Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LACY ALAN J
  2. Issuer Name and Ticker or Trading Symbol
SEARS ROEBUCK & CO [S]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
3333 BEVERLY ROAD, B6 277A
3. Date of Earliest Transaction (Month/Day/Year)
01/03/2005
(Street)

HOFFMAN ESTATES, IL 60179
4. If Amendment, Date Original Filed(Month/Day/Year)
01/03/2005
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 01/03/2005 01/03/2005 M   19,788 (1) A $ 21.64 128,794 D  
Common Shares 01/03/2005 01/03/2005 F   11,754 (1) D $ 51.92 117,040 D  
Common Shares 01/03/2005 01/03/2005 M   31,111 (2) A $ 31.07 148,151 D  
Common Shares 01/03/2005 01/03/2005 F   22,297 (2) D $ 51.92 125,854 D  
Common Shares (401(k) Plan)               4,160.2203 I 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Share Units (3) 01/03/2005 01/03/2005 A   234.6007     (3)   (3) Common Shares 234.6007 $ 51.6 52,866.7771 D  
Option (Right to Buy) $ 51.92 01/03/2005 01/03/2005 A   8,247   01/03/2006(4) 02/13/2013 Common Shares 8,247 (5) 8,247 D  
Option (Right to Buy) $ 51.92 01/03/2005 01/03/2005 A   18,617   01/03/2006(4) 02/01/2010 Common Shares 18,617 (5) 18,617 D  
Option (Right to Buy) $ 21.64 01/03/2005 01/03/2005 M     19,788 02/13/2004 02/13/2013 Common Shares 19,788 (6) 153,334 D  
Option (Right to Buy) $ 31.07 01/03/2005 01/03/2005 M     31,111 02/01/2001 02/01/2010 Common Shares 31,111 (6) 17,639 D  
Common Share Units (7) 01/03/2005 01/03/2005 A   169.9936     (7)   (7) Common Shares 169.9936 $ 51.6 38,307.6396 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LACY ALAN J
3333 BEVERLY ROAD
B6 277A
HOFFMAN ESTATES, IL 60179
  X     Chief Executive Officer  

Signatures

 By:/s/ Ellis A. Regenbogen as Attorney-in-Fact   01/04/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Mr. Lacy exercised a stock option for 19, 788 shares with reload features. He surrendered 11,754 shares to pay the exercise pric e and tax withholding obligations related to the option exercise.
(2) Mr. Lacy exercised a stock option for 31, 111 shares with reload features. He surrendered 22, 297 shares to pay the exercise pri ce and tax withholding obligations related to the option exercise.
(3) These common share units were acquired pursuant to the Sears, Roebuck and Co. Deferred Compensation Plan, as Amended and Restated to December 13, 2000 (the "Plan"). These units represent salary, annual incentive, long-term incentive and/or dividend payments deferred under the Plan, converted into units based on the market price of Sears common shares on the date of deferral and held in the non-diversifiable account of the Plan. The units are credited with amounts representing dividends on common shares, as declared, which are also converted into units. The common share units are settled in Sears common shares following seperation from service.
(4) The stock option will vest in three equal annual installments beginning 01/03/2006.
(5) Stock option reload grant
(6) Employee Stock Option grant in consideration of service as an employee.
(7) These common share units were acquired pursuant to the Sears, Roebuck and Co. Deferred Compensation Plan, as Amended and Restated to December 13, 2000 (the "Plan"). These units represent salary, annual incentive, long-term incentive and/or dividend payments deferred under the Plan and converted into units based on the market price of Sears common shares on the date of deferral. The units are credited with amounts representing dividends on common shares, as declared, which are also converted into units. The common share units are to be settled in cash, either in a lump sum or in a series of annual payments, following seperation from service.

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