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):

                        April 29, 1999

                   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 April 29, 1999, Registrant executed (i) an 
Underwriting Agreement with J.P. Morgan Securities 
Inc. relating to debt securities and (ii) a Pricing 
Agreement with J.P. Morgan Securities Inc. as 
Representatives of the several underwriters named 
therein, relating to $750,000,000 aggregate principal 
amount of Registrants 6.25% Notes due May 1, 2009.  A 
copy of the Underwriting Agreement is attached as 
Exhibit 1(b), and a copy of the Pricing Agreement is 
attached as Exhibit 1(b).

  In connection with the issuance of the Notes: (i) 
Steven M. Cook, Vice President, Law, of Sears, Roebuck 
and Co. has delivered an opinion to Registrant, dated 
May 5, 1999, regarding the validity of the Notes, upon 
issuance and sale thereof on May 6, 1999; and (ii) 
Baker & McKenzie, counsel to Registrant and Sears, has 
delivered an opinion to Registrant and Sears, dated 
May 5, 1999, as to certain federal tax matters 
concerning the Notes.  A copy of the opinion as to 
legality is attached as Exhibit 5, and a copy of the 
opinion as to certain tax matters is attached as 
Exhibit 8.

Item 7.  Financial Statements, Pro Forma Financial 
Information and Exhibits.

Exhibit No.  Description

1(a)    Pricing Agreement, dated April 29, 1999, among 
        Registrant, Sears Roebuck and Co. and J.P.
        Morgan Securities Inc. 

1(b)    Underwriting Agreement, dated April 29, 1999, 
        among Registrant, Sears Roebuck and Co. and
        J.P. Morgan Securities Inc. 

4       Form of 6.25% Note.

5       Opinion of Steven M. Cook dated May 5, 1999, 
        relating to the validity of $750,000,000 
        aggregate principal amount of 6.25% Notes
        due May 1, 2009.

8       Opinion of Baker & McKenzie as to certain 
        federal tax matters concerning the 
        Registrants 6.25% Notes due May 1, 2009.

23-1     Consent of Steven M. Cook, Vice President, 
        Law, of Sears, Roebuck and Co. (included in 
        Exhibit 5).

23-2    Consent of Baker & McKenzie (included in 
        Exhibit 8)

                            SIGNATURES

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

                                 SEARS ROEBUCK ACCEPTANCE CORP.


Date: May 5, 1999

                                 By: /s/ Keith Trost
                                     Keith Trost
                                     President