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 MARCH 29, 1997
	      
				  OR
	      
(   ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
		    THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-17955


		      
SEARS DC CORP.
(Exact name of registrant as specified in its charter)

	   
				   
Delaware                         36-3533346
(State of Incorporation)         (I.R.S. Employer Identification No.)
				       

3711 Kennett Pike
Greenville, Delaware                          19807
(Address of principal executive offices)      (ZipCode)
   

Registrant's telephone number, including area code:  302/888-3114

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, and (2) has been subject to such filing requirements for the past 
90 days.

Yes   ( X )   No    (   )


As of April 27, 1997, the Registrant had 1,000 shares of capital stock
outstanding, all of which was held by Sears, Roebuck and Co. 


Registrant meets the conditions set forth in General Instruction H(1)
(a) and (b) of Form 10-Q and is therefore filing this form with a reduced 
disclosure format.
			




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SEARS DC CORP.
		   
INDEX TO QUARTERLY REPORT ON FORM 10-Q
			      
March 29, 1997




PART I.  FINANCIAL INFORMATION:                            Page No.
     
     Item 1. Financial Statements
	     
	     Statements of Income (unaudited)             
	     Three Months ended March 29, 1997 
	     and March 30, 1996                                 1


	     Statements of Financial Position (unaudited)          
	     March 29, 1997, and March 30, 1996                    
	     and December 28, 1996                              2


	     Statements of Cash Flows (unaudited)                  
	     Three Months ended March 29, 1997
	     and March 30, 1996                                 3 


	     Notes to Financial Statements (unaudited)          4


     Item 2. Management's Discussion and Analysis of
     Financial Condition and Results of Operations      5



PART II.  OTHER INFORMATION:

     Item 6. Exhibits and Reports on Form 8-K                   6








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<TABLE>

SEARS DC CORP.
		     
     PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

              STATEMENTS OF INCOME
       			    (Unaudited)

			   
<CAPTION>
					  Three Months Ended  
					 March 29,  March 30,   
millions                                    1997     1996      
<S>                                         <C>      <C>
Revenues

Earnings on notes of Sears                $ 16.0    $ 25.9        
  Total revenues                            16.0      25.9     

Expenses
Interest and related expenses               15.9      25.7     
   Total expenses                           15.9      25.7     

Income before income taxes                   0.1       0.2       

Income taxes                                  -        0.1       
 
Net income                                $  0.1    $  0.1     

Ratio of earnings to fixed charges         1.006     1.005



<FN>
See notes to financial statements.
</FN>
</TABLE>








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				- 2 -
				  


SEARS DC CORP.
<TABLE>                                  
STATEMENTS OF FINANCIAL POSITION (UNAUDITED)


<CAPTION>
                             				March 29,     March 30,     December 28,
millions                           1997          1996           1996
<S>                                <C>           <C>            <C>
Assets      
  Notes of Sears                $   659.8     $ 1,139.9     $   799.2
  Cash and invested cash              0.1           0.1           0.1
  Accrued interest and 
      other assets                    1.1           1.9           1.3
  
    Total assets                $   661.0     $ 1,141.9     $   800.6
							    

Liabilities
  Medium-term notes             $   628.5     $ 1,090.2     $   778.9
  Accrued interest and
    other liabilities                27.4          46.9          16.7
   
    Total liabilities               655.9       1,137.1         795.6
							  

Stockholder's equity
  Capital stock, 
  par value $1.00 per share
  1,000 shares authorized and 
  outstanding                          -             -             -
Retained income                       5.1           4.8           5.0
							    
    Total stockholder's equity        5.1           4.8           5.0
							    
    Total liabilities and 
       stockholder's equity     $   661.0     $ 1,141.9     $   800.6
  

<FN>
See notes to financial statements.
</FN>
</TABLE>




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SEARS DC CORP.
<TABLE>
STATEMENTS OF CASH FLOWS
(Unaudited)

<CAPTION>                          
								
								
                                         						      Three Months Ended
                                         						     March 29,   March 30,
millions                                              1997         1996
<S>                                                    <C>          <C>
Cash flows from operating activities
Net income                                          $    0.1     $    0.1
Adjustments to reconcile net income to
net cash provided by (used in) operating 
activities
  
Net change in accrued interest income and
other assets and accrued interest expense
  and other liabilities                                 10.9         20.2

