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 JULY 4, 1998
					
					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)                            (Zip Code)

	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 July 31, 1998, the Registrant had 1,000 shares of capital stock 
  outstanding, all of which were 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.

								
<PAGE>          
 

				Sears DC Corp.
		   Index to Quarterly Report on Form 10-Q
		     13 and 26 Weeks Ended July 4, 1998

	      
									Page

Part I  -  Financial Information.                               
	  
    Item 1. Financial Statements.
	  
	    Statements of Income (unaudited) -   
	    13 and 26 Weeks Ended July 4, 1998 and June 28, 1997.         1
	    
	    Statements of Financial Position - 
	    July 4, 1998 (unaudited), June 28, 1997 (unaudited),          
	    and January 3, 1998.                                          2
	    
	    Statements of Cash Flows (unaudited) - 
	    26 Weeks Ended July 4, 1998 and June 28, 1997.                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
<PAGE>
					
					
					
					
					
					
					-1-
<TABLE>


			PART I. FINANCIAL INFORMATION
			 ITEM I. FINANCIAL STATEMENTS
				SEARS DC CORP.
			    STATEMENTS OF INCOME
				(Unaudited)




<CAPTION>

				 13 Weeks Ended            26 Weeks Ended                            
<S>                            July 4,    June 28,      July 4,    June 28, 
(thousands, except ratios)      1998        1997         1998        1997     
				 <C>         <C>         <C>         <C>
							 
Revenues                                                         
   Earnings on notes of Sears   $ 7,625     $11,406      $17,380     $27,442  

					   
Expenses                                                         
   Interest and related expenses  7,555      11,329       17,228      27,264  
   Operating expenses                33          20           66          42 
      
      Total expenses              7,588      11,349       17,294      27,306 

Income before income taxes           37          57           86         136 
			      
Income taxes                         14          20           31          47 
   
Net income                      $    23     $    37     $     55     $    89     
   

Ratio of earnings to fixed charges  1.005      1.005        1.005      1.005 

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

<PAGE>                                                         
<TABLE>
				     -2-


				SEARS DC CORP.
		      STATEMENTS OF FINANCIAL POSITION

<CAPTION>         
				      (Unaudited)                                        
				   July 4,    June 28,           Jan. 3, 
(thousands, except share data)      1998        1997               1998        
<S>                                  <C>         <C>               <C>
					 
Assets                                   
 Cash and invested cash         $      59    $       55        $       54 
 Notes of Sears                   357,313       462,520           459,455                         
 Accrued interest and other assets    707         1,027               853  

	 Total assets           $ 358,079     $ 463,602         $ 460,362 

Liabilities                                         
 Medium-term notes              $ 343,780     $ 447,780         $ 443,780 
 Accrued interest and 
   other liabilities                9,093        10,737            11,431 

	 Total liabilities        352,873       458,517           455,211 

Stockholder's Equity                                     
 Capital stock, par value $1.00 
  per share, 1,000 shares
  authorized and outstanding            1             1                 1
 Capital in excess of par               7             7                 7    
 Retained income                    5,198         5,077             5,143   

     Total stockholder's equity     5,206         5,085             5,151 
 
     Total liabilities and 
	stockholder's equity   $  358,079     $ 463,602         $ 460,362 

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

					 
<PAGE>
				    -3-
<TABLE>

			      SEARS DC CORP.
		       STATEMENTS OF CASH FLOWS
			       (Unaudited)


<CAPTION>
						   26 Weeks Ended                      
					    July  4,          June 28, 
(thousands)                                   1998              1997    
<S>                                           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                    

Net income                              $        55        $       89     
Adjustments to reconcile net income to net cash                          
  used in operating activities:                          
      Net change in accrued interest 
       income and other assets    
       and accrued interest expense 
       and other liabilities                 (2,192)           ( 5,689)   
  Net cash used in operating activities      (2,137)           ( 5,600)   

		     
CASH FLOWS FROM INVESTING ACTIVITIES:                    
Decrease in notes of Sears                  102,142            336,700   
  Net cash provided by investing activities 102,142            336,700   


CASH FLOWS FROM FINANCING ACTIVITIES:                    
Repayments of medium-term notes            (100,000)          (331,100)         
  Net cash used in financing activities    (100,000)          (331,100)     

		       
Net increase in cash and cash equivalents         5                  -        

Cash and cash equivalents at beginning of period 54                 55   

Cash and cash equivalents at end of period      $59               $ 55   

 
<FN>
See notes to financial statements.                       
</FN>
</TABLE>
<PAGE>
				    -4-



				SEARS DC CORP.
			NOTES TO FINANCIAL STATEMENTS
				 (Unaudited)


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 on its unsecured notes 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 fiscal year ended January 3, 1998, 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.

The medium-term notes are not redeemable 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.  Selected details of
SDC's borrowings are shown below.

<TABLE>
<CAPTION>
(millions)                                              July 4,        June 28,   
<S>                                                      1998            1997     
							  <C>             <C>

7.67% to 9.26% medium-term notes due through 2012      $  343.8       $  447.8     

At July 4, 1998, medium-term note maturities for the next five
years were as follows:

		      <C>                      <C>

       Remaining      1998              $      11.3
		      1999                    119.5
		      2000                      0.0
		      2001                    135.5
		      2002                     24.7

 </TABLE>
 <PAGE>
				    -5-

			    ITEM 2. SEARS DC CORP.
		 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
			CONDITION AND RESULTS OF OPERATIONS
		13 and 26 WEEKS ENDED JULY 4, 1998 AND JUNE 28, 1997

Financial Condition:

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 $344 million in outstanding medium-term notes as of July 4,
1998 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, Morgan Stanley Dean
Witter Company.  

Results of Operations:

Interest and related expenses decreased 33.3% to $7.6 million
and 36.8% to 17.3 million for the 13 and 26 weeks ended July 4,
1998, respectively, from the comparable 1997 periods, primarily
as a result of the decrease in medium term notes outstanding
since the prior year.  Earnings covered fixed charges 1.005
times for the 13 weeks and 26 weeks ended July 4, 1998 and June
28, 1997, respectively.                                                       

<PAGE>
				   -6-


			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


<PAGE>


				       -7-



				     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)




  August 17, 1998                       /s/ William K. Phelan                 
					
					William K. Phelan
					Vice President and Controller

					(Principal Accounting Officer 
					 and Authorized Officer of Registrant)

						  

  <PAGE>

				    E-1


				EXHIBIT INDEX
				SEARS DC CORP.
		      13 AND 26 WEEKS ENDED JULY 4, 1998

   
   Exhibit No.

3.1     Certificate of Incorporation of Discover Credit Corp. dated
	January 9, 1987 [Incorporated by reference to Exhibit 3(a) to
	Form 10 of the Registrant (Form 10)*]

3.2     Amendment to Certificate of Incorporation of Discover Credit Corp. 
	dated April 9, 1987 [Incorporated by reference to Exhibit 3(b) 
	to Form 10*]

3.3     Certificate of Amendment of Certificate of Incorporation dated May 21, 
	1993 to change the name of Discover Credit Corp. to Sears DC Corp.  
	[Incorporated by reference to exhibit 3(c) on Form 10-K of the 
	Registrant for the fiscal year ended December 28, 1996*]

3.4   By-laws of Sears DC Corp., as amended to February 6, 1996 [Incorporated
by reference to exhibit 3(c) on Form 10-K of the Registrant for the 
	fiscal year ended December 30, 1995*]

   4    Registrant hereby agrees to furnish the Commission, upon request, with 
	the instruments 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.

       
	_____________________   

       *     Sec File No. 0-17955