Exhibit 24

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer, or both, of SEARS, ROEBUCK AND CO., a New York corporation
(the "Company"), does hereby constitute and appoint ARTHUR C. MARTINEZ, ALAN J.
LACY, MICHAEL D. LEVIN, JAMES A. BLANDA and ALICE M. PETERSON, with full power 
to each of them to act alone, as the true and lawful attorneys and agents of the
undersigned, with full power of substitution and resubstitution to each of said
attorneys, to execute, file and deliver any and all instruments and to do any 
and all acts and things which said attorneys and agents, or any of them, deem
advisable to enable the Company to comply with the Securities Exchange Act of
1934, as amended, and any requirements of the Securities and Exchange Commission
in respect thereto, relating to annual reports on Form 10-K, including
specifically, but without limitation of the general authority hereby granted, 
the power and authority to sign his or her name in the name and on behalf of the
Company or as a director or officer, or both, of the Company, as indicated below
opposite his or her signature, to annual reports on Form 10-K or any amendment 
or papers supplemental thereto; and each of the undersigned does hereby fully 
ratify and confirm all that said attorneys and agents, or any of them, or the 
substitute of any of them, shall do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, each of the undersigned has subscribed these
presents, as of this 12th day of March, 1997.

NAME                              TITLE

/S/Arthur C. Martinez             Director, Chairman of the  
Arthur C. Martinez                 Board of Directors, President  
                                    and Chief Executive Officer
                                    (Principal Executive Officer)

/S/Alan J. Lacy                   Executive Vice President and 
Alan J. Lacy                        Chief Financial Officer
                                    (Principal Financial Officer)

/S/James A. Blanda                Vice President and Controller
James A. Blanda                     (Principal Accounting Officer)


/S/Hall Adams, Jr.                Director
Hall Adams, Jr.

/S/Warren L. Batts                Director
Warren L. Batts

/S/Alston D. Correll, Jr.         Director
Alston D. Correll, Jr.

/S/Michael A. Miles               Director
Michael A. Miles

/S/Richard C. Notebaert           Director
Richard C. Notebaert

/S/Nancy C. Reynolds              Director
Nancy C. Reynolds

/S/Clarence B. Rogers, Jr.        Director
Clarence B. Rogers, Jr.

/S/Donald H. Rumsfeld             Director
Donald H. Rumsfeld

/S/Dorothy A. Terrell             Director
Dorothy A. Terrell