each week, unless that day is a legal
holiday, in which case the auction is usually held on the
following Tuesday, except that such auction may be held on the
preceding Friday.  If the Interest Rate Basis on this Note is
the Treasury Rate and, as the result of a legal holiday, an
auction is so held on the preceding Friday, such Friday shall be
the Interest Determination Date pertaining to the Interest Reset
Date occurring in the next succeeding week.  If an auction date
shall fall on any Interest Reset Date, then, if the Interest
Rate Basis on this Note is the Treasury Rate, such Interest
Reset Date shall instead be the first Market Day immediately
following such auction date.



	The "Calculation Date" pertaining to an Interest Determination
Date shall be the earlier of (i) the tenth calendar day after
each Interest Determination Date or, if such day is not a
Business Day, the next succeeding Business Day or (ii) the
Business Day immediately preceding the applicable Interest
Payment Date or the date of maturity, redemption or repayment.



	Determination of Commercial Paper Rate.  If the Interest Rate
Basis on this Note is the Commercial Paper Rate, the Commercial
Paper Rate with respect to this Note for each Interest Reset
Date shall equal the Money Market Yield (calculated as described
below) of the per annum rate (quoted on a bank discount basis)
for the relevant Interest Determination Date for commercial
paper having the Index Maturity specified on the face hereof as
such rate is published by the Board of Governors of the Federal
Reserve System in "Statistical Release H.15(519) Selected
Interest Rates" or any successor publication of the Board of
Governors of the Federal Reserve System ("H.15(519)") under the
heading "Commercial Paper".  In the event that such rate is not
published prior to 9:00 A.M., New York City time, on the
relevant Calculation Date, then the Commercial Paper Rate with
respect to such Interest Reset Date shall be the Money Market
Yield of such rate on such Interest Determination Date for
commercial paper having the Index Maturity specified on the face
hereof as published by the Federal Reserve Bank of New York in
its daily statistical release, "Composite 3:30 P.M. Quotations
for U.S. Government Securities" or any successor publication
published by the Federal Reserve Bank of New York ("Composite
Quotations") under the heading "Commercial Paper".  If by 3:00
P.M., New York City time, on such Calculation Date such rate is
not yet published in either H.15(519) or Composite Quotations,
the Commercial Paper Rate with respect to such Interest Reset
Date shall be calculated by the Calculation Agent and shall be
the Money Market Yield of the arithmetic mean of the offered per
annum rates (quoted on a bank discount basis), as of 11:00 A.M.,
New York City time, on such Interest Determination Date, of
three leading dealers of commercial paper in The City of New
York selected by the Calculation Agent for commercial paper of
the Index Maturity specified on the face hereof placed for an
industrial issuer whose bond rating is "AA", or the equivalent,
from a nationally recognized statistical rating agency;
provided, however, that if fewer than three dealers selected as
aforesaid by the Calculation Agent are quoting as mentioned in
this sentence, the Commercial Paper Rate with respect to such
Interest Reset Date shall be the Commercial Paper Rate in effect
on such Interest Determination Date.



	"Money Market Yield" means the rate for which is quoted on a
bank discount basis, a yield (expressed as a percentage)
calculated in accordance with the following formula:   Money
Market Yield =     D X 360         X 100        where "D" refers
to the per annum rate for a security, quoted on a bank discount
basis and expressed as a decimal; and "M" refers to the number
of days in the period for which accrued interest is being
calculated.						   		                 360 - (D X M)

		

