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 APRIL 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)           (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 30, 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
                        April 4, 1998



                                                        Page

      Part I  -  Financial Information.                               
      
         Item 1. Financial Statements.                                  

            Statements of Income (unaudited) -   
            Three Months Ended April 4, 1998 and March 29, 1997.         1

            Statements of Financial Position - 
            April 4, 1998 (unaudited), March 29, 1997 (unaudited),       
            and January 3, 1998.                                         2
            
            Statements of Cash Flows (unaudited) - 
            Three Months Ended April 4, 1998 and March 29, 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>


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



<CAPTION>

                                     13 Weeks Ended
                                  April 4,    March 29, 
                                    1998         1997    
 <S>                                           <C>          <C>             
 (thousands, except ratios)
 
 Revenues                                                         
  Earnings on notes of Sears              $  9,755      $ 16,036

                                     
  Expenses                                                         
   Interest and related expenses             9,673        15,935          
   Operating Expenses                           33            22
      
      Total expenses                         9,706        15,957        

                                    
Income before income taxes                      49            79           

Income taxes                                    17            27
                                           
Net income                                $     32      $     52        

                                         

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

                                          
<PAGE>
<TABLE>
                              -2-

                         SEARS DC CORP.

                   STATEMENTS OF FINANCIAL POSITION

<CAPTION>

                                          (Unaudited)   
                                    Apr. 4,     Mar. 29,   Jan. 3,
                                     1998         1997      1998 
(thousands)
<S>                                               <C>          <C>       <C>

Assets               
Cash and invested cash                       $     59    $     55   $     55
     Notes of Sears                           349,688     659,758    459,455
     Accrued interest and other assets            772       1,129        853
      Total assets                         $350,519    $660,942   $460,362

                               
Liabilities                                             
     Medium-term notes                       $343,780    $ 628,460  $443,780
     Accrued interest and other liabilities     1,556       27,434    11,431
         Total liabilities                  345,336      655,894   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                              5,175        5,040     5,143

    Total stockholder's equity                  5,183        5,048     5,151


Total liabilities and stockholder's equity   $350,519     $660,942  $460,362
<FN>                                   
See notes to financial statements.                                      
</FN>
</TABLE>                                        

                              
<PAGE>
                              -3-





<TABLE>

                           SEARS DC CORP.
                       STATEMENTS OF CASH FLOWS
                            (Unaