UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                (AMENDMENT NO. 1)


                   Under the Securities Exchange Act of 1934*


                               Sears Roebuck & Co.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $0.75 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   812387-10-8
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 2002
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:       [ ] Rule 13d-1(b)
                [X] Rule 13d-1(c)
                [ ] Rule 13d-1(d)

* 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).

            Person Authorized to Receive Notices and Communications:

                             Janice V. Sharry, Esq.
                              Haynes and Boone, LLP
                           901 Main Street, Suite 3100
                               Dallas, Texas 75202
                                 (214) 651-5562









                                  SCHEDULE 13G


CUSIP No. 812387-10-8                                          Page 2 of 9 Pages

      1   NAME OF REPORTING PERSON
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

                   ESL Partners, L.P., a Delaware limited partnership
                   22-2875193

      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
          (a) [X]
          (b) [ ]

      3   SEC USE ONLY


      4   CITIZENSHIP OR PLACE OR ORGANIZATION

                   Delaware
                                      5   SOLE VOTING POWER
           NUMBER OF
             SHARES                           17,127,875
          BENEFICIALLY
            OWNED BY                  6   SHARED VOTING POWER
              EACH
           REPORTING
             PERSON                               0
              WITH                    7   SOLE DISPOSITIVE POWER

                                               17,127,875

                                      8   SHARED DISPOSITIVE POWER

                                                   0

               9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     28,059,500

               10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
                   SHARES   [ ]


               11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                          8.9%

               12  TYPE OF REPORTING PERSON

                            PN










CUSIP No. 812387-10-8                                          Page 3 of 9 Pages

      1       NAME OF REPORTING PERSON
              I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

                       ESL Limited, a Bermuda corporation

      2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
              (a) [X]
              (b) [ ]

      3       SEC USE ONLY


      4       CITIZENSHIP OR PLACE OR ORGANIZATION

                       Bermuda
                                      5      SOLE VOTING POWER

           NUMBER OF                             3,740,413
             SHARES
          BENEFICIALLY
            OWNED BY                  6      SHARED VOTING POWER
              EACH
           REPORTING                                  0
             PERSON
              WITH                    7      SOLE DISPOSITIVE POWER

                                                   3,740,413

                                      8      SHARED DISPOSITIVE POWER

                                                      0


               9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     28,059,500

               10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
                   SHARES   [ ]


               11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                        8.9%

               12  TYPE OF REPORTING PERSON

                            CO











CUSIP No. 812387-10-8                                          Page 4 of 9 Pages

      1  NAME OF REPORTING PERSON
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

                ESL Institutional Partners, L.P., a Delaware limited partnership
                06-1456821

      2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
         (a) [X]
         (b) [ ]

      3  SEC USE ONLY


      4  CITIZENSHIP OR PLACE OR ORGANIZATION

                  Delaware
                                      5    SOLE VOTING POWER
            NUMBER OF
             SHARES                                 583,518
          BENEFICIALLY
            OWNED BY                  6    SHARED VOTING POWER
              EACH
           REPORTING                                0
             PERSON
              WITH                    7    SOLE DISPOSITIVE POWER

                                                    583,518

                                      8    SHARED DISPOSITIVE POWER

                                                    0

               9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     28,059,500

               10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
                   SHARES   [ ]


               11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                        8.9%

               12  TYPE OF REPORTING PERSON

                         PN











CUSIP No. 812387-10-8                                          Page 5 of 9 Pages

      1   NAME OF REPORTING PERSON
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

                   ESL Investors, L.L.C., a Delaware limited liability company
                   13-4095958

      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
          (a) [X]
          (b) [ ]

      3   SEC USE ONLY


      4   CITIZENSHIP OR PLACE OR ORGANIZATION

                   Delaware
                                      5    SOLE VOTING POWER
           NUMBER OF
             SHARES                             6,607,694
          BENEFICIALLY
            OWNED BY                  6    SHARED VOTING POWER
              EACH
           REPORTING                                0
             PERSON
              WITH                    7    SOLE DISPOSITIVE POWER

                                                6,607,694

                                      8    SHARED DISPOSITIVE POWER

                                                    0

               9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     28,059,500

               10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
                   SHARES   [ ]


               11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                        8.9%

               12  TYPE OF REPORTING PERSON

                        OO










CUSIP No. 812387-10-8                                          Page 6 of 9 Pages

Item 1(a)         Name of Issuer:

                  Sears Roebuck & Co.

Item 1(b)         Address of Issuer's Principal Executive Offices:

                  3333 Beverly Road
                  Hoffman Estates,  IL 60179

Item 2(a)         Names of Persons Filing:

                  ESL Partners, L.P.
                  ESL Limited
                  ESL Institutional Partners, L.P.
                  ESL Investors, L.L.C.

Item 2(b)         Addresses of Principal Business Offices:

                  ESL Partners, L.P., ESL Institutional Partners, L.P., and ESL
                  Investors, L.L.C.:
                  One Lafayette Place
                  Greenwich, CT 06830

                  ESL Limited
                  Hemisphere House
                  9 Church Street
                  Hamilton, Bermuda

Item 2(c)         Citizenship:

                  ESL Partners, L.P. -- Delaware
                  ESL Limited -- Bermuda
                  ESL Institutional Partners, L.P. -- Delaware
                  ESL Investors, L.L.C. -- Delaware

Item 2(d)         Title of Class of Securities:

                  Common Stock, par value $0.75 per share

Item 2(e)         CUSIP Number:

                  812387-10-8









CUSIP No. 812387-10-8                                          Page 7 of 9 Pages

Item 3            Status of Persons Filing:

