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 OCTOBER 2, 1999

                                  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 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: 302/434-3100

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 October 31, 1999, the Registrant had 1,000 shares of common 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.

                       DOCUMENTS INCORPORATED BY REFERENCE

Part II of this Form 10-Q incorporates by reference certain information from
the Sears, Roebuck and Co. Quarterly Report on Form 10-Q for the quarter ended
October 2, 1999.


SEARS DC CORP.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
13 AND 39 WEEKS ENDED OCTOBER 2, 1999



<TABLE>
<CAPTION>

Part I  - Financial Information
<S>                                                                   <C>
                                                                      Page

Item 1.Financial Statements

Statements of Income (unaudited) -
13 and 39 Weeks Ended October 2, 1999 and October 3, 1998               1

Statements of Financial Position -
October 2, 1999 (unaudited), October 3, 1998 (unaudited),
and January 2, 1999                                                     2

Statements of Cash Flows (unaudited) -
39 Weeks Ended October 2, 1999 and October 3, 1998                      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
















                                   -1-

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

</TABLE>
<TABLE>
<CAPTION>



                              13 Weeks Ended             39 Weeks Ended

                             October 2, October 3,     October 2,  October 3,
(thousands, except ratios)   1999       1998           1999        1998
<S>                          <C>        <C>            <C>         <C>
Revenues
   Earnings on notes of
        Sears                $4,799     $7,551         $17,264     $24,931



Expenses

   Interest and related
        expenses              4,762      7,499          17,140      24,727
   Operating expenses            13         15              38          81

      Total expenses          4,775      7,514          17,178      24,808

Income before income taxes       24         37              86         123
Income taxes                      8         12              30          43

Net income                   $   16     $   25         $    56     $    80

Ratio of earnings to fixed
     charges                  1.005      1.005           1.005       1.005
</TABLE>
See notes to financial statements.






                                   -2-


                             SEARS DC CORP.
                     STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>

                                                 (Unaudited)
                                           October 2,     October 3, January 2,
(thousands, except share data)             1999           1998       1999

<S>                                        <C>            <C>        <C>
Assets
     Cash and cash equivalents             $     56       $     58   $     58
     Notes of Sears    	                    219,181        340,884    345,958
     Interest receivable and other assets       453            645        586

          Total assets                     $219,690       $341,587   $346,602

Liabilities
     Medium-term notes                     $213,025       $334,780   $332,505
     Interest payable and other
          liabilities                         1,354          1,576      8,842

          Total liabilities                 214,379        336,356    341,347


Stockholder's Equity
     Common stock, par value $1.00 per
          share, 1,000 shares authorized
          and outstanding                         1              1           1
     Capital in excess of par value               7              7           7
     Retained income                          5,303          5,223       5,247

          Total stockholder's equity          5,311          5,231       5,255

     Total liabilities and stockholder's
          equity                           $219,690       $341,587    $346,602
</TABLE>


 See notes to financial statements.



                                     -3-


                                SEARS DC CORP.
                           STATEMENTS OF CASH FLOWS
                                 (Unaudited)




<TABLE>
<CAPTION>

                                                       39 Weeks Ended
                                                   October 2,    October 3,
(thousands)                                        1999          1998
<S>                                                <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                         $     56      $     80
Adjustments to reconcile net income to net cash
    used in operating activities:
    Net change in interest receivable and other
         assets and interest payable and other
         liabilities                                 (7,355)       (9,647)
     Net cash used in operating activities           (7,299)       (9,567)

CASH FLOWS FROM INVESTING ACTIVITIES:

Decrease in notes of Sears                          126,777       118,571
     Net cash provided by investing activities      126,777       118,571

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayments of medium-term notes                    (119,480)     (109,000)
     Net cash used in financing activities         (119,480)     (109,000)

Net increase (decrease) in cash and cash
     equivalents                                         (2)            4

Cash and cash equivalents at beginning of period         58            54

Cash and cash equivalents at end of period         $     56      $     58
</TABLE>

See notes to financial statements.

                                   -4-


                              SEARS DC CORP.
                      NOTES TO FINANCIAL STATEMENTS
                               (Unaudited)



Notes to Financial Statements
Sears DC Corp. ("SDC"), a wholly-owned subsidiary of Sears, Roebuck and Co.
("Sears"), was formed to borrow in domestic and foreign debt markets and lend
the proceeds of such borrowings to Sears and certain direct and indirect
subsidiaries of Sears in exchange for their unsecured notes.  SDC raised funds
through the sale of its medium-term notes and direct placement of commercial
paper with corporate and institutional investors.  The only current
outstanding debt of SDC is two series of medium-term notes.  SDC does not plan
to issue additional debt.