	Determination of Prime Rate.  If the Interest Rate Basis on
this Note is the Prime Rate, the Prime Rate with respect to this
Note for each Interest Reset Date shall equal the rate set forth
for the relevant Interest Determination Date in H.15(519) under
the heading "Bank Prime Loan".  In the event that such rate is
not published prior to 9:00 A.M., New York City time, on the
relevant Calculation Date, then the Prime Rate with respect to
such Interest Reset Date shall be the arithmetic mean of the
rates of interest publicly announced by each bank that appears
on the display designated as page "USPRIME1" on the Reuter
Monitor Money Rates Service (or such other page as may replace
the USPRIME1 page on that service for the purpose of displaying
prime rates or base lending rates of major United States banks)
("Reuters Screen USPRIME1 Page") as such bank's prime rate or
base lending rate as in effect for such Interest Determination
Date as quoted on the Reuters Screen USPRIME1 Page on such
Interest Determination Date.  If fewer than four such rates
appear on the Reuters Screen USPRIME1 Page on such Interest
Determination Date, the Prime Rate with respect to such Interest
Reset Date shall be the arithmetic mean of the prime rates or
base lending rates (quoted on the basis of the actual number of
days in the year divided by a 360-day year) as of the close of
business on such Interest Determination Date by three major
banks in The City of New York selected by the Calculation Agent;
provided, however, that if fewer than three banks selected

as aforesaid by the Calculation Agent are quoting as mentioned
in this sentence, the Prime Rate with respect to such Interest
Reset Date will be the Prime Rate in effect on such Interest
Determination Date.



	Determination of LIBOR.  If the Interest Rate Basis on this
Note is LIBOR, LIBOR with respect to this Note for each Interest
Reset Date shall be determined in accordance with the following
provisions:



		(i)  On the relevant Interest Determination Date, LIBOR will
be the rate for deposits in U.S. dollars having the Index
Maturity specified on the face hereof, commencing on the second
Market Day immediately following such Interest Determination
Date that appears on the display designated as page "3750" on
the Dow Jones Telerate Service (or such other page as may
replace page 3750 on that service for the purposes of displaying
London interbank offered rates of major banks) ("Telerate Page
3750") as of 11:00 A.M., London time, on such Interest
Determination Date.  If such rate does not appear on Telerate
Page 3750, LIBOR with respect to such Interest Reset Date shall
be determined as described in (ii) below.



		(ii)  With respect to an Interest Determination Date on which
no such rate appears on Telerate Page 3750 as described in (i)
above, LIBOR shall be determined on the basis of the rates at
approximately 11:00 A.M., London time, on such Interest
Determination Date at which deposits in U.S. dollars having the
Index Maturity specified on the face hereof are offered to prime
banks in the London interbank market by four major banks in the
London interbank market selected by the Calculation Agent
commencing on the second Market Day immediately following such
Interest Determination Date and in a principal amount equal to
an amount of not less than U.S. $1,000,000 that in the
Calculation Agent's judgment is representative for a single
transaction in such market at such time (a "Representative
Amount").  The Calculation Agent shall request the principal
London office of each of such banks to provide a quotation of
its rate.  If at least two such quotations are provided, LIBOR
with respect to such Interest Reset Date shall be the arithmetic
mean of such quotations.  If fewer than two quotations are
provided, LIBOR with respect to such Interest Reset Date shall
be the arithmetic mean of the rates quoted at approximately
11:00 A.M., New York City time, on such Interest Determination
Date by three major banks in The City of New York, selected by
the Calculation Agent, for loans in U.S. dollars to leading
European banks having the Index Maturity specified on the face
hereof commencing on the Interest Reset Date and in a
Representative Amount; provided, however, that if fewer than
three banks selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, LIBOR with respect to
such Interest Reset Date shall be the LIBOR in effect on such
Interest Determination Date.



	Determination of Treasury Rate.  If the Interest Rate Basis on
this Note is the Treasury Rate, the Treasury Rate with respect
to this Note for each Interest Reset Date shall equal the rate
for the auction on the relevant Interest Determination Date of
direct obligations of the United States ("Treasury bills")
having the Index Maturity specified on the face hereof as
published in H.15(519) under the heading "U.S. Government
Securities/Treasury Bills/Auction Average (Investment)" or, if
not so published by 9:00 A.M., New York City time, on the
relevant Calculation Date, the auction average rate (expressed
as a bond equivalent, on the basis of a year of 365 or 366 days,
as applicable, and applied on a daily basis) for such auction as
otherwise announced by the United States Department of the
Treasury.  In the event that the results of such auction of
Treasury bills having the Index Maturity specified on the face
hereof are not published or reported as provided above by 3:00
P.M., New York City time, on such Calculation Date, or if no
such auction is held during such week, then the Treasury Rate
shall be the rate set forth in H.15(519) for the relevant
Interest Determination Date for the Index Maturity specified on
the face hereof under the heading "U.S. Government
Securities/Treasury Bills/Secondary Market".  In the event such
rate is not so published by 3:00 P.M., New York City time, on
the relevant Calculation Date, the Treasury Rate with respect to
such Interest Reset Date shall be calculated by the Calculation
Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean
of the secondary market bid rates as of approximately 3:30 P.M.,
 New York City time, on such Interest Determination Date, of
three primary United States government securities dealers in The
City of New York selected by the Calculation Agent for the issue
of Treasury bills with a remaining maturity closest to the Index
Maturity specified on the face hereof; provided, however, that
if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the
Treasury Rate with respect to such Interest Reset Date shall be
the Treasury Rate in effect on such Interest Determination Date.



	Determination of CD Rate.  If the Interest Rate Basis on this
Note is the CD Rate, the CD Rate with respect to this Note for
each Interest Reset Date shall equal the rate for the relevant
Interest Determination Date for negotiable certificates of
deposit having the Index Maturity specified on the face hereof
as published in H.15(519) under the heading "CDs (Secondary
Market)".  In the event that such rate is not published prior to
9:00 A.M., New York City time, on the relevant Calculation Date,
then the CD Rate with respect to such Interest Reset Date shall
be the rate on such Interest Determination Date for negotiable
certificates of deposit having the Index Maturity specified on
the face hereof as published in Composite Quotations under the
heading "Certificates of Deposit".  If by 3:00 P.M., New York
City time, on such Calculation Date such rate is not published
in either H.15(519) or Composite Quotations, the CD Rate with
respect to such Interest Reset Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the
secondary market offered rates, as of 10:00 A.M., New York City
time, on such Interest Determination Date, of three leading
nonbank dealers of negotiable U.S. dollar certificates of
deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United
States money market banks with a remaining maturity closest to
the Index Maturity specified on the face hereof in a
denomination of U.S. $5,000,000; provided, however, that if
fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the
CD Rate with respect to such Interest Reset Date shall be the CD
Rate in effect on such Interest Determination Date.



	Determination of Federal Funds Rate.  If the Interest Rate
Basis on this Note is the Federal Funds Rate, the Federal Funds
Rate with respect to this Note for each Interest Reset Date
shall equal the rate on the relevant Interest Determination Date
for Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)".  In the event that such rate is not
published prior to 9:00 A.M., New York City time, on the
relevant Calculation Date, then the Federal Funds Rate with
respect to such Interest Reset Date will be the rate on such
Interest Determination Date as published in Composite Quotations
under the heading "Federal Funds/Effective Rate".  If by 3:00
P.M., New York City time, on such Calculation Date such rate is
not published in either H.15(519) or Composite Quotations, the
Federal Funds Rate with respect to such Interest Reset Date
shall be calculated by the Calculation Agent and shall be the
arithmetic mean of the rates, as of 9:00 A.M., New York City
time, on such Interest Determination Date, for the last
transaction in overnight Federal Funds arranged by three leading
brokers of Federal Funds transactions in The City of New York
selected by the Calculation Agent; provided, however, that if
fewer than three brokers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the
Federal Funds Rate with respect to such Interest Reset Date
shall be the Federal Funds Rate in effect on such Interest
Determination Date.



