THIRD AMENDMENT TO THE
                 SEARS 401(k) PROFIT SHARING TRUST AGREEMENT

	This Third Amendment (the "Amendment") dated as of March 31, 1999 by
and between Sears, Roebuck and Co., a New York corporation (the "Company"),
and State Street Bank and Trust Company, a Massachusetts trust company (the
"Trustee"), amends the Sears 401 (k) Profit Sharing Trust Agreement (as
amended and restated as of January 1, 1998) between the Company and the
Trustee (the "Trust Agreement").	WHEREAS, the amendment to the Trust
Agreement dated as of December 1, 1998, a copy of which is attached hereto
(the "December Amendment"), was erroneously identified as the "First
Amendment to the Sears 401(k) Profit Sharing Trust Agreement" when in fact
the Company and the Trustee had executed a prior First Amendment to the Sears
401 (k) Profit Sharing Plan on June 26, 1998, with an effective date of
January 1, 1998;

	WHEREAS, the Company and the Trustee desire to clarify
that the December Amendment is the second amendment to the
Trust Agreement; and
	WHEREAS, the Company and the Trustee also desire to
amend subsection 4.5(m) of the Trust Agreement to authorize
the Trustee to sell Common Stock in private sales to the
Company;
	NOW, THEREFORE, the Company and the Trustee hereby
agree as follows:
1) The December Amendment is hereby renamed "Second
Amendment to the Sears 401(k) Profit Sharing Trust
Agreement" and the word "First" in the first sentence of
the December Amendment is hereby deleted and replaced
with the word "Second".
2) Subsection 4.5 (m) of the Trust Agreement is hereby
deleted and replaced in its entirety by the following:
(m) At the direction of an Investment Manager, and
otherwise to the extent permitted by Section 6.1, to
purchase or sell Common Stock in the open market or
by private purchase from any source, including a
private purchase from the Company of treasury stock
or newly-issued shares, or private sale to the
Company, provided that (i) any such purchase which is
from a party-in-interest (as defined in Section 3(14)
of ERISA) or a disqualified person (as defined in
Section 4975 of the Code) shall be without payment of
any commissions and for an amount which is no greater
than adequate consideration for such Common Stock (as
defined in Section 3(18) of ERISA), and (ii) any such
sale which is to a party-in-interest or disqualified
person shall be without the payment of any
commissions and for an amount which is no less than
adequate consideration for such Common Stock.  The
Company and the Trustee shall establish such rules
and procedures regarding such purchases and sales as
are required to meet applicable laws."
3) In all other respects, the Trust Agreement shall remain
in full force and effect and shall continue unaffected by
this Amendment.
	IN WITNESS WHEREOF, the undersigned have duly
executed this Amendment as of the date first above written.

SEARS, ROEBUCK AND CO.


By: /S/John T. Sloan
	__________________________
	John T. Sloan
	Senior Vice President,
	Human Resources


STATE STREET BANK AND TRUST
COMPANY


By:	/S/John Scott Feely
Name:  	John Scott Feely
Title:	Vice President