Edgar Filing: SEARS ROEBUCK & CO

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 ^*

WHITE WILLIAM C III

2. Issuer Name and Ticker or Trading Symbol
SEARS ROEBUCK & CO [S]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Vice President

(Last)

(First)

(Middle)

3333 BEVERLY ROAD

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2004

(Street)

HOFFMAN ESTATES, IL 60179

4. If Amendment, Date Original Filed(Month/Day/Year)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	12/03/2004	12/03/2004	M		6,134	A	$ 38.65	41,134	D
Common Shares	12/03/2004	12/03/2004	M		9,000	A	$ 37.94	50,134	D
Common Shares	12/03/2004	12/03/2004	M		10,000	A	$ 21.64	60,134	D
Common Shares	12/03/2004	12/03/2004	M		6,666	A	$ 27.12	66,800	D
Common Shares	12/03/2004	12/03/2004	M		38,000	A	$ 44.53	104,800	D
Common Shares	12/03/2004	12/03/2004	S		9,200	D	$ 52.35	95,600	D
Common Shares	12/03/2004	12/03/2004	S		60,400	D	$ 52.34	35,200	D
Common Shares	12/03/2004	12/03/2004	S		200	D	$ 52.32	35,000	D
Common Shares (401(k) Plan)								463.397	I	401(k)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (Right to Buy)

$ 44.53

12/03/2004

38,000

12/01/2004

02/04/2014

Common Shares

38,000

⁽¹⁾

Option (Right to Buy)

$ 21.64

12/03/2004

10,000

⁽²⁾

02/13/2013

Common Shares

10,000

⁽¹⁾

20,000

Option (Right to Buy)

$ 27.12

12/03/2004

6,666

⁽²⁾

04/25/2013

Common Shares

6,666

⁽¹⁾

13,334

Option (Right To Buy)

$ 38.65

12/03/2004

6,134

⁽³⁾

02/14/2011

Common Shares

6,134

⁽¹⁾

6,133

Option (Right to Buy)

$ 37.94

12/03/2004

9,000

⁽³⁾

10/10/2011

Common Shares

9,000

⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WHITE WILLIAM C III 3333 BEVERLY ROAD HOFFMAN ESTATES, IL 60179			Executive Vice President

Signatures

By:\s\ Ellis A. Regenbogen as Attorney-in-Fact		12/03/2004
^**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)	Employee Stock Option grant in consideration of service as an employee.
(2)	This option grant vests in three equal annual installments beginning one year from the date of grant. The option expires 10 years from the date of grant, and contains reload features and the right to have shares withheld to satisfy tax withholding obligations.
(3)	The stock option vested in three equal annual installments beginning one year from the date of grant.

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