Sears Roebuck Acceptance Corp.            Exhibit 4(kk)
                             3711 Kennett Pike
                           Greenville, Delaware 19807

October 30, 1998


Huntington Banks
Vice President
Global Services
The Huntington National Bank
6620 Parkdale Place
Suite R
Indianapolis, IN 46254
Attention: Ms. Christin A. Fulton, CCM

Morgan Guaranty Trust Company of New York,
as Agent
60 Wall Street
New York, NY 10260
Attention- Mr. John Mikolay

Ladies and Gentlemen:

Each of Sears Roebuck Acceptance Corp. (the "Borrower") and The Huntington 
National Bank (the "New Bank") refers to the Amended and Restated Credit 
Agreement (the "Credit Agreement") dated as of April 28, 1997 and as amended 
to date among the Borrower, the Banks parties thereto, the Senior Managing 
Agent, Managing Agents, Co-Arrangers, Co-Agents and Lead Managers referred to 
therein, and Morgan Guaranty Trust Company of New York, as Agent, and to the 
provisions of Section 2.17 of the Credit Agreement ("Section 2.17") providing 
for an increase of the aggregate amount of the Commitments at the option of 
the Borrower.  This letter (the "Letter") is being delivered in satisfaction 
of the requirement in Section 2.17 that the Borrower and the New Bank deliver 
an instrument in form satisfactory to the Agent with respect to any increase 
of Commitments thereunder.  Capitalized terms used but not defined herein are 
used as defined in the Credit Agreement.

1.	The Borrower hereby designates the New Bank to become a Bank under 
the Credit Agreement with a Commitment of $60,000,000 (the "New 
Commitment Amount") and with a Termination Date of April 22, 2003 (the 
"New Termination Date").  The New Bank hereby accepts such designation 
and agrees, upon the effectiveness of this Letter as provided in Section 
4 below, to be a Bank in all respects, and to have all of the rights and 
be obligated to perform the obligations of a Bank, under the Credit 
Agreement, with a Commitment equal to the New Commitment Amount and a 
Termination Date initially of the New Termination Date.

2.	The Borrower represents and warrants that:

(a) on and as of the date hereof, and after giving effect to the 
increase in Commitments contemplated by this Letter, (i) no Default 
has occurred and is continuing and (ii) each of the representations 
and warranties of the Borrower in the Credit Agreement is true and 
correct in all material respects;

(b) no Commitment of any Bank shall exceed, as a result of such 
increase provided by this Letter,10% of the aggregate amount of the 
Commitments (after giving effect to such increase); and

(c) the amount of the increase provided by this Letter is the first 
increase in the aggregate amount of the Commitments pursuant to 
Section 2.17; accordingly, the aggregate amount of all increases in 
the Commitments pursuant to Section 2.17 since the date of the Credit 
Agreement does not exceed $1,250,000,000.

  New Bank
3.	The Assignee represents to the Borrower and the Agent that it is not 
a Non-U.S. Bank.

4.	This Letter (i) shall be governed by and construed in accordance 
with the laws of the State of New York, (ii) may be signed in any 
number of counterparts, each of which shall be an original, with the 
same effect as if the signatures thereto and hereto were upon the 
same instrument and (iii) shall become effective as of October 30, 
1998, provided that on or prior to such date the Agent shall have 
received from each of the Borrower and the New Bank and the Agent a 
counterpart hereof signed by such party or facsimile or other 
written confirmation (in form satisfactory to the Agent) that such 
party has signed a counterpart hereof.  The execution of a 
counterpart hereof by the Agent shall constitute the Agent's prior 
written consent to the designation of the New Bank as a Bank.

                                      Very truly yours,


                                      SEARS ROEBUCK ACCEPTANCE CORP.


                                      By /s/George F. Slook
                                      Name:  George F. Slook
                                      Title:  Vice President, Finance


THE HUNTINGTON NATIONAL BANK


By /s/Carol Degner
Name:  Carol Degner
Title: Sr. Vice President

Consented to as of the date first written above:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
AS AGENT
By /s/Glenda Irving     
Name: Glenda Irving 
Title: Vice President

By /s/Robert Bottamedi     
Name: Robert Bottamedi  
Title: Vice President