SECURITIES AND EXCHANGE COMMISSION

Issuer Delisting; Order Granting of Application of Sears Roebuck Acceptance Corp. to Withdraw its 7% notes (due 2042), 7.4% notes (due 2043), and 6.75% notes (due September 2005), from Listing and Registration on the New York Stock Exchange, Inc. File No. 1-04040

June 2, 2005

On May 5, 2005, Sears Roebuck Acceptance Corp., a Delaware corporation ("Issuer"), filed an application with the Securities and Exchange Commission ("Commission"), pursuant to Section 12(d) of the Securities Exchange Act of 1934 ("Act")¹ and Rule 12d2-2(d) thereunder,² to withdraw its 7% notes (due 2042), 7.4% notes (due 2043), and 6.75% notes (due September 2005) (collectively "Securities"), from listing and registration on the New York Stock Exchange, Inc. ("NYSE"). Notice of such application requesting comments was published in the Federal Register on May 16, 2005. ³ The Commission received 3 comment letters on the application, including a response from the Issuer.⁴ As discussed below, after careful consideration of the comments received, the Commission is granting the application.

The Board of Directors ("Board") of the Issuer, by unanimous written consent, approved a resolution on May 3, 2005, to withdraw the Securities from listing and registration on the NYSE. The Board stated that the following reasons factored into its decision to withdraw the Securities from the NYSE: (1) the fact that the Issuer has a limited number of security holders of record; (2) the costs associated with maintaining the Issuer's status as a NYSE-listed company and the obligation to continue complying with periodic reporting requirements, which obligations the Issuer could suspend immediately absent the listing of the Securities; and (3) the limited volume of trading in the Securities. In this regard, the Board took into account that as of January 31, 2005, each series of the notes had fewer than 100 holders of record.

The Issuer stated in its application that it has complied with the NYSE's rules governing an issuer's voluntary withdrawal of a security from listing and registration by complying with all applicable laws in effect in the State of Delaware, and by providing the NYSE with the required documents governing the removal of securities from listing and registration on the NYSE. The Issuer's application relates solely to the withdrawal of the Securities from listing on the NYSE and from registration under Section 12(b) of the Act,⁵ and shall not affect its obligation to be registered under Section 12(g) of the Act. ⁶

The Commission, having considered the facts stated in the application and having due regard for the public interest and protection of investors, orders that the application be, and it hereby is, granted, effective at the opening of business on June 3, 2005.⁷

For the Commission, by the Division of Market Regulation, pursuant to delegated authority. ⁸

Endnotes

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¹ 15 U.S.C. 78l(d).

² 17 CFR 240.12d2-2(d).

³ See Securities Exchange Act Release No. 51638 (April 29, 2005), 70 FR 24131.

⁴ 15 U.S.C. 781(b).

⁵ 15 U.S.C. 781(g).

⁶ 17 CFR 200.30-3(a)(1).

⁷As noted earlier, the Commission received 3 comment letters regarding the application, including the Issuer Response. See note 4, supra. The Commission has considered the comment letters and the Issuer Response. The Commission is satisfied that the application is consistent with the requirements of Rule 12d2-2 under the Act. See 17 CFR 240.12d2-2. The Issuer has set forth a description of the securities involved together with a statement of all material facts relating to the reasons for withdrawal or striking from listing and registration, and the steps taken by the Issuer to comply with the rules of the NYSE governing the delisting of securities.

⁸17 CFR 200.30-3(a)(1).

http://www.sec.gov/rules/delist/1-14040.htm