	Determination of CMT Rate.  If the Interest Rate Basis on this
Note is the CMT Rate, the CMT Rate with respect to this Note for
each Interest Reset Date shall equal the rate displayed on the
Designated CMT Telerate Page under the caption "...Treasury
Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.," under the column for
the Designated CMT Maturity Index for (i) if the Designated CMT
Telerate Page is 7055, the rate on such Interest Determination
Date and (ii) if the Designated CMT Telerate Page is 7052, the
week, or the month, as applicable, ended immediately preceding
the week in which the related Interest Determination Date
occurs.  If such rate is no longer displayed on the relevant
page, or if not displayed by 3:00 P.M., New York City time, on
the relevant Calculation Date, the CMT Rate shall be such
treasury constant maturity rate for the Designated CMT Maturity
Index as published in the relevant H.15(519).  If such rate is
no longer published, or if not published by 3:00 P.M., New York
City time, on the relevant Calculation Date, the CMT Rate shall
be such treasury constant maturity rate for the Designated CMT
Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the Interest Determination
Date with respect to such Interest Reset Date as may then be
published by either the Board of Governors of the Federal
Reserve System or the United States Department of the Treasury
that the Calculation Agent determines to be comparable to the
rate formerly displayed on the Designated CMT Telerate Page and
published in the relevant H.15(519).  If such information is not
published by 3:00 P.M., New York City time, on the relevant
Calculation Date, the CMT Rate shall be calculated by the
Calculation Agent and will be a yield to maturity, based on the
arithmetic mean of the secondary market closing offer side
prices as of approximately 3:30 P.M., New York City time, on the
Interest Determination Date reported, according to their written
records, by three leading primary United States government
securities dealers (each, a "Reference Dealer") in The City of
New York selected by the Calculation Agent (from five such
Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event
of equality, one of the lowest)), for the most recently issued
direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately
the Designated CMT Maturity Index and a remaining term to
maturity of not less than such Designated CMT Maturity Index
minus one year.  If three or four (and not five) of such
Reference Dealers are quoting, than the CMT Rate shall be based
on the arithmetic mean of the offer prices obtained and neither
the highest nor the lowest of such quotes will be eliminated. 
If the Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate shall be calculated by the Calculation
Agent and will be a yield to maturity based on the arithmetic
mean of the secondary market offer side prices as of
approximately 3:30 P.M., New York City time, on the Interest
Determination Date of three Reference Dealers in The City of New
York (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)),
for Treasury Notes with an original maturity closest to the
Designated CMT Maturity Index and in an amount of at least $100
million.  If three or four (and not five) of such Reference
Dealers are quoting, than the CMT Rate shall be based on the
arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes will be eliminated;
provided, however, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting, the CMT Rate
shall be the CMT Rate in effect on such CMT Interest
Determination Date.  If two Treasury Notes with an original
maturity as described in the second preceding sentence have
remaining terms to maturity equally close to the Designated CMT
Maturity Index, the quotes for the Treasury Note with the
shorter remaining term to maturity will be used.



	Notwithstanding the foregoing, the interest rate on this Note
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, shown on the face
hereof.



	At the request of the Holder hereof, the Calculation Agent will
provide to the Holder hereof the interest rate then in effect
and, if determined, the interest rate which will become
effective as of the next Interest Reset Date.  The Calculation
Agent shall calculate the interest rate hereon in accordance
with the provisions hereof on or before each Calculation Date. 
The Calculation Agent's determination of any interest rate will
be final and binding in the absence of manifest error.



	Unless otherwise specified on the face of this Note, accrued
interest on this Note from the date of issue or from the last
date to which interest has been paid shall be calculated by
multiplying the face amount hereof by an accrued interest
factor.  Unless otherwise specified on the face of this Note,
such accrued interest factor is computed by adding the interest
factor calculated for each day from the date of issue, or from
the last date to which interest has been paid, to but excluding
the date for which accrued interest is being calculated.  Unless
otherwise specified on the face of this Note, the interest
factor (expressed as a decimal, rounded if necessary to the next
higher one hundred thousandth of a percentage point for each
such day) shall be computed by dividing the interest rate
(expressed as a decimal) applicable to such date by 360 if the
Interest Rate Basis with respect to this Note is the Commercial
Paper Rate, Prime Rate, LIBOR, CD Rate or Federal Funds Rate, or
by the actual number of days in the year, if the Interest Rate
Basis with respect to this Note is the Treasury Rate or the CMT
Rate.  The applicable interest rate on any Interest Reset Date
will be the interest rate as reset on such date.  The applicable
interest rate on any other day will be the interest rate from
the immediately preceding Interest Reset Date (or, if none, the
Initial Interest Rate).



	Payments of interest on this Note with respect to any Interest
Payment Date or Maturity Date (or date of redemption) will
include interest accrued to but excluding such Interest Payment
Date or Maturity Date (or date of redemption); provided,
however, that if the Interest Reset Dates with respect hereto
are daily or weekly, interest payable hereon on any Interest
Payment Date, other than interest payable on the date on which
principal hereon is payable, will include interest accrued to
but excluding the day following the next preceding Regular
Record Date. 



	The Notes are issuable only in registered form without coupons
and will be either (a) Book-Entry Notes represented by one or
more global notes (each a "Global Note") recorded in the
book-entry system maintained by the Depository or (b)
certificated notes issued to, and registered in the names of,
the beneficial owners or their nominees ("Certificated Notes"). 
Notes are issuable in minimum denominations of (i) in the case
of Notes denominated in Dollars, U.S. $1,000 and in any larger
amount in integral multiples of $1,000, and (ii) in the case of
Notes denominated in any Foreign Currency, the equivalent in
such Foreign Currency determined in accordance with the Market
Exchange Rate for such Foreign Currency on the Business Day
immediately preceding the date on which the Company accepts an
offer to purchase a Note, of U.S. $1,000 (rounded to an integral
multiple of 1,000 units of the Foreign Currency), and in any
larger amount.  In the manner and subject to the limitations
provided in the Indenture, the Global Notes or Certificated
Notes are exchangeable, without charge except for any tax or
other governmental charge imposed in relation thereto, for other
Notes of authorized denominations for a like aggregate principal
amount, at the office or agency of the Company in the Borough of
Manhattan of The City of New York, or, at the option of the
Holders thereof, such office or agency, if any, maintained by
the Company in the city in which the principal executive offices
of the Company are located or the city in which the principal
corporate trust office of the Trustee is located.



	Unless this Note is denominated in Dollars, in the event that
the currency in which this Note is denominated is not available
for payment at a time at which any payment is required hereunder
due to the imposition of exchange controls or other
circumstances beyond its control, the Company may, in full
satisfaction of its obligation to make such payment, make
instead a payment in an equivalent amount of Dollars, determined
in accordance with the Market Exchange Rate for such currency on
the latest date for which such rate was established on or before
the date on which payment is due, and such substituted payment
of Dollars shall not constitute a default under this Note or the
Indenture.



	If a Redemption Commencement Date is specified above, this Note
may be redeemed, whether or not any other Note is concurrently
redeemed, at the option of the Company, as a whole, or from time
to time in part, on any Business Day on or after the Redemption
Commencement Date and prior to the Maturity Date, upon mailing
by first-class mail, postage prepaid, a notice of such
redemption not less than 30 nor more than 60 days prior to the
Redemption Date, to the Holder of this Note at his address
appearing in the Security Register, as provided in the Indenture
(provided that, if the Holder of this Note is a Depository or a
nominee of a Depository, notice of such redemption shall be
given in accordance with any applicable provisions of such
written agreement between the Company, the Trustee and such
Depository (or its nominee) as may be in effect from time to
time), at the Redemption Price specified on the face of this
Note (expressed in percentages of the principal amount hereof to
be redeemed) together in each case with interest accrued to the
Redemption Date (subject to the right of the Holder of record on
a Regular Record Date to receive interest due on an Interest
Payment Date).  In the event of redemption of this Note in part
only, a new Note or Notes of this series, and of like tenor, for
the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.



	In case a default, as defined in the Indenture, shall occur and
be continuing with respect to the Notes, the principal amount of
all Notes then outstanding under the Indenture may be declared
or may become due and payable upon the conditions and in the
manner and with the effect provided in the Indenture.  The
Indenture provides that such declaration may in certain events
be annulled by the Holders of a majority in principal amount of
the Notes outstanding.



	To the extent permitted by, and as provided in, the Indenture,
modifications or alterations of the Indenture, or of any
indenture supplemental thereto, and of the rights and
obligations of the Company and the Holders of the Notes, may be
made with the consent of the Company by the affirmative vote or
consent of the Holders of not less than a majority in principal
amount of the Securities then outstanding (as defined in the
Indenture) of each series to be affected, evidenced as in the
Indenture provided; provided, however, that no such modification
or alteration shall (i) change the stated maturity of the
principal of (and premium, if any), or the interest on, any
Security, or reduce the principal amount of (and premium, if
any), or the rate of interest on, any Security, or change the
Currency in which the principal of (and premium, if any), or
interest on, such Security is denominated or payable, or reduce
the amount of the principal of an Original Issue Discount
Security that would be payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 6.1 of
the Indenture without the consent of the Holder of each
outstanding Security so affected, or (ii) reduce the percentage
of Securities, the vote or consent of the Holders of which is
required for such modifications and alterations, without the
consent of the Holders of all Securities affected.  The
Indenture also provides that the Holders of a majority in
principal amount of the Securities of any series then
outstanding may waive any past default with respect to
Securities of such series under the Indenture and its
consequences, except a default in the payment of the principal
of (or premium, if any), or interest on, any of the Securities.



	This Note is transferable by the registered Holder hereof or by
his attorney duly authorized in writing at the office or agency
of the Company in the Borough of Manhattan of The City of New
York, or, at the option of the Holder hereof, such office or
agency, if any, maintained by the Company in the city in which
the principal executive offices of the Company are located or
the city in which the principal corporate trust office of the
Trustee is located, without charge except for any tax,
assessment or other governmental charge imposed in relation
thereto, but only in the manner and subject to the limitations
provided in the Indenture and upon surrender of this Note.  Upon
any such transfer a Note or Notes of authorized denominations
for a like aggregate principal amount and bearing a number not
contemporaneously outstanding will be issued in exchange herefor.



	The Company, the Trustee, any Authenticating Agent, any paying
agent and any Security registrar may deem and treat the
registered Holder hereof as the absolute owner hereof (whether
or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon by anyone other
than the Company or any Security registrar) for the purpose of
receiving payment of or on account of the principal hereof (and
premium, if any), and interest hereon, and for all other
purposes, and neither the Company, the Trustee, an
Authenticating Agent, a paying agent nor the Security registrar
shall be affected by any notice to the contrary.  All such
payments shall be valid and effectual to satisfy and discharge
the liability upon this Note to the extent of the sum or sums so
paid.



	No recourse shall be had for the payment of the principal of
(or premium, if any), or interest on, this Note or for any claim
based hereon or otherwise in any manner in respect hereof, or in
respect of the Indenture, against any incorporator, shareholder,
officer or director, past, present or future, of the Company or
of any predecessor or successor corporation, whether by virtue
of any constitutional provision or statute or rule of law, or by
the enforcement of any assessment or penalty or in any other
manner, all such liability being expressly waived and released
by the acceptance hereof and as part of the consideration for
the issue hereof.  In the event of any sale or transfer of its
assets and liabilities substantially as an entirety to a
successor corporation, the predecessor corporation may be
dissolved and liquidated as more fully set forth in the
Indenture.



	All Dollar amounts used in or resulting from calculations
referred to in this Note shall be rounded to the nearest cent
(with one half cent being rounded upwards).



	This Note shall be governed by, and construed in accordance
with, the internal laws of the State of Illinois.





ASSIGNMENT FORM

To assign this Note, fill in the form below:



I or we assign and transfer this Note to



(Insert assignee's soc. sec. or tax I.D. no.)      



_________________________________________________________________
_________________

(Print or type assignee's name, address and zip code)



_________________________________________________________________
_________________





_________________________________________________________________
_________________





_________________________________________________________________
_________________





and irrevocably appoint
_______________________________________________________________
agent

 to transfer this Note on the books of the Company.  The agent
may substitute another to act for him.



_________________________________________________________________
_________________



                                    Date
__________________________



                                   Your signature
_____________________________________

_________________________________________________________________
________________

(Sign exactly as your name appears on the other side of this
Note.  The signature to this assignment must be guaranteed by a
commercial bank or trust company having its principal office or
a correspondent in

The City of New York or by a member of The New York Stock
Exchange.)