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 2, 1999, 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 of Sears former subsidiary, Dean Witter, which is now a part of
Morgan Stanley Dean Witter & Co.  Selected details of SDC's borrowings are
shown below.
<TABLE>
<CAPTION>

(millions)                                            October 2,   October 3,
                                                      1999         1998
<S>                                                   <C>          <C>
8.52% to 9.26% medium-term notes due through 2012     $  213.0     $  334.8

At October 2, 1999, medium-term note maturities for the remainder of 1999, the
next four years, and thereafter are as follows:

</TABLE>
<TABLE>
<CAPTION>

<S>                      <C>               <C>
                         1999              $    -
                         2000                   -
                         2001               135.5
                         2002                24.7
                         2003                 9.0
                         Thereafter          43.8

                                           $213.0
</TABLE>






                                   -5-

               ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                               SEARS DC CORP.
           13 AND 39 WEEKS ENDED OCTOBER 2, 1999 AND OCTOBER 3, 1998

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 $213.0 million in outstanding medium-term notes as of October 2, 1999 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, which is now a part of
Morgan Stanley Dean Witter & Co.

Medium-term notes outstanding decreased 36.4% to $213.0 million as of October
2, 1999 from $334.8 million as of October 3, 1998.  The decrease in the notes
resulted from the payment on certain notes that reached their maturity date.
The corresponding decrease in the notes of Sears is due to the need to fund
the payments on the medium-term notes outstanding.

Results of Operations:
Revenues decreased 36.8% from $7.6 million to $4.8 million and 30.5% from
$24.9 million to $17.3 million for the 13 and 39 weeks ended October 2, 1999,
respectively, from the comparable 1998 periods.  The decrease is a result of
the reduction in the average amount of notes of Sears outstanding during 1999
compared to 1998.  The decrease in the average amount of medium-term notes
outstanding led to interest and related expenses decreasing 36.0% from $7.5
million to $4.8 million and 30.8% from $24.7 million to $17.1 million for the
13 and 39 weeks ended October 2, 1999, respectively, from the comparable 1998
periods.  Earnings covered fixed charges 1.005 times for the 13 and 39 weeks
ended October 2, 1999 and October 3, 1998 respectively.

Year 2000:
Year 2000 compliance is the ability of information systems to properly
recognize and process dates and date-sensitive information including the year
2000 and beyond (commonly referred to as Year 2000 or Y2K).  As a wholly-owned
subsidiary of Sears, SDC uses Sears and Sears subsidiaries' information
systems and service providers to support its operations.  Therefore, SDC does
not have a Y2K compliance plan in place; it is relying on the company-wide
Year 2000 effort being coordinated by Sears.  If Sears is not successful in
completing the implementation of its Year 2000 plan, SDC's operations could be
materially impacted.  Furthermore, because SDC lends the proceeds of its
borrowings to Sears and certain subsidiaries of Sears, any material adverse
Year 2000 effect on Sears or its subsidiaries' ability to make timely payments
to SDC could materially impact SDC's ability to make timely payments of
principal and interest to the holders of its securities.

SDC has not and will not bear any expenses in connection with the Sears
company-wide Year 2000 effort.

A complete description of the Sears Y2K initiative can be found on pages 29
and 31 of the Sears 1998 Annual Report under the heading "Year 2000," which
description was incorporated by reference into SDC's Annual Report on Form 10-
K for the fiscal year ended January 2, 1999.  An update to such description
can be found in the "Management's Discussion and Analysis of Operations,
Financial Condition and Liquidity" section of the Sears Quarterly Report on
Form 10-Q for the quarter ended October 2, 1999 under the heading "Year 2000,"
which description is incorporated by reference herein and filed as Exhibit 99
hereto.

Cautionary Statement Regarding Forward-Looking Information:
Certain statements made in this Report, including but not limited to the
forgoing statements relating to Sears and SDC's expectations as to their Year
2000 efforts, are forward looking and are made in reliance on the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.  They are
based on Sears and SDC's best estimates and may be updated as additional
information becomes available.  These statements are also based on assumptions
about many important factors, including the technical skills of employees and
independent contractors, the representations and preparedness of third
parties, vendors' delivery of merchandise and performance of services required
by Sears and the collateral effects of Year 2000 compliance issues on Sears
business partners and customers.  While SDC believes that these assumptions
are reasonable, SDC cautions that it is impossible to predict the impact of
certain facts that could cause actual results to differ from expected results.


                                  -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













                                   -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)


November 8, 1999                By:  /s/ROBERT J. PHELAN
                                     Robert J. Phelan
                                     Vice President and Controller

                                    (Principal Accounting Officer
                                     and Authorized Officer of Registrant)







                                   E-1

                              EXHIBIT INDEX
                              SEARS DC CORP.
                   13 AND 39 WEEKS ENDED OCTOBER 2, 1999



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) to 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) to Form 10-K of the
        Registrant for the fiscal year ended December 30, 1995*).

4       Registrant hereby agrees to furnish the Securities and Exchange
        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**

99      Year 2000 disclosure contained in the Sears, Roebuck and Co.
        Quarterly Report on Form 10-Q for the quarter ended October 2,
        1999.**



         _____________________
*Sec File No. 0-17955
**Filed herewith