                  (a)    [ ] Broker or dealer registered under section 15 of the
                             Act (15 U.S.C. 78o);
                  (b)    [ ] Bank as defined in section 3(a)(6) of the Act (15
                             U.S.C. 78c);
                  (c)    [ ] Insurance company as defined in section 3(a)(19) of
                             the Act (15 U.S.C. 78c);
                  (d)    [ ] Investment company registered under section 8 of
                             the Investment Company Act of 1940 (15 U.S.C.
                             80a-8);
                  (e)    [ ] An investment adviser in accordance with Section
                             240.13d-1(b)(1)(ii)(E);
                  (f)    [ ] An employee benefit plan or endowment fund in
                             accordance with Section 240.13d-1(b)(1)(ii)(F); (
                  (g)    [ ] A parent holding company or control person in
                             accordance with Section 240.13d-1(b)(1)(ii)(G);
                  (h)    [ ] A savings association as defined in Section 3(b) of
                             the Federal Deposit Insurance Act (12 U.S.C. 1813);
                  (i)    [ ] A church plan that is excluded from the definition
                             of an investment company under section 3(c)(14)
                             of the Investment Company Act of 1940 (15 U.S.C.
                             80a-3);
                  (j)    [ ] Group, in accordance with Section
                             240.13d-1(b)(1)(ii)(J).

Item 4            Ownership:

                  (a)    Amount Beneficially Owned: 28,059,500 shares of Common
                         Stock, par value $0.75 per share.

                         This statement is filed on behalf of a group consisting
                         of ESL Partners, L.P., a Delaware limited partnership
                         ("ESL"), ESL Limited, a Bermuda corporation
                         ("Limited"), ESL Institutional Partners, L.P., a
                         Delaware limited partnership ("Institutional"), and ESL
                         Investors, L.L.C., a Delaware limited liability company
                         ("Investors") sometimes referred to collectively as the
                         "ESL Reporting Group." The general partner of ESL is
                         RBS Partners, L.P. (the "General Partner"). The general
                         partner of the General Partner of ESL is ESL
                         Investments, Inc., a Delaware corporation. ESL
                         Investment Management, LLC, a Delaware limited
                         liability company ("ESLIM"), is the investment manager
                         of Limited. RBS Investment Management, LLC, a Delaware
                         limited liability company ("RBSIM") is the general
                         partner of Institutional. RBS Partners, L.P. is the
                         manager of Investors. In the aforementioned capacities,
                         ESL, Limited, Institutional, and Investors each may be
                         deemed to be the beneficial owner of the shares of
                         Sears Roebuck & Co. common stock beneficially owned by
                         the other members of the group.

                         As of December 31, 2002: (i) ESL was the record owner
                         of 17,127,875 shares of common stock of Sears Roebuck &
                         Co.; (ii) Limited was the record owner of 3,740,413
                         shares of common stock of Sears Roebuck & Co.; (iii)
                         Institutional was the record owner of 583,518 shares of
                         common stock of Sears Roebuck & Co.; and (iv) Investors
                         was the record owner of 6,607,694 shares of common
                         stock of Sears Roebuck & Co.









CUSIP No. 812387-10-8                                          Page 8 of 9 Pages

                  (b)    Percent of Class: 8.9%.

                  (c)    Number of shares as to which each person has:

                         (i)   sole power to vote or to direct the vote:

                                    See Item 5 of each cover page.

                         (ii)  shared power to vote or to direct the vote: 0.

                         (iii) sole power to dispose or to direct the
                               disposition of:

                                    See Item 7 of each cover page.

                         (iv) shared power to dispose or to direct the
                              disposition of:  0.

Item 5            Ownership of 5% or Less of a Class:

                  Not applicable.

Item 6            Ownership of More than 5% on Behalf of Another Person:

                  Not applicable.

Item 7            Identification and Classification of the Subsidiary which
                  Acquired the Security Being Reported on By the Parent Holding
                  Company:

                  Not applicable

Item 8            Identification and Classification of Members of the Group:

                  See Item 4(a).

Item 9            Notice of Dissolution of Group:

                  Not applicable

Item 10           Certification:

                  By signing below I certify that, to the best of my knowledge
                  and belief, the securities referred to above were not acquired
                  and are not held for the purpose of or with the effect of
                  changing or influencing the control of the issuer of the
                  securities and were not acquired and are not held in
                  connection with or as a participant in any transaction having
                  that purpose or effect.









CUSIP No. 812387-10-8                                          Page 9 of 9 Pages


                                   SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Date: February 14, 2003
                         ESL PARTNERS, L.P.

                         By:      RBS Partners, L.P., its general partner
                         By:      ESL Investments, Inc., its general partner

                                  By:               /s/William C. Crowley
                                           -------------------------------------
                                           William C. Crowley
                                           President and Chief Operating Officer

                         ESL LIMITED

                         By:      ESL Investment Management, LLC,
                                  its investment manager

                                  By:               /s/William C. Crowley
                                           -------------------------------------
                                           William C. Crowley
                                           Member

                         ESL INSTITUTIONAL PARTNERS, L.P.

                         By:      RBS Investment Management, LLC,
                                  its general partner

                                  By:               /s/William C. Crowley
                                           -------------------------------------
                                           William C. Crowley
                                           Member

                         ESL INVESTORS, L.L.C.

                         By:      RBS Partners, L.P., its manager
                         By:      ESL Investments, Inc., its general partner

                                  By:               /s/William C. Crowley
                                           -------------------------------------
                                           William C. Crowley
                                           President and Chief Operating Officer









                                    EXHIBITS

Exhibit 1       Joint Filing Agreement, dated as of October 28, 2002, entered
                into by and among ESL Partners, L.P., ESL Limited, ESL
                Institutional Partners, L.P., and ESL Investors, L.L.C.
                (incorporated herein by reference to Exhibit 1 to Schedule 13G,
                filed on October 28, 2002).