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UNITED STATESSECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 FORM 10-Q   X QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORTHEQUARTERLY PERIOD ENDED SEPTEMBER 30,2000             OR         TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE    SECURITIES EXCHANGE ACT OF 1934 
Commission file number 0-17955   
SEARS DC CORP.(Exact name of registrant as specifiedin its charter)
Delaware(State of Incorporation)36-3533346(I.R.S. Employer Identification No.)  3711 Kennett Pike, Greenville,Delaware(Address of principal executive offices)19807(Zip Code)
Registrant's telephone number, includingarea code: 302/434-3100

Registrant [1] has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months and [2] has been subject tosuch filing requirements for the past 90 days.Yes XNo Asof September 30, 2000, the Registrant had 1,000 shares of common stock,par value $1.00 per share, outstanding, all of which were held by Sears,Roebuck and Co.Registrantmeets 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 disclosureformat.

**SEARS DC CORP.****INDEX TO QUARTERLY REPORT ON FORM10-Q****13 AND 39 WEEKS ENDED SEPTEMBER30, 2000**
    **PartI - Financial Information****Page**     Item 1.FinancialStatements       Statementsof Income (unaudited) -   13and 39 Weeks Ended September 30, 2000 and October 2, 19991      Statementsof Financial Position -   September30, 2000 (unaudited), October 2, 1999 (unaudited),   andJanuary 1, 20002      Statementsof Cash Flows (unaudited) -   39Weeks Ended September 30, 2000 and October 2, 19993      Notesto Financial Statements (unaudited)4         Item 2.Management'sDiscussion and Analysis of   FinancialCondition and Results of Operations5        **PartII - Other Information**      Item6.Exhibits andReports on Form 8-K6 
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**PART I. FINANCIAL INFORMATION****ITEM I. FINANCIAL STATEMENTS****SEARS DC CORP.****STATEMENTS OF INCOME****(Unaudited)**
    13 Weeks Ended39 Weeks Ended Sept. 30, Oct. 2, Sept. 30, Oct. 2,*(thousands,except ratios)*2000 1999 2000 1999        RevenuesEarnings on notes of Sears$ 4,804 $ 4,799 $14,422 $ 17,264                Expenses               Interest and related expenses4,7744,76214,32117,140Operating expenses6 13 29 38        Total expenses4,780 4,775 14,350 17,178        Income beforeincome taxes24 24 72 86        Income taxes8 8 25 30        Net income$ 16 $ 16 $ 47 $ 56    Ratio of earningsto fixed charges1.005 1.005 1.005 1.005        See notesto financial statements.   
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**SEARS DC CORP.****STATEMENTS OF FINANCIAL POSITION**
(Unaudited)Sept. 30,Oct. 2,January 1,*(thousands,except share data)*200019992000AssetsCash and cash equivalents$ - $ 56$ -Notes of Sears228,875219,181223,993Interest receivable and other assets331453420Total assets$ 229,206$ 219,690$ 224,413LiabilitiesMedium-term notes$ 213,025$ 213,025$ 213,025Interest payable and other liabilities10,8081,3546,062Total liabilities223,833214,379219,087Stockholder'sEquityCommon stock par value $1.00 pershare,1,000 shares authorized and outstanding111Capital in excess of par value 777Retained income 5,3655,3035,318Total stockholder's equity5,3735,3115,326Total liabilities and stockholder'sequity$ 229,206$ 219,690$ 224,413Seenotes to financial statements.
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SEARS DC CORP.STATEMENTS OF CASH FLOWS(Unaudited)
 39 Weeks Ended Sept. 30, Oct. 2,*(thousands)*2000 1999    CASHFLOWS FROM OPERATING ACTIVITIES:Netincome$ 47$ 56Adjustmentsto reconcile net income to net cashprovided by (used in) operating activities:   Net change in interest receivableand other assets    and interest payable and other liabilities4,835(7,355)Net cash provided by (used in) operatingactivities4,882 (7,299)    CASH FLOWSFROM INVESTING ACTIVITIES:   (Increase)decrease in notes of Sears(4,882)126,777Net cash provided by (used in) investingactivities(4,882) 126,777    CASH FLOWSFROM FINANCING ACTIVITIES:       Repaymentsof medium-term notes-  (119,480)Net cash used in financing activities-  (119,480)    Net increasein cash and cash equivalents- (2)    Cash and cashequivalents at beginning of period- 58    Cash and cashequivalents at end of period$ -  $ 56  See notes tofinancial statements.    
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**SEARS DC CORP.****NOTES TO FINANCIAL STATEMENTS****(Unaudited)**

**Notes to Financial Statements***(thousands)*
Sears DC Corp. ("SDC"), a wholly-ownedsubsidiary of Sears, Roebuck and Co. ("Sears"), was formed to borrow indomestic and foreign debt markets and lend the proceeds of such borrowingsto Sears and certain direct and indirect subsidiaries of Sears in exchangefor their unsecured notes. SDC raised funds through the sale of its medium-termnotes and direct placement of commercial paper with corporate and institutionalinvestors. The only current outstanding debts of SDC are two series ofmedium-term notes. SDC does not plan to issue additional debt.
Under an agreement between SDC andSears, the interest rate paid by Sears on its unsecured notes is designedto produce earnings sufficient to cover SDC's fixed charges at least 1.005times. Required payments of principal and interest to SDC under the Searsborrowing agreement are intended to be sufficient to allow SDC to maketimely payments of principal and interest to the holders of its securities.
Certain information and footnote disclosuresnormally included in financial statements prepared in accordance with generallyaccepted accounting principles have been condensed or omitted. The significantaccounting policies used in the presentation of these financial statementsare consistent with the summary of significant accounting policies setforth in SDC's Annual Report on Form 10-K for the fiscal year ended January1, 2000, and these financial statements should be read in conjunction withthe financial statements and notes found therein. The interim financialstatements reflect all adjustments (consisting only of normal recurringaccruals) which are, in the opinion of management, necessary for a fairstatement of the results for the interim periods presented. The resultsof operations for the interim periods should not be considered indicativeof the results to be expected for the full year.
The medium-term notes are not redeemableexcept for notes having a stated maturity at the time of issue of morethan seven years which may be redeemed under certain circumstances, primarilyin the event of a significant decline in Discover Card receivables of Searsformer subsidiary, Dean Witter, which is now a part of Morgan Stanley DeanWitter & Co. Selected details of SDC's borrowings are shown below.   Sept.30,2000 Oct. 2,1999     8.52% to 9.26%medium-term notes due through 2012 $ 213,025 $ 213,025
At September 30, 2000, medium-termnote maturities for the remainder of 2000, the next four years, and thereafterare as follows: 2000$-2001135,500200224,72520039,0002004-Thereafter43,800$213,025   
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**ITEM 2. MANAGEMENT'S DISCUSSIONAND ANALYSIS****OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS****SEARS DC CORP.****13 AND 39 WEEKS ENDED SEPTEMBER30, 2000 AND OCTOBER 2, 1999**
*(thousands)*
Financial Condition:
SDC invests funds in promissory notesof Sears, which pay interest sufficient to cover SDC's fixed charges atleast 1.005 times, and in highly liquid short-term investments.
The $213,025 in outstanding medium-termnotes as of September 30, 2000 are not redeemable prior to their statedmaturity except for notes having a stated maturity at the time of issueof more than seven years which may be redeemed under certain circumstances,primarily in the event of a significant decline in Discover Card receivablesof Sears former subsidiary, Dean Witter, which is now a part of MorganStanley Dean Witter & Co.
Results of Operations:
Revenues for the 13 weeks ended October2, 1999 and September 30, 2000 were flat, increasing 0.1% from $4,799 to$4,804, respectively. Interest and related expenses for the 13 weeks endedOctober 2, 1999 and September 30, 2000 were also flat, increasing 0.3%from $4,762 to $4,774, respectively.
Revenues for the 39 weeks ended October2, 1999 and September 30, 2000 decreased 16.5% from $17,264 to $14,422,respectively. Interest and related expenses for the 39 weeks ended October2, 1999 and September 30, 2000 decreased 16.4% from $17,140 to $14,321,respectively.
The year to date decreases in revenuesand interest and related expenses are attributable to reductions in theaverage outstanding notes of Sears and medium-term notes.
Earnings covered fixed charges 1.005times for the 13 and 39 weeks ended October 2, 1999 and September 30, 2000.
Cautionary Statement Regarding Forward-LookingInformation:
Certain statements made in this Reporton Form 10-Q are forward-looking and are made in reliance on the safe harborprovisions of the Private Securities Litigation Reform Act of 1995. Assuch they involve risks and uncertainties that could cause actual resultsto differ materially. These statements are based on a number of assumptionsabout a variety of factors, including the ability of Sears to perform underthe agreements described herein and general economic conditions (such asinterest rates). While SDC believes that these assumptions are reasonable,SDC cautions that it is impossible to predict the impact of certain factsthat could cause actual results to differ from expected results.  
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**PART II. OTHER INFORMATION** Item 6. Exhibitsand Reports on Form 8-K.      (a)Exhibits.   An ExhibitIndex has been filed as part of this Report on Page E-1  (b)Reports on Form 8-K.   None-7-
          SIGNATUREPursuant to the requirements ofthe Securities Exchange Act of 1934, the Registrant has duly caused thisreport to be signed on its behalf by the undersigned thereunto duly authorized.      Sears DC Corp. (Registrant)     November 3,2000By:/s/ KEITH E.TROST   Keith E. Trost Vice President and Treasurer   (AuthorizedOfficer and Principal Financial Officer of Registrant)              
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**EXHIBIT INDEX****SEARS DC CORP.****13 AND 39 WEEKS ENDED SEPTEMBER30, 2000**Exhibit No.   3.1Certificateof Incorporation of Discover Credit Corp. dated January 9, 1987 (Incorporatedby reference to Exhibit 3(a) to Form 10 of the Registrant ("Form 10")*).  3.2Amendment toCertificate of Incorporation of Discover Credit Corp. dated April 9, 1987(Incorporated by reference to Exhibit 3(b) to Form 10*).  3.3Certificateof Amendment of Certificate of Incorporation dated May 21, 1993 to changethe name of Discover Credit Corp. to Sears DC Corp. (Incorporated by referenceto Exhibit 3(c) to Form 10-K of the Registrant for the fiscal year endedDecember 28, 1996*).  3.4By-laws ofSears DC Corp. as amended to February 6, 1996 (Incorporated by referenceto Exhibit 3(c) to Form 10-K of the Registrant for the fiscal year endedDecember 30, 1995*).  4Registranthereby agrees to furnish the Securities and Exchange Commission, upon request,with the instruments defining the rights of holders of long-term debt ofthe Registrant with respect to which the total amount of securities authorizeddoes not exceed 10% of the total assets of the Registrant.  27Financial DataSchedule**   _____________________  *Sec File No.0-17955 **Filed herewith

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