SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K/A1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 15, 1995
SEARS, ROEBUCK AND CO.
(Exact name of registrant as specified in charter)
New York 1-416 36-1750680
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
Sears Tower, Chicago, Illinois 60684
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 875-2500
<PAGE>
Item 5. Other Events.
On May 15, 1995, the Registrant made available the
restated financial statements filed as exhibit 99 to this
report in order to reflect Allstate Insurance Group
("Allstate") as discontinued operations. At a special meeting
on March 31, 1995, the Registrant's shareholders approved the
distribution of its interest in The Allstate Corporation,
through which the business of Allstate is conducted, to the
Registrant's common shareholders and the distribution was
further considered by the Registrant's Board of Directors at
their May 1995 meeting. The distribution is expected to occur
in the middle of 1995, subject to market conditions, a
favorable tax ruling or opinion on the tax-free nature of the
distribution and certain other conditions.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibit Description
*23 Consent of Deloitte & Touche.
27 Amended Financial Data Schedule.
*99 Restated financial statements issued for the
Registrant and consolidated subsidiaries.
___________
* Previously filed<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned thereunto duly authorized.
SEARS, ROEBUCK AND CO.
Date: May 26, 1995 By: /S/JAMES A. BLANDA
JAMES A. BLANDA
Vice President and
Controller
EXHIBIT INDEX
23* Consent of Deloitte & Touche.
27 Amended Financial Data Schedule.
99* Restated financial statements issued for the
Registrant and consolidated subsidiaries.
__________
* Previously filed
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF INCOME AND CASH FLOWS INCLUDED IN
EXHIBIT 99 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> YEAR 9-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> DEC-31-1994 OCT-1-1994
<CASH> 548 779
<SECURITIES> 0 0
<RECEIVABLES> 19,013 17,497
<ALLOWANCES> 812 795
<INVENTORY> 4,044 4,505
<CURRENT-ASSETS> 24,415 24,398
<PP&E> 8,418 9,085
<DEPRECIATION> 4,165 4,501
<TOTAL-ASSETS> 37,312 38,042
<CURRENT-LIABILITIES> 13,913 14,492
<BONDS> 8,844 9,085
<COMMON> 294 294
1,236 1,236
325 325
<OTHER-SE> 8,946 8,833
<TOTAL-LIABILITY-AND-EQUITY> 37,312 38,042
<SALES> 29,451 20,168
<TOTAL-REVENUES> 33,025 22,831
<CGS> 21,568 14,848
<TOTAL-COSTS> 21,568 14,848
<OTHER-EXPENSES> 8,054 5,712
<LOSS-PROVISION> 698 502
<INTEREST-EXPENSE> 1,279 965
<INCOME-PRETAX> 1,471 847
<INCOME-TAX> 614 346
<INCOME-CONTINUING> 857 501
<DISCONTINUED> 402 268
<EXTRAORDINARY> 195 0
<CHANGES> 0 0
<NET-INCOME> 1,454 769
<EPS-PRIMARY> 3.66 1.92
<EPS-DILUTED> 3.66 0<F1>
<FN>
<F1>Not Applicable
</FN>
</TABLE>
