<PAGE> 1
                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549

                               FORM 10-Q


(X) QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the quarterly period ended April 4, 1998  or

( ) TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

    For the transition period from               to


    Commission file number   2-20910

                                TRUSERV
                              CORPORATION
    (Exact name of registrant as specified in its charter)

               DELAWARE                                 36-2099896
    (State or other jurisdiction of                 (I.R.S. Employer
    incorporation or organization)                  Identification No.)

    8600 West Bryn Mawr Avenue
         Chicago, Illinois                              60631-3505
    (Address of principal executive offices)             (Zip Code)

                              (773) 695-5000
         (Registrant's telephone number, including area code)

                               not applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

    Indicate by check mark whether the registrant (1) has filed all
    reports required to be filed by Section 13 or 15(d) of the
    Securities Exchange Act of 1934 during the preceding 12 months (or
    for such shorter period that the registrant was required to file
    such reports), and(2) has been subject to such filing
    requirements for the past 90 days.
    Yes X     No


    The number of shares outstanding of each of the issuer's classes
    of common stock, as of May 2, 1998.

      Class A Common Stock, $100 Par Value.          565,206 Shares.
      Class B Common Stock, $100 Par Value.        1,824,912 Shares.



<PAGE> 2
                     PART I - FINANCIAL INFORMATION



Item 1.     FINANCIAL STATEMENTS



                           TRUSERV CORPORATION

                  CONDENSED CONSOLIDATED BALANCE SHEET

                             (000's Omitted)



<TABLE>
<CAPTION>
                                              April 4,      December 31,
                                                1998             1997
                                              ---------      -----------
                                             (UNAUDITED)
<S>                                         <C>             <C>
ASSETS

Current assets:

 Cash and cash equivalents                   $    1,365      $    2,224

 Accounts and notes receivable                  631,976         476,527
 Inventories                                    654,590         543,946
 Prepaid expenses                                19,911          16,092
                                              ---------
 Total current assets                         1,307,842       1,038,789

Properties less
 accumulated depreciation                       250,289         241,236

Estimated goodwill, net                         106,984         107,711

Other assets                                     50,065          51,177
                                             ----------      ----------
TOTAL ASSETS                                 $1,715,180      $1,438,913
                                             ==========      ==========
</TABLE>


   See Notes to Condensed Consolidated Financial Statements.


<PAGE> 3
                           TRUSERV CORPORATION

                   CONDENSED CONSOLIDATED BALANCE SHEET

                             (000's Omitted)


<TABLE>
<CAPTION>
                                                     April 4,   December 31,
                                                       1998          1997
                                                     ---------   -----------
                                                    (UNAUDITED)

<S>                                                  <C>          <C>

LIABILITIES AND CAPITALIZATION

Current liabilities:
 Accounts payable and accrued expenses                $  724,354   $  572,565
 Short-term borrowings                                   351,445      215,467
 Current maturities of notes,
   long-term debt and lease obligations                   63,048       62,640
 Patronage dividends payable in cash                       6,098       12,142
                                                       ---------    ---------
 Total current liabilities                             1,144,945      862,814
                                                       ---------    ---------
Long-term debt and obligations under
 capital leases                                          169,171      169,209
                                                       ---------    ---------
Capitalization:
 Estimated patronage dividends to be distributed
   principally by the issuance of Class B nonvoting
   common stock and if necessary, cash.                    1,530         --
 Promissory (subordinated) and installment notes         166,051      172,579
 Class A common stock, net of subscriptions
   receivable; authorized 750,000 shares; issued
   and subscribed 564,548 and 537,115 shares
   (net of  stock subscription receivable
   of $5,181,000 and $6,289,000)                          51,274       47,423
 Class B nonvoting common stock and
   paid-in capital; authorized 4,000,000 shares;
   issued and fully paid, 1,833,093 and 1,681,934
   shares; issuable as partial payment of patronage
   dividends 177,655 shares as of December 31, 1997.     182,560      187,259
 Retained earnings                                           670          685
                                                      ----------   ----------
                                                         402,085      407,946
 Foreign currency translation adjustment                  (1,021)      (1,056)
                                                      ----------   ----------
 Total capitalization                                    401,064      406,890
                                                      ----------   ----------
TOTAL LIABILITIES AND CAPITALIZATION                  $1,715,180   $1,438,913
                                                      ==========   ==========
</TABLE>

          See Notes to Condensed Consolidated Financial Statements.


<PAGE> 4
                               TRUSERV CORPORATION

               CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

                                 (000's Omitted)

                                   (UNAUDITED)






<TABLE>
<CAPTION>
                                          For the three      For the thirteen
                                           months ended         weeks ended
                                             April 4,            March 29,
                                               1998                 1997
                                          -------------      ----------------
<S>                                          <C>                   <C>
Revenues                                     $1,030,205            $561,696
                                             ----------            --------
Cost and expenses:

  Cost of revenues                              949,726             518,179
  Warehouse, general and
   administrative                                64,109              35,119
  Interest paid to Members                        3,890               4,297
  Other interest expense                          8,421               3,033
  Other income, net                                 160                (163)
  Income tax expense                               (119)                160
                                             ----------            --------
                                              1,026,187             560,625
                                             ----------            --------
Net margin before
  merger integration costs                        4,018               1,071

Merger  integration cost                          1,847                --
                                             ----------            --------

Net margins                                  $    2,171            $  1,071
                                             ==========            ========
</TABLE>


          See Notes to Condensed Consolidated Financial Statements.


<PAGE> 5
                              TRUSERV CORPORATION

              CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                (000's Omitted)

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                              For the three  For the thirteen
                                               months ended     weeks ended
                                                April 4,        March 29,
                                                  1998              1997
                                              -------------  ----------------
<S>                                             <C>               <C>
Operating activities:
  Net margins                                    $   2,171          $  1,071
  Adjustments to reconcile net margins to
   cash and cash equivalents from operating
   activities:
    Statement of operations components not
     affecting cash and cash equivalents             7,960             6,307
   Net change in working capital components       (123,183)          (28,013)
                                                 ---------          --------
  Net cash and cash equivalents used for
   operating activities                           (113,052)          (20,635)
                                                 ---------          --------
Investing activities:
  Additions to properties owned                    (15,497)           (6,571)
  Changes in other assets                            1,112              (318)
                                                 ---------          --------
  Net cash and cash equivalents used for
   investing activities                            (14,385)           (6,889)
                                                 ---------          --------
Financing activities:
  Proceeds from short-term borrowings              135,978            45,507
  Proceeds from long-term borrowings                 1,504             1,088
  Payment of annual patronage dividend              (6,700)          (15,435)
  Payment of notes,  long-term debt, lease
   obligations and common stock                     (4,204)           (3,435)
                                                 ---------          --------
  Net cash and cash equivalents provided by
   financing activities                            126,578            27,725
                                                 ---------          --------

Net increase (decrease)
 in cash and cash equivalents                         (859)              201

Cash and cash equivalents at
 beginning of the period                             2,224             1,662
                                                 ---------          --------
Cash and cash equivalents at end of the period    $  1,365          $  1,863
                                                 =========          ========
</TABLE>


         See Notes to Condensed Consolidated Financial Statements.


<PAGE> 6
                              TRUSERV CORPORATION

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
                                  (UNAUDITED)


NOTE 1 - BUSINESS COMBINATIONS

On  July  1,  1997, pursuant to an Agreement and Plan of Merger  dated
December  9,  1996  between Cotter & Company  ("Cotter"),  a  Delaware
corporation and Servistar Coast of Coast ("SCC"), SCC merged with  and
into   Cotter,  with  Cotter  being  the  surviving  corporation  (the
"Merger").  Cotter was renamed TruServ Corporation ("TruServ"  or  the
"Company"), effective with the Merger. Each outstanding share  of  SCC
Common  Stock and SCC Series A Stock (excluding those shares  canceled
pursuant  to Article III of the Merger Agreement) were converted  into
the right to receive one fully paid and nonassessable share of TruServ
Class  A common stock and each two outstanding shares of SCC Preferred
Stock were converted into the right to receive one fully paid and non-
assessable share of TruServ Class B Common Stock.  A total of  270,500
and  1,170,670  shares of TruServ Class A Common  Stock  and  Class  B
Common Stock, respectively, were issued in connection with the Merger.
Also  231,000 additional shares of TruServ Class A Common  Stock  were
issued in exchange for Class B common stock to pre-Merger Stockholders
of Cotter to satisfy the Class A Common Stock ownership requirement of
60  shares per store (up to a maximum of 5 stores) applicable to  such
Members as a result of the Merger.

The  Condensed Consolidated Balance Sheets as of April 4,  1998  and
December  31,  1997  reflect the post-Merger Company.   The  financial
information  for the three months ended April 4, 1998,  reflects  the
post-Merger results of the Company. The thirteen weeks ended March 29,
1997   reflect  the  financial information of the  pre-Merger  Company
only.

The  following summarized unaudited pro forma operating data  for  the
thirteen weeks ended March 29, 1997 are presented below giving  effect
to  the Merger, as if it had been consummated at the beginning of  the
period.   These  pro forma results have been prepared for  comparative
purposes  only and do not purport to be indicative of the  results  of
operations that actually would have resulted had the Merger   been  in
effect  on the date indicated, or which may result in the future.  The
pro  forma  results exclude one-time non-recurring charges or  credits
directly attributable to the transaction.

The   pro  forma  adjustments  consist  of   (i)  an  adjustment   for
amortization  of the estimated excess of cost over the fair  value  of
the  net  assets  of SCC, (ii) an adjustment for interest  expense  on
promissory  notes  issued  in connection with  the  Merger,  (iii)  an
adjustment  for interest expenses on short-term borrowings  issued  in
connection  with  the  Merger and (iv) an adjustment  for  incremental
differences in depreciation expense.

<TABLE>
<CAPTION>
                                               Three              Thirteen
                                            Months Ended        Weeks Ended
                                              April 4,           March 29,
                                                1998                 1997
                                            ------------       ------------
                                               Actual          Pro Forma (1)
                                            ------------       ------------
                                                   (000's OMITTED)
<S>                                          <C>                 <C>
Revenue                                      $1,030,205          $967,173
                                             ==========          ========
Net margin                                   $    2,171          $  1,376
                                             ==========          ========

  (1) Assumes the Merger was consummated at January 1, 1997.
</TABLE>



<PAGE> 7

To  refinance  the  existing debt of SCC  and  pay  related  fees  and
expenses, the Company entered into a revolving loan agreement of up to
$300,000,000 in short-term credit facilities with a group of banks and
an additional $100,000,000 of  long-term debt.

The  total  purchase price of approximately $141,400,000 was allocated
to  assets and liabilities of the Company based on the estimated  fair
value  as  of  the date of acquisition.  The allocation was  based  on
preliminary estimates which may be revised up until July 1, 1998.  The
excess  of  consideration paid over the estimated fair  value  of  net
assets  acquired  in the amount of $109,200,000 has been  recorded  as
goodwill  and is being amortized on a straight-line basis  over  forty
years.

In  connection  with the purchase business combination,  an  estimated
liability of $38,200,000 was recognized for costs associated with  the
Merger  plan.  The  Merger  plan specifies  that  certain  former  SCC
positions   approximately   1,200  in  total,   will   be   eliminated
substantially within one year. As of April 4, 1998, approximately 86%
of  these  employees  have been terminated with the  related  cost  of
benefits  of  approximately $8,300,000 charged against the  liability.
The  Merger  plan  specifies  the  closing  of  redundant  former  SCC
distribution  centers  and the elimination of overlapping  former  SCC
inventory  items  stockkeeping units substantially within  a  one-year
period.  Distribution centers closing costs include net occupancy  and
costs  after  facilities are vacated. In addition,  stockkeeping  unit
reduction  costs include losses on the sale of inventory  items  which
have  been discontinued solely as a result of the Merger. As of  April
4, 1998,  $1,659,000 relating to distribution center closing cost and
the  reduction  of  stockkeeping units have been charged  against  the
liability.   Merger integrations costs of $2,529,000  consist  of  one
time  non-recurring  expenses  directly  attributable  to  the  Merger
including  distribution  center closings, severance  pay,  information
service costs and general and administrative costs.

NOTE 2 - GENERAL

The  condensed consolidated balance sheet, statement of operations and
statement of cash flows at and for the period ended April 4, 1998 and
the  condensed  consolidated statement of operations and statement  of
cash  flows for the period ended March 29, 1997 are unaudited and,  in
the opinion of the management of the Company, include all adjustments,
consisting only of normal recurring adjustments, necessary for a  fair
presentation  of  financial position, results of operations  and  cash
flows  for the respective interim periods.  The accompanying unaudited
condensed  consolidated financial statements  have  been  prepared  in
accordance  with generally accepted accounting principles for  interim
financial  information  and with the instructions  to  Form  10-Q  and
Article 10 of Regulation S-X.  Accordingly, they do not include all of
the   information   and  footnotes  required  by  generally   accepted
accounting   principles  for  complete  financial  statements.    This
financial  information  should  be  read  in  conjunction   with   the
consolidated financial statements for the year ended December 31, 1997
included in the Company's  1997 Annual Report on Form 10-K.

NOTE 3 - ESTIMATED PATRONAGE DIVIDENDS

Patronage  dividends are declared and paid by the  Company  after  the
close  of  each  fiscal year. The 1997 annual patronage  dividend  was
distributed  through  a  payment of 30% of the total  distribution  in
cash,  with  the  balance  being paid  through  the  issuance  of  the
Company's  Class  B nonvoting common stock. Such patronage  dividends,
consisting  of  substantially all of the  Company's  patronage  source
income,  have been paid since 1949.  The estimated patronage  dividend
for the three months ended April 4,  1998 is $2,186,000 compared to
$1,341,000 for the corresponding thirteen weeks period in 1997.


<PAGE> 8

NOTE 4 - INVENTORIES

<TABLE>
<CAPTION>
   Inventories consisted of:                     April 4,       December 31,
                                                   1998               1997
                                                 --------        -----------
                                                (UNAUDITED)
                                                       (000's Omitted)
   <S>                                          <C>               <C>
   Manufacturing inventories:
     Raw materials                               $  5,445          $  4,878
     Work-in-process and finished goods            41,405            29,241
                                                 --------          --------
                                                   46,850            34,119
   Merchandise inventories                        607,740           509,827
                                                 --------          --------
                                                 $654,590          $543,946
                                                 ========          ========
</TABLE>
NOTE 5 - COMPREHENSIVE INCOME

As  of  January 1, 1998, the Company adopted Statement 130,  Reporting
Comprehensive  Income.  Statement 130 establishes new  rules  for  the
reporting  and  display of comprehensive income  and  its  components;
however, the adoption of this Statement had no impact on the Company's
net margin or capitalization.  Statement 130 requires unrealized
gains  or  losses  on  the  Company's   foreign  currency  translation
adjustments,  which  prior  to adoption were  reported  separately  in
shareholder's  equity  to be included in other  comprehensive  income.
Prior  year financial statements have been reclassified to conform  to
the requirements of Statement 130.  The impact of the foreign currency 
translation adjustment had no material impact on the Comprehensive 
Income on the Company.

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS

BUSINESS COMBINATION

On  July 1, 1997, TruServ Corporation (the "Company"), formerly Cotter
& Company ("Cotter"), merged with Servistar Coast to Coast Corporation
("SCC") ( the "Merger" ).  The transaction was accounted for using the
purchase  accounting  method.  Accordingly, the financial  information
for  the three months ended April 4, 1998 reflects the results of the
post-Merger  Company and the financial information  for  the  thirteen
weeks  ended  March  29, 1997 reflects the results of  the  pre-Merger
Company.  To facilitate the comparison of interim results for 1998 and
1997,  supplemental  comparisons have been provided  using  pro  forma
financial  information. This pro forma information has  been  prepared
for comparative purposes only and does not purport to be indicative of
the  results  of operation that actually would have resulted  had  the
Merger  been in effect on the dates indicated, or which may result  in
the future.

<TABLE>
<CAPTION>
                                 Three months ended      Thirteen weeks ended
                                      April 4,               March 29,1997
                                        1998             --------------------
                                       Actual            Actual  Pro Forma (1)
                                  -----------------      ------  ------------
<S>                                 <C>                <C>        <C>
                                           (000'S OMITTED)
Revenue                             $1,030,205         $561,696   $967,173
Gross margin                            80,479           43,517     74,365
Warehouse, general and
 administrative expense                 64,109           35,119     63,142
Interest  expense                       12,311            7,330     10,412
Merger integration cost                  1,847              --         --
Net margin                               2,171            1,071      1,376

 (1) Assumes the Merger was consummated at January 1, 1997.
</TABLE>


<PAGE> 9

THREE MONTHS  ENDED APRIL 4, 1998 COMPARED TO THIRTEEN WEEKS ENDED
MARCH 29, 1997

RESULTS OF OPERATIONS:

Revenues   for   the  three  months  ended  April 4,  1998   totaled
$1,030,205,000.  This represented an increase of $468,509,000 or 83.4%
compared to the comparable period last year.  The increase was due  to
the  addition of  Servistar Coast to Coast revenues that resulted from
the July 1, 1997 merger of Cotter and SCC.

