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                                 SCHEDULE 14A
                                (Rule 14a-101)

                   INFORMATION REQUIRED IN PROXY STATEMENT

                           SCHEDULE 14A INFORMATION
         PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                    EXCHANGE ACT OF 1934 (AMENDMENT NO.  )
                 
 
    Filed by the registrant [X]

    Filed by a party other than the registrant [ ]

    Check the appropriate box:

    [ ] Preliminary proxy statement    [ ] Confidential, for Use of the 
                                           Commission Only (as permitted by
                                           Rule 14a-6(e)(2))
    [ ] Definitive proxy statement (Revocation of Consent Statement)

    [ ] Definitive additional materials

    [X] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12


                              KMART CORPORATION
- -------------------------------------------------------------------------------
           (Name of Registrant as Specified in Its Charter)


                              KMART CORPORATION
- -------------------------------------------------------------------------------
  (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of filing fee (Check the appropriate box):

    [ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

    [ ] $500 per each party to the controversy pursuant to Exchange Act 
Rule 14a-6(i)(3).

    [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

    (1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

    (2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

    (3) Per unit price or other underlying value of transaction computed 
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing 
fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

    (4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

    (5) Total fee paid:

- --------------------------------------------------------------------------------

    [X] Fee paid previously with preliminary materials.

- --------------------------------------------------------------------------------

    [ ] Check box if any part of the fee is offset as provided by Exchange Act 
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was 
paid previously. Identify the previous filing by registration statement 
number, or the form or schedule and the date of its filing.

    (1) Amount previously paid:

- --------------------------------------------------------------------------------

    (2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------

    (3) Filing party:

- --------------------------------------------------------------------------------

    (4) Date filed:

- --------------------------------------------------------------------------------

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                                                                  KMART LOGO

NANCIE W. LADUKE                                    KMART CORPORATION
Vice President, Secretary                           International Headquarters
                                                    Legal Department
                                                    3100 West Big Beaver Road
May 10, 1996                                        Troy MI 48084-3163
                                                    810 643 1792
                                                    Fax 810 643 1054

VIA ELECTRONIC TRANSMISSION


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:   Soliciting Material of Kmart Corporation
      Relating to the Possible Solicitation of Proxies
      by the Kmart Independent Shareholders' Committee

Ladies and Gentlemen:

        On behalf of Kmart Corporation, a Michigan corporation ("Kmart"), we
transmit herewith via electronic transmission for filing, pursuant to Rule
101(a)(1)(iii) of Regulation S-T and Rules 14a-11(b) and 14a-12(b) of the
Securities Exchange Act of 1934, as amended, soliciting materials (the
"Soliciting Materials") of Kmart relating to the possible solicitation by the
Kmart Independent Shareholders' Committee of proxies from the holders of Kmart
common stock. The Soliciting Materials include a cover page in the form set
forth in Schedule 14A.

        Three copies of each of this letter and the Soliciting Materials are
being filed with each of The New York Stock Exchange, The Pacific Stock
Exchange and The Chicago Stock Exchange.

        If you have any questions or comments concerning the enclosed
documents, please feel free to contact the undersigned at (810) 643-1792 or
David J. Friedman at (212) 735-2218.


Very truly yours,


   Nancie LaDuke
- ---------------------
   Nancie W. LaDuke


Enclosures

cc:   Robert M. Burton
      David J. Friedman
      Anthony N. Palizzi
      The New York Stock Exchange
      The Pacific Stock Exchange
      The Chicago Stock Exchange

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                                                May 10, 1996

Dear Kmart Stockholder:

The annual meeting of Kmart stockholders will take place soon, on May 21.
Whether or not you are able to attend the meeting, it is important that you
sign, date and return your WHITE proxy card promptly. This will assure that
your vote is represented at the meeting.

At the meeting, I will give stockholders a progress report on the turnaround
now underway at Kmart. I believe our company is well on its way in this regard.

The new Board of Directors and senior management team that we have put in place
at Kmart is critical to our turnaround success. Seven new members - more than
half of our Board of Directors including myself - are new in the past year.
Nineteen of our 33 corporate officers are new to Kmart over the past 18 months.
Fortunately, we have been able to attract candidates with the highest caliber
of leadership and business experience as directors and senior officers.

We are in the process of securing a new three year $3.7 billion bank loan
arrangement, giving us financial stability and flexibility over a meaningful 
period of time. In addition, we are working on an offering of preferred
securities which will further enhance our financial foundation and allow us to
be as creative and aggressive as we know we must be.

With these key components as a foundation, we are pressing ahead to improve
financial performance and shareholder value through hundreds of initiatives
designed to improve merchandise assortments, provide better in-stock positions,
offer cleaner and more orderly stores, and post dramatic gains in customer
service. 

I look forward to sharing news of our progress with you -- at the annual meeting
and through other forms of communications during the coming year. Once again,
please sign, date and return your WHITE proxy card as soon as possible to make
sure your vote is counted at the May 21st stockholder meeting.

If you have any questions, or require assistance in voting your shares, please
contact D.F. King & Co. at (800) 714-3310.

Thank you.

                                             Sincerely,

                                             Floyd Hall
                                             Floyd Hall
                                             Chairman, President
                                                and Chief Executive Officer