[TEXT]

				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 SEPTEMBER 28, 1996

				      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 October 31, 1996, 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

		
			    September 28, 1996


		
PART I.  FINANCIAL INFORMATION:                             Page No.

     Item 1. Financial Statements


	     Statements of Financial Position (unaudited)          
		September 28, 1996, September 30, 1995
		and December 30, 1995                           1
	     
	     Statements of Income (unaudited)                      
		Three and Nine Months ended September 28, 1996 
		and September 30, 1995                          2
				  
	     Statements of Cash Flows (unaudited)     
		Nine Months ended September 28, 1996
		and September 30, 1995                          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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				     - 1 -
<TABLE>                                 

				 SEARS DC CORP.

			 PART I.  FINANCIAL INFORMATION

			 ITEM 1.  FINANCIAL STATEMENTS
			 
		    STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
<CAPTION>                         
				  Sept. 28,      Sept. 30,     Dec. 30,
millions                            1996           1995          1995
<S>                                  <C>            <C>           <C>
Assets      
			  
Notes of Sears                    $   825.5      $ 1,299.4     $ 1,258.1
Cash and invested cash                  0.1            0.1           0.1
Accrued interest and 
  other assets                          1.5            2.5           2.2
   
  Total assets                    $   827.1      $ 1,302.0     $ 1,260.4
   

Liabilities
Medium-term notes                 $   788.5      $ 1,243.7     $ 1,228.7
Accrued interest and
  other liabilities                    33.7           53.7          27.0
    
  Total liabilities                   822.2        1,297.4       1,255.7
  

Stockholder's equity

Capital stock, 
  par value $1.00 per share                                     
  1,000 shares authorized and 
  outstanding                            -              -             -
Retained income                         4.9            4.6           4.7
 
  Total stockholder's equity            4.9            4.6           4.7
  

  Total liabilities and 
    stockholder's equity          $   827.1      $ 1,302.0     $ 1,260.4
    

<FN>    
See notes to financial statements.
</FN>
</TABLE>
<PAGE>
				     - 2 -
<TABLE>                                     
				 SEARS DC CORP.

				     
			      STATEMENTS OF INCOME
				  (unaudited)

<CAPTION>                                  
				   Three Months Ended     Nine Months Ended
				   Sept. 28, Sept. 30,    Sept. 28, Sept. 30,
millions                             1996      1995         1996      1995
<S>                                  <C>        <C>         <C>        <C>

Revenues

Earnings on notes of Sears         $  19.3   $  27.8      $ 68.2    $  89.9

  Total revenues                      19.3      27.8        68.2       89.9
  

Expenses
  
Interest and related expenses         19.2      27.6        67.8       89.4

  Total expenses                      19.2      27.6        67.8       89.4
  
Income before income taxes             0.1       0.2         0.4        0.5
Income taxes                            -         -          0.2        0.2

Net income                         $   0.1   $   0.2      $  0.2    $   0.3


Ratio of earnings 
  to fixed charges                   1.005     1.005       1.005      1.005


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

<PAGE>
				     - 3 -
<TABLE>                                     
				 SEARS DC CORP.
				     
			    STATEMENTS OF CASH FLOWS
				  (unaudited)
<CAPTION>

					       Nine Months Ended
					     Sept. 28,    Sept. 30, 
millions                                       1996         1995
<S>                                             <C>          <C>
Cash flows from operating activities

Net income                                   $    0.2     $  0.3
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                           7.4       24.2
  
Net cash provided by operating activities         7.6       24.5


Cash flows from investing activities

Decrease in notes of Sears                      432.6      253.2

Net cash provided by investing activities       432.6      253.2


Cash flows from financing activities

Repayments of medium-term notes                (440.2)    (277.7)

Net cash (used in) financing activities        (440.2)    (277.7)


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>

<PAGE>
				     - 4 -
				     
				 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 charge coverage 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 30, 1995, 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.


<PAGE>


				    - 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 $789 million in outstanding medium-term notes as of
September 28, 1996 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

Due to the significant reduction in SDC's outstanding debt,
interest and related expenses decreased 30.4% to $19.2 million
and 24.2% to $67.8 million for the three- and nine month periods
ended September 28, 1996, respectively, from the comparable 1995
periods.  Earnings covered fixed charges 1.005 times for the
three and nine months ended September 28, 1996 and September 30,
1995.  

<PAGE>

				     - 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


<PAGE>


				     - 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)



November 8, 1996



<PAGE>



				     E-1
				     

				 EXHIBIT INDEX
				     

				 SEARS DC CORP.
				     

			  Quarter Ended September 28, 1996     



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
	October 16, 1996.  [Incorporated by reference, File No. 1-416]    
	
28(b)   Quarterly Report on Form 10-Q of Sears, Roebuck and Co.,
	for the quarter ended September 28, 1996.  [Incorporated by
	reference, File No. 1-416]