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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                SCHEDULE TO
                               (Rule 14d-100)
               Tender Offer Statement Under Section 14(d)(1)
         or Section 13(e)(1) of the Securities Exchange Act of 1934

                            -------------------

                              LANDS' END, INC.
                     (Name of Subject Company (Issuer))

                          INLET ACQUISITION CORP.
                        a wholly owned subsidiary of
                           SEARS, ROEBUCK AND CO.
                    (Names of Filing Persons (Offerors))

                   COMMON STOCK, PAR VALUE $.01 PER SHARE
                       (Title of Class of Securities)

                            -------------------

                                 515086106
                   (CUSIP Number of Class of Securities)


                             Anastasia D. Kelly
                 Senior Vice President and General Counsel
                           Sears, Roebuck and Co.
                             3333 Beverly Road
                      Hoffman Estates, Illinois 60179
                         Telephone : (847) 286-2500

                   (Name, address and telephone number of
                    person authorized to receive notices
              and communications on behalf of filing persons)

                              With a copy to:
                            Gary P. Cullen, Esq.
              Skadden, Arps, Slate, Meagher & Flom (Illinois)
                           333 West Wacker Drive
                          Chicago, Illinois 60606
                         Telephone: (312) 407-0700


[_]  Check the box if any part of the fee is offset as provided by Rule
     0-11(a)(2) and identify the filing with which the offsetting fee was
     previously paid. Identify the previous filing by registration
     statement number or the Form or Schedule and the date of its filing.
     Amount Previously Paid:   $____________         Filing party:  ___________
     Form or Registration No.:  ____________         Date Filed:    ___________

[X]  Check the box if the filing relates solely to preliminary
     communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
     the statement relates:
     [X] third-party tender offer subject to Rule 14d-1.
     [_] issuer tender offer subject to Rule 13e-4.
     [_] going-private transaction subject to Rule 13e-3.
     [_] amendment to Schedule 13D under Rule 13d-2.
     Check the following box if the filing is a final amendment reporting
     the results of the tender offer: [_]
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Item 12.      Exhibits

(a)(5)(A)     Press Release issued by Sears, Roebuck and Co. on May 13, 2002

(a)(5)(B)     Key Messages for Sears Corporate Strategic Leadership Team

(a)(5)(C)     Letter to Sears Associates, dated May 13, 2002, from Alan J. Lacy
              posted on the Sears Intranet

(a)(5)(D)     Slides used in Conference Call held on May 13, 2002

                               EXHIBIT INDEX

Exhibit       Exhibit Name
- -------       ------------

(a)(5)(A)     Press Release issued by Sears, Roebuck and Co. on May 13, 2002

(a)(5)(B)     Key Messages for Sears Corporate Strategic Leadership Team

(a)(5)(C)     Letter to Sears Associates, dated May 13, 2002, from Alan J. Lacy
              posted on the Sears Intranet

(a)(5)(D)     Slides used in Conference Call held on May 13, 2002