Gross margins increased by $36,962,000 or 84.9% and as a percentage of
revenues,  increased to 7.8% from 7.7% for the comparable period  last
year.  The increase in gross margin percentage resulted primarily from
increased sales in manufactured products.

Warehouse,   general   and  administrative   expenses as a percentage
of revenues decreased to  6.2%  from 6.3%  compared  with the prior
year. The Company incurred additional warehousing expenses in 
association with commonizing inventory assortments and increased 
inventory levels but continued to reduce other expense in its
continuing efforts to reduce operating costs.  Many  of  the potential
cost efficiencies  related  to  the Merger  have not yet been realized
and costs should be reduced as  the Merger strategy is further 
implemented.

Interest  paid to Members decreased by $407,000 or 9.5% primarily  due
to  a   lower  average interest rate and the lower principal  balance.
Other  interest expense increased $5,388,000 due to higher  borrowings
compared  to   the same period last year.  The higher borrowings  were
required because of the increased cash requirement resulting from  
increased inventory levels.  The effective borrowing  rate has  been
lowered  due to the renegotiation of  the rates  since  the
date of the Merger.

The  combination  of  increased  gross margins,  offset  by  increased
expenses  and increased borrowing costs, resulted in a net  margin  of
$2,171,000 compared to $1,071,000 for the same period last year.

ACTUAL  THREE  MONTHS  ENDED  APRIL 4, 1998  COMPARED  TO  PRO  FORMA
THIRTEEN   WEEKS  ENDED  MARCH  29,  1997  ASSUMING  THE  MERGER   WAS
CONSUMMATED ON JANUARY 1, 1997

RESULTS OF OPERATIONS:

Revenues   for   the  three  months  ended  April 4,  1998   totaled
$1,030,205,000.  This represented an increase of $63,032,000  or  6.5%
compared  to  the  comparable  period last  year.   The  increase  was
attributable  to  revenue  increases  in  lumber/building   materials,
manufacturing products, and seasonal merchandise.

Gross  margins increased by $6,114,000 or 8.2% and as a percentage  of
revenues,  increased to 7.8% from 7.7% for the comparable period  last
year.  The increase in gross margins resulted from improved vendor
negotiations and improved manufacturing margins.

Warehouse,  general and administrative expenses increased by  $967,000
or  1.5% but as a percentage of revenues decreased to 6.2% from  6.5%.
The  decrease  in  the percentage of revenues was  attributed  to  the
Company's   continued  efforts  to  reduce  operating  costs   through
reduction of duplicate office and distribution center functions.

Interest  paid  to Members  decreased by $607,000 or  13.5%  primarily
due to lower principal balance and lower average interest rates.

Other   interest  expense  increased  from  $5,915,000  to  $8,421,000
primarily due to higher short-term borrowings because of the increased
cash requirement resulting from increased inventory levels.

The  combination  of increased gross margin and controlled  warehouse,
general  and  administrative  expense,  partially  offset  by   higher
interest expense, resulted in a net  margin of $2,171,000 compared  to
$1,376,000 for the comparable period last year.


<PAGE> 10

THREE  MONTHS   ENDED APRIL 4, 1998 COMPARED WITH THE YEAR ENDED 
DECEMBER 31, 1997

LIQUIDITY AND CAPITAL RESOURCES:

The Company has a seasonal need for cash.  During the first quarter of
the  year,  as  seasonal  inventories  are  purchased  for  resale  or
manufacture  and  shipment, cash and cash  equivalents  are  used  for
operating  activities.  In subsequent quarterly periods,  the  Company
anticipates  that  cash  and  cash equivalents  will  be  provided  by
operating activities and financing activities, if necessary.

During   the   first  quarter  of  1998,  inventories   increased   by
$110,644,000  to  support  anticipated  future  orders   of   seasonal
merchandise resulting from the commonization of inventory.   Accounts
and notes receivable increased by $155,449,000 due  to  the seasonal
payment terms extended to the Company's Members.  Short-term
borrowings increased by $135,978,000  and accounts  payable
and  accrued  expenses increased by $151,789,000  in  support  of  the
increased  inventories  and  favorable seasonal  terms  obtained  from
vendors which were passed on to the Company's Members.

At  April 4, 1998, net working capital decreased to $162,897,000 from
$175,975,000  at  December 31, 1997.  The current ratio  decreased  to
1.14 at  April 4, 1998 compared to 1.20 at December 31, 1997.

