date] Sears Roebuck Acceptance Corp. 3711 Kennett Pike Greenville, Delaware 19807 Gentlemen: This is to confirm our agreement ("Extension Agreement") that the term "Debt Securities" as defined in the Fixed Charge Coverage and Ownership Agreement dated...

                                                       Exhibit 4(d)

                                   [date]
	
Sears Xxxxxxx Acceptance Corp.
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000

Gentlemen:
	
This is to confirm our agreement ("Extension Agreement") that the term "Debt
Securities" as defined in the Fixed Charge Coverage and Ownership Agreement
dated as of May 15, 1995 between Sears Xxxxxxx Acceptance Corp. ("SRAC"),
and Xxxxx, Xxxxxxx and Co. shall be expanded to include up to $2 billion
aggregate initial offering price of debt securities to be issued by SRAC
under Registration Statement No. 33-64215.

If the foregoing satisfactorily sets forth your understanding of our
agreement, please indicate your acceptance by the signature of a duly
authorized officer in the space provided below and on the duplicate
original of this letter which is enclosed.

                                    Very truly yours,

                                    SEARS, XXXXXXX AND CO.



                                     By: 
                                          Xxxxx X. Xxxxxxxx
                                          Vice President and Treasurer

Accepted:

SEARS XXXXXXX ACCEPTANCE CORP.


By: 
       Xxxxx X. Xxxxx
       President