SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
SEARS, ROEBUCK AND CO.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
812387 10 8
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ ] .
(A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
CUSIP NO. 812387 10 8 13G
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE SAVINGS AND PROFIT SHARING FUND OF SEARS
EMPLOYEES
36-6032195
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
NA
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS
5 SOLE VOTING POWER
SEE EXHIBIT A
6 SHARED VOTING POWER
SEE EXHIBIT A
7 SOLE DISPOSITIVE POWER
SEE EXHIBIT A
8 SHARED DISPOSITIVE POWER
SEE EXHIBIT A
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
SEE EXHIBIT A
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.812
12 TYPE OF REPORTING PERSON*
EP
Item 1 (a) Name of Issuer:
Sears, Roebuck and Co.
(b) Address of Issuer's Principal Executive
Offices:
3333 Beverly Road
Hoffman Estates, IL 60179
Item 2 (a) Name of Person Filing:
The Savings and Profit Sharing Fund of Sears
Employees
(b) Address of Principal Business Offices:
233 S. Wacker, 51st Floor
Chicago, IL 60606-6401
(c) Citizenship of Place of Organization:
Illinois
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number
812387 10 8
Item 3 If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person
filing is a:
(a) ( ) Broker or Dealer registered under Section
15 of the Act
(b) ( ) Bank as defined in section 3(a)(6) of the
Act
(c) ( ) Insurance Company as defined in section
3(a)(19) of the Act
(d) ( ) Investment Company registered under
section 8 of the Investment Company Act
(e) ( ) Investment Adviser registered under
section 203 of the Investment Advisers Act
of 1940
(f) (x) Employee Benefit Plan, Pension Fund which
is subject to the provisions of the
Employee Retirement Income Security Act of
1974 or Endowment Fund: see Section
240.13d-1(b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G) (Note: See
item 7)
(h) ( ) Group, in accordance with Section
240.13d-1(b)(1)(ii)(H)
Item 4 Ownership
(a) Amount Beneficially Owned: 26,598,552
shares*
(b) Percent of Class: 6.812%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote**
(ii) shared power to vote or to direct the
vote**
(iii) sole power to dispose or to direct the
disposition of**
(iv) shared power to dispose or to direct the
disposition of**
Item 5 Ownership of Five Percent or less of a Class.
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of
Another Person.
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company**
Item 8 Identification and Classification of Members of the
Group.
Not Applicable
Item 9 Notice of Dissolution of Group
Not Applicable
<PAGE>
Item 10 Certification
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
Signature
After reasonable inquiry and to the best knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 14, 1995
THE SAVINGS AND PROFIT SHARING
FUND OF SEARS EMPLOYEES
By /s/ Barry H. Pike
Barry H. Pike
Plan Administrator
<PAGE>
EXHIBIT A
The Sears common shares are held by two separate,
independent trustees. As of December 31, 1995, The Northern
Trust Company of New York ("Northern") held 26,598,552 Sears
shares on behalf of participants in The Savings and Profit
Sharing Fund of Sears Employees (the "Fund").
Members of the Fund are entitled to give instructions to
Northern with respect to the voting of the Sears shares
credited to their accounts in the Fund. The shares credited
to the account of those members who forward voting instructions are
voted in accordance with their instructions. If at least 50% of the shares
are voted by the, members, the shares for which voting instructions have
not been received from members, by the date specified by The Northern Trust
Company, are voted in the same proportions as all Company Shares of that
class held under the Plan with respect to which directions are received by
Northern from members of the Fund. If less than 50% of the shares are voted
by Fund members, Northern will vote the shares for which no instructions were
received. U.S. Trust will vote the shares held in the suspense account in
the same proportion as the allocated shares are voted.
The Investment Committee of the Fund has appointed Sears
Investment Management Co. ("SIMCO") a wholly owned subsidiary
of Sears and a registered investment adviser under the
Investment Advisers Act of 1940, as investment manager. As
investment manager, SIMCO possesses investment management
powers and serves at the pleasure of the Investment Committee.
The filing of this Schedule 13G shall not be construed
as an admission that the Fund or the trustees of the Fund, are
for the purposes of Sections 13 (d) or 13 (g) of the
Securities Exchange Act of 1934, as amended, the beneficial
owner of any securities covered by this Schedule 13G.