At December 31, 1997, the Company had established a $300,000,000 five-
year  revolving credit facility with a group of banks.   In  addition,
the  Company  has  various short-term lines of credit available  under
informal  agreements with lending banks, cancelable  by  either  party
under  specific circumstances.  The borrowings under these  agreements
were $350,000,000 and $210,000,000 at April 4, 1998 and December  31,
1997, respectively.

The  Company's capital is primarily derived from Class A common  stock
and  retained earnings, together with promissory (subordinated)  notes
and  nonvoting  Class  B common stock issued in  connection  with  the
Company's  annual patronage dividend.  The Company believes the  funds
derived  from these capital resources, as well as operations  and  the
credit  facilities noted above, will be sufficient to satisfy  capital
needs.

Total capital expenditures, including those made under capital leases,
were  $15,497,000 for the three months  ended April 4, 1998  compared
to  $6,571,000  during the comparable period in 1997.   These  capital
expenditures   relate  to  additional  equipment   and   technological
improvements at the regional distribution centers and at the corporate
headquarters.


<PAGE> 11
                      PART II - OTHER INFORMATION

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company's Annual Meeting of Stockholders held on April 7, 1998,
the following individuals were reelected to the Board of Directors:

<TABLE>
<CAPTION>
                                                                Votes Withheld
                               Term      Votes for  Votes against   Abstained
                             -------     ---------  -------------   ---------
   <S>                      <C>          <C>            <C>         <C>

   J.W.(Bill) Blagg          3 years      320,640        ---         7,200
   Daniel A. Cotter          3 years      318,420        ---         9,420
   Jay B. Feinsod            3 years      320,460        ---         7,380
   Dennis A. Swanson         3 years      320,760        ---         7,080
   John M.(Mitch) West, Jr.  3 years      320,640        ---         7,200
   Barbara B. Wilkerson      3 years      320,460        ---         7,380
</TABLE>

In  addition to the foregoing, the following persons were, on April 7,
1998,  Directors of the Company whose terms of office continued  after
the annual meeting:

<TABLE>
   <S>                          <C>                  <C>
   James Burnett                James Howenstine     Paul E. Pentz
   William M. Claypool, III     Jarrald T. Kabelin   George V. Sheffer
   William M. Halterman         Peter G. Kelley      John Wake Jr.
   William Hood                 Robert J. Ladner
</TABLE>

The annual meeting also included the following votes:
    1)   The  proposal  to amend Article Fourth, Paragraph  7  of  the
Company's  Certificate of incorporation to delete the words "provided,
however, that the stockholders shall approve any such provision in the
By-Laws"  was  passed.   The  number of  affirmative  votes  cast  was
298,260, the number of negative votes cast was 14,280,  and the number
of abstentions was 15,300.
    2)   The proposal to approve the appointment of Ernst & Young LLP,
independent  public  accountants, as auditor of the  company  for  the
fiscal year 1998 was passed.  The number of affirmative votes cast was
319,440, the number of negative votes cast was 3,600,  and the  number
of abstentions was 4,800.


Item 5.  OTHER INFORMATION.

The Board accepted the resignation of David Guthrie from the Board  of
Directors  effective  April  1,  1998.   Mr.  Guthrie  submitted   his
resignation  for  the purpose of devoting more time  to  his  personal
business.   The  Board  approved  the appointment  of  James  Burnett,
effective  April 1, 1998 to fill the vacancy created by Mr.  Guthrie's
resignation.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

        Exhibit 4. Instruments defining the rights of security holders,
        including indentures; incorporated herein by reference those items
        included as Exhibits 4A through 4K, inclusive, in the Company's
        Post-Effective Amendment No. 5 on Form S-2 to Form S-4
        Registration Statement (No. 333-18397) filed with the Securities
        and Exchange Commission on March 31, 1998.

     (b)  Reports on Form 8-K
     
          NONE

<PAGE> 12
                               SIGNATURE






Pursuant  to the requirements of the Securities Exchange Act of  1934,
the  Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.




                                         TRUSERV CORPORATION




Date: May 15, 1998                        By /s/ KERRY J. KIRBY
                                          Kerry J. Kirby
                                           Executive Vice President, Finance
                                               and Chief Financial Officer



(Mr.  Kirby  is  the principal accounting officer and  has  been  duly
authorized to sign on behalf of the Registrant.)