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) 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

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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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