[SEARS LETTERHEAD]


                                               EXHIBIT 5


                                    May 5, 1999

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

Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois 60179

Ladies and Gentlemen:

I am a Vice President - Law of Sears, Roebuck 
and Co. ("Sears"). I have examined (i) Registration 
Statement No. 333-62847 as filed with the Securities 
and Exchange Commission on September 3, 1998 and as 
amended on September 11, 1998 (the "Registration 
Statement") in connection with the registration under 
the Securities Act of 1933, as amended (the "Act"), of 
$5,000,000,000 aggregate principal amount of debt 
securities (the "Debt Securities") of Sears Roebuck 
Acceptance Corp. (the "Company"), for several 
offerings to be made on a continuous or delayed basis 
pursuant to the provisions of Rule 415 under the Act; 
(ii) the final prospectus, dated April 23, 1999 (the 
"Prospectus"), relating to the offering and sale of 
$6,642,200,000 aggregate principal amount of Debt 
Securities, which is part of the Registration 
Statement, and the Prospectus Supplement, dated April 
29, 1999 (the "Prospectus Supplement"), relating to 
the offering and sale of $750,000,000 aggregate 
principal amount of 6.25% Notes due May 1, 2009 (the 
"6.25% Notes") of the Company; (iii) the Indenture 
dated as of May 15, 1995 between the Company and Chase 
Manhattan Bank, as Trustee, governing the Debt 
Securities (the "Indenture"); (iv) (a) the 
Underwriting Agreement dated April 29, 1999 among the 
Company, Sears and J. P. Morgan Securities Inc. and 
(b) the Pricing Agreement dated April 29, 1999 among 
the Company, Sears and J. P. Morgan Securities Inc. as 
Representatives of the several Underwriters identified 
in Schedule I thereto, relating to the sale of the 
6.25% Notes; and (v) the form of the 6.25% Notes.  I 
am familiar with the proceedings heretofore taken by 
the Company in connection with the authorization, 
registration, issuance and sale of the Notes.

I am of the opinion that the 6.25% Notes, when 
duly issued, executed, authenticated and delivered in 
the manner provided for in the Indenture and sold and 
paid for in accordance with the terms of the Pricing 
Agreement and the Underwriting Agreement, will be 
legally issued and will constitute valid and binding 
obligations of SRAC, enforceable against SRAC in 
accordance with their terms, except as the foregoing 
may be limited by bankruptcy, insolvency, 
reorganization, moratorium, liquidation, fraudulent 
conveyance and transfer or other similar laws 
affecting the enforcement of creditors' rights 
generally, and by general equity principles, 
including, without limitation, concepts of 
materiality, reasonableness, good faith and fair 
dealing (regardless of whether such enforceability is 
considered in a proceeding in equity or at law).  In 
giving the above opinion, I have relied, with their 
permission, on an opinion from Morris, Nichols, Arsht 
& Tunnell addressed to me and dated May 5, 1999. 

I consent to the incorporation by reference of 
this opinion into the Registration Statement and to 
the references to me in the Prospectus and Prospectus 
Supplement.

Very truly yours,




/s/Steven M. Cook
				Steven M. Cook