Net cash provided by operating activities               11.0         20.3


Cash flows from investing activities
Decrease in notes of Sears                             139.4        118.2

Net cash provided by investing activities              139.4        118.2

Cash flows from financing activities
Repayments of medium-term notes                       (150.4)      (138.5)
Net cash used in financing activities                 (150.4)      (138.5)

Net increase (decrease) in cash and                                
  invested cash                                           -            -
Cash and invested cash at beginning of period            0.1          0.1
Cash and invested cash at end of period             $    0.1     $    0.1



<FN>
See notes to financial statements.
</FN>
</TABLE>






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			    SEARS DC CORP.
			    ______________
			 
		    NOTES TO FINANCIAL STATEMENTS
			      (Unaudited)


			      
1. Financial Statements            


   Sears DC Corp. ("SDC"), a wholly-owned subsidiary of Sears,Roebuck and Co.
   (Sears), was principally engaged in borrowing in domestic and foreign debt
   markets and lending the proceeds of such borrowings to Sears and certain
   direct and indirect subsidiaries of Sears in exchange for their unsecured
   notes.  

   Under an agreement between SDC and Sears, the interest rate paid by Sears
   is designed to produce earnings sufficient to cover SDC's fixed charges at
   least 1.005 times.  Required payments of principal and interest to SDC 
   under the Sears borrowing agreement are intended to be sufficient to allow 
   SDC to make timely payments of principal and interest to the holders of its
   securities.  

   Certain information and footnote disclosures normally included in financial
   statements prepared in accordance with generally accepted accounting 
   principles have been condensed or omitted. The significant accounting 
   policies used in the presentation of these financial statements are 
   consistent with the summary of significant accounting policies set forth in
   SDC's Annual Report on Form 10-K for the year ended December 28, 1996, and
   these financial statements should be read in conjunction with the 
   financial statements and notes found therein. The interim financial 
   statements reflect all adjustments (consisting only of normal recurring
   accruals) which are, in the opinion of management, necessary for a fair 
   statement of the results for the interim periods presented.  The results 
   of operations for the interim periods should not be considered indicative 
   of the results to be expected for the full year. 







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				- 5 -



			    SEARS DC CORP.

			   ________________

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

	    
SDC has invested funds in the promissory notes of Sears, which pay interest 
sufficient to cover SDC's fixed charges at least 1.005 times, and in highly 
liquid short-term investments.  

The $629 million in outstanding medium-term notes as of March 29, 1997 are 
not redeemable prior to their stated maturity except for notes having a 
stated maturity at the time of issue of more than seven years which may be 
redeemed under certain circumstances in the event of declining Discover Card
receivables of Sears former subsidiary, Dean Witter, Discover & Co.  

Results of Operations

Interest and related expenses decreased 38.1% to $15.9 million for the three
months ended March 29, 1997 from the prior year comparable period.  Earnings
covered fixed charges 1.006 times and 1.005 times for the three months ended
March 29, 1997 and March 30, 1996, respectively.



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				- 6 -



			   SEARS DC CORP.

			 ________________

   
PART II.  OTHER INFORMATION

	       

Item 6.  Exhibits and Reports on Form 8-K
	   

      	 (a) Exhibits.
	     
	       An Exhibit Index has been filed as part of this Report on 
  	     Page E-1.

      	 (b) Reports on Form 8-K.
	     
      	     None







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				- 7 -



			   SEARS DC CORP.

			     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.



					    Sears DC Corp.
					    (Registrant)





		     By:/s/ William K. Phelan
					 
					     William K. Phelan
					     Vice President and Controller
					     (authorized officer of Registrant)
					     

April 25, 1997





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				  E-1
			     
			     EXHIBIT INDEX
			     
			     SEARS DC CORP.
		       
		       Quarter Ended March 29, 1997     
		       

Exhibit No.


 4      The Registrant hereby agrees to furnish the commission,
	upon request, with each instrument defining the rights of
	holders of long-term debt of the Registrant with respect to 
	which the total amount of securities authorized does not 
	exceed 10% of the total assets of the Registrant.
       
27      Financial data schedule.

28(a)   Current Report on Form 8-K of Sears, Roebuck and Co., for 
April 10, 1997. [Incorporated by reference, File No. 1-416]

28(b)   Quarterly Report on Form 10-Q of Sears, Roebuck and Co.,
for the quarter ended March 29, 1997.  [Incorporated by
reference, File No. 1-416]