Exhibit 11




SEARS, ROEBUCK AND CO.
AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE


                                                                  

                                                        Year Ended December 31

(millions, except per common share data)            1994        1993        1992

EARNINGS (LOSS)
     Income (loss) from continuing operations       $  1,244    $  2,420    $ (2,311)
     Discontinued operations                              15         165         252 
     Extraordinary gain (loss)                           195        (211)         -  
     Cumulative effect of accounting changes              -          -       (1,873)


     Net income (loss)                                 1,454       2,374      (3,932)

     Preferred share dividends                           (29)        (29)        (29)

     Net income (loss) applicable to common shares  $  1,425    $  2,345    $ (3,961)

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES (1)
     Primary                                           388.9       382.9       369.6
     Fully dilutive effect of stock options - 
      after application of treasury stock method (2)      -           -           -  
     Maximum number of common and common
       equivalent shares outstanding                   388.9       382.9       369.6

EARNINGS (LOSS) PER COMMON SHARE (1)
    PRIMARY
     Income (loss) from continuing operations       $   3.12    $   6.25    $  (6.33)
     Discontinued operations                            0.04        0.43        0.68 
     Extraordinary gain (loss)                          0.50       (0.55)         - 
     Cumulative effect of accounting changes              -          -         (5.07)

     Net income (loss)                              $   3.66    $   6.13    $ (10.72)

    FULLY DILUTED (3)
     Income (loss) from continuing operations       $   3.12    $   6.25    $  (6.33)
     Discontinued operations                            0.04        0.43        0.68
     Extraordinary gain (loss)                          0.50       (0.55)         -  
     Cumulative effect of accounting changes              -          -        (5.07)

     Net income (loss)                              $   3.66    $   6.13    $ (10.72)

<FN>
(1)   Series A Mandatorily Exchangeable Preferred Shares are considered common 
shares for purposes of computing weighted average number of common shares.

(2)  The maximum dilution of earnings per common share assumes the exercise of 
all outstanding stock options. The treasury stock method has been applied based
upon the higher of the closing price at fiscal year end or the average price of
the common shares during the respective years.  In 1992, stock options were     
anti-dilutive.

(3)   Fully diluted earnings per common share are not disclosed in the Company's
financial statements in accordance with APB Opinion No. 15 since the maximum 
dilutive effect is less than 3%.