SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549


                            FORM 8-K
                           
                         CURRENT REPORT

             Pursuant to Section 13 or 15(d) of the

                 Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): 
                         February 25, 1997


                 SEARS ROEBUCK ACCEPTANCE CORP.

       (Exact name of registrant as specified in charter)



   Delaware          1-4040                51-0080535
(State or Other     (Commission         (IRS Employer
Jurisdiction of     File Number)        Identification No.)
Incorporation)                



3711 Kennett Pike, Greenville, Delaware              19807
(Address of principal executive offices)           (Zip Code)




Registrant's telephone number, including area code (302) 888-3112





Item 5.        Other Events.

          On February 25, 1997, Registrant issued $300,000,000
aggregate principal amount of Registrant's 6.625% Notes due
February 25, 2002 (the "Notes") pursuant to a Subscription
Agreement executed February 24, 1997, among the Registrant,
Sears, Roebuck and Co. ("Sears") and J.P. Morgan Securities
Limited, ABN AMRO Bank N.V., Credit Suisse First Boston (Europe)
Limited, Goldman Sachs International, UBS Limited, Banque
Brussels Lambert S.A., Banca Commerciale Italiana, Banque
Paribas, Barclays de Zoete Wedd Limited, Deutsche Bank AG London,
Merrill Lynch International, Morgan Stanley & Co. International
Limited and Salomon Brothers International.  The Notes were sold
to the public at an issue price of 101.421%, with a combined
management and underwriting commission of 0.325% and a selling
concession of 1.55%, pursuant to exemptions from registration under
Regulation S of the Securities Act of 1933, as amended.

                           SIGNATURES



          Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report 
to be signed on its behalf by the undersigned thereunto duly
authorized.



                              SEARS ROEBUCK ACCEPTANCE CORP.




Date:  February 27, 1997      By: /S/Stephen D. Carp
                                   STEPHEN D. CARP
                                   Vice President, Finance
                                   and Assistant Secretary