Exhibit 4(ii)

This document constitutes part of a prospectus covering securities 
that have been registered under the Securities Act of 1933.


                             [Date of Grant]

[Name of grantee]:


I am pleased to inform you that, pursuant to action taken by Sears,
Roebuck and Co. (the "Company") under the 1994 Employees Stock Plan (the
"Plan"), you were granted _______ common shares of the Company, which
are restricted.

Your restricted shares may not be sold, transferred, pledged or
otherwise assigned and shall, except to the extent exchangeable for
unrestricted common shares of the Company as hereinafter provided, be
automatically cancelled upon termination of your employment with the
Company and its subsidiaries that are included in the Company's
consolidated federal income tax return.  Your restricted shares shall be
exchangeable for unrestricted common shares of the Company and
certificates shall be issued to you on ________.1  Prior to such accrual
date, your restricted shares shall be exchangeable for unrestricted
common shares of the Company and certificates shall be issued to you
upon the occurrence of any of the following accrual events, subject to
the provisions set forth below:  (i) a Change of Control (as defined in
Appendix A); (ii) death; (iii) total and permanent disability; (iv)
normal retirement; or (v) early retirement with Company approval after
attaining age 60; provided, however, that, if any accrual event shall
occur less than six months after the date of grant of your restricted
shares, your restricted shares shall become exchangeable for
unrestricted common shares of the Company and certificates shall be
issued to you at the end of such six months, but only if you are still
employed by the Company or any of its subsidiaries.

In the event of a spin-off or other distribution of any assets of the
Company or any subsidiary or all or any portion of the interest of the
Company in any subsidiary to the shareholders of the Company (other than
regular quarterly cash dividends), the Company may make such provision
with respect to your rights as a holder of restricted shares under the
Plan (including without limitation adjustments to the number of your
restricted shares and limitations on your rights to receive any such
distribution) as the Company may deem appropriate and equitable or in
accordance with the purposes of the Plan and the grant of your
restricted shares (including without limitation the termination and
forfeiture of your restricted shares prior to the record date for any
such distribution and the replacement of such terminated and forfeited


1.    Five years after the date of grant of the restricted shares.


restricted shares after such record date with a number of restricted
shares adjusted to reflect the dilutive effects of such distribution).

Until your restricted shares become unrestricted as set forth above, no
certificates for your restricted shares will be issued to you, and your
restricted shares will be evidenced by certificates held by or on behalf
of the Company, in book-entry form, or otherwise, as determined by the
Company.  As a holder of restricted shares, you are otherwise entitled
to all the rights (including voting and dividend rights) of a holder of
an equivalent number of unrestricted common shares of the Company.

Under existing laws and regulations, in general, the fair market value
of the shares granted hereunder on the date such shares become
exchangeable for unrestricted common shares of the Company will be
subject to federal income tax at ordinary rates and to social security
tax and their respective withholding requirements, and may be subject to
state and local taxes and withholding requirements.  The payment of all
federal, state and local taxes is your personal responsibility. 
However, the Company, at its discretion, may require you to deposit with
it an amount equal to any required withholding.  You may elect that all
or any portion of any such withholding required to be deposited when the
shares granted hereunder become exchangeable for unrestricted common
shares of the Company shall be satisfied by having the Company withhold
a portion of the whole shares granted hereunder, subject to the
provisions set forth below.  Such shares shall be valued at their fair
market value on the date such shares become exchangeable for
unrestricted common shares of the Company.  The fair market value of
common shares of the Company on any date shall be the mean (adjusted to
the next higher full cent to eliminate any fractional cent) between the
high and low prices per share for the Company's common shares as
reported in a summary of composite transactions for stocks listed on the
New York Stock Exchange on such date or, if the New York Stock Exchange
is not open for trading on such date, the average of the means between
the high and low prices per share for the Company's common shares, as so
reported, on the nearest date before and the nearest date after such
date on which the New York Stock Exchange is open for trading (adjusted
to the next higher full cent to eliminate any fractional cent).  In
addition, if you are an officer of the Company subject to Section 16(b)
of the Securities Exchange Act of 1934, your election to have shares
withheld to satisfy such tax withholding requirements may be subject to
certain restrictions.  Your Officers' Stock Manual will include a
detailed explanation of these restrictions.

A summary explanation of the restricted stock program can be found in
your Executive Compensation Binder.  Questions regarding details of the
program should be directed to David Wells, Acting Corporate Director,
Compensation, of the Company.

                                    Sincerely,