New York
(State of jurisdiction of 
incorporation of organization)

36-1750680
(I.R.S. employer 
identification no.)

Title of Securities to be Registered

Amount to 
be registered(1)

Proposed maximum offering price per share 

Proposed maximum aggregate offering price

Amount of registration fee(3)

Common Shares, par value $0.75 per share

5,000,000

(2)

(2)

$48,613

Item 3.

Incorporation of Documents by Reference

The following documents filed by Sears, Roebuck and Co. with the Securities and Exchange Commission (the "Commission") are incorporated into this Registration Statement by reference, except to the extent that any statement or information therein is modified, superseded or replaced by a statement or information contained in any other subsequently filed document incorporated herein by reference: 

(1) Sears Annual Report on Form 10-K for the fiscal year ended January 1, 2000, 

(2) Sears Quarterly Reports on Form 10-Q for the quarters ended April 1, July 1 and September 30, 2000; 

(3) Sears Current Reports on Form 8-K dated January 4, January 21, April 17, April 18, July 21, August 10, September 15 and October 19, 2000, January 4 and January 18, 2001;

(4) The description of Sears common shares contained in Item 5 on page 15 of Sears Annual Report on Form 10-K for the year ended January 1, 2000;

(5) Sears 401(k) Profit Sharing Plan's Annual Report on Form 11-K for the year ended December 31, 1999; and

(6) All documents (other than those portions of such documents described in paragraphs (i), (k) and (l) of Item 402 of Regulation S-K promulgated by the Commission) filed by Sears with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment indicating that all securities offered hereunder have been sold or deregistering all securities then remaining unsold.

Item 4. 

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

Article V of the By-Laws of Sears, relating to indemnification of directors and officers, is incorporated by reference to Exhibit 3.(ii) to the Annual Report on Form 10-K of Sears for the year ended January 1, 2000. 

Judgments or decrees rendered against Sears 401(k) Savings Plan (the "Plan") (formerly known as Sears 401(k) Profit Sharing Plan), the Trustee, the Investment Committee or other fiduciaries that are not based upon a breach of fiduciary responsibility are to be satisfied from Plan assets and not from assets of the Trustee, the members of the Investment Committee or other named fiduciaries.

The New York Business Corporation Law ("BCL") and the By-Laws of Sears generally provide for the indemnification of any director or officer of Sears who is or is threatened to be made a party to any action because such person is or was a director or officer of Sears, or because such person served another enterprise (including Sears Investment Management Co. ("SIMCO") or the Plan) at the request of Sears, against judgments, fines, amounts paid in settlement and expenses (including attorneys' fees) incurred as a result of such action, as limited by the BCL and the By-Laws in certain circumstances depending upon the type of conduct involved and the nature of the action. As authorized by the Delaware General Corporation Law ("GCL"), the by-laws of SIMCO also provide for indemnification of directors, officers, employees and agents of SIMCO in a manner generally similar to that described above. 

The BCL authorizes Sears, and the GCL authorizes SIMCO, to purchase indemnification insurance.

Sears has in effect insurance policies that provide total coverage of $150,000,000 (subject to a deductible) over a three year period ending March 31, 2001. The policies insure directors and officers of Sears and of certain other entities (including SIMCO and the Plan) against claims arising from their service as directors or officers. The policies also provide for the payment by the insurer of amounts, excluding certain fines and penalties that are legally uninsurable and certain other matters, which Sears, certain other entities (including SIMCO and the Plan), or their officers, directors or employees become obligated to pay by reason of any claim based upon an act or omission in the management or administration of certain employee benefit plans (including the Plan) sponsored by Sears and certain subsidiaries of Sears. In addition, the policies insure against employment practices liability. 

Item 7.

Exemption from Registration Claimed.

Not applicable

Item 8.

Exhibits.

The Exhibits to this Registration Statement are listed in the Exhibit Index beginning on page E-1 of this Registration Statement, which Index is incorporated herein by reference. 

The Registrant will submit the Plan document as amended and restated and all amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and will make all changes required by the IRS in order to qualify the Plan.

SEARS, ROEBUCK AND CO.

/S/Jeffrey N. Boyer*

By:

Jeffrey N. Boyer

Chief Financial Officer

Signature

Title

Date

Alan J. Lacy*

Chairman of the Board of Directors, President, and Chief Executive Officer
(Principal Executive Officer)

Jeffrey N. Boyer*

Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

Glenn Richter*

Vice President and Controller
(Principal Accounting Officer)

Hall Adams, Jr.*

Director

Brenda C. Barnes*

Director

February 27, 2001

Warren L. Batts*

Director

James R. Cantalupo*

Director

W. James Farrell*

Director

Michael A. Miles*

Director

Hugh B. Price*

Director

Dorothy A. Terrell*

Director

*By:

/s/ Jeffrey N. Boyer
Jeffrey N. Boyer
Individually and as Attorney-in-fact

The Plan. Pursuant to the requirements of the Securities Act of 1933, the administrator of Sears 401(k) Savings Plan has duly caused this Registration Statement to be signed on the Plan's behalf by the undersigned, thereunto duly authorized, in Hoffman Estates, State of Illinois, on the 27th day of February, 2001. 

SEARS 401(K) SAVINGS PLAN

By: SEARS, ROEBUCK AND CO.

Plan Administrator
 
 

BY: /s/ Greg A. Lee

Greg A. Lee

Senior Vice President, Human Resources

Exhibit Number

4.1.

Sears 401(k) Savings Plan as Amended and Restated as of January 1, 2000 [Incorporated by reference to Exhibit 99.(i) to Sears Annual Report on Form 10-K for the year ended January 1, 2000]

4.2.

Sears 401(k) Profit Sharing Trust Agreement as amended and restated effective as of January 1, 1998 [Incorporated by reference to Exhibit 99.(iii) to the Annual Report on Form 10-K of Sears, Roebuck and Co. for the year ended January 3, 1998]

4.3.

Amendment to the Sears 401(k) Profit Sharing Trust Agreement dated June 26, 1998 [Incorporated by reference to Exhibit 99.(ii) to Sears Annual Report on Form 10-K for the year ended January 2, 1999]

4.4.

Amendment to the Sears 401(k) Profit Sharing Trust Agreement dated December 1, 1998 [Incorporated by reference to Exhibit 99.(iii) to Sears Annual Report on Form 10-K for the year ended January 2, 1999]

4.5.

Amendment to the Sears 401(k) Profit Sharing Trust Agreement dated March 31, 1999 [Incorporated by reference to Exhibit 99.(ii) to Sears Annual Report on Form 10-K for the year ended January 1, 2000]

15.

Acknowledgment of Deloitte & Touche LLP regarding unaudited interim information*

23.

Consent of Deloitte & Touche LLP*

24.

Powers of Attorney of certain officers and directors of Sears, Roebuck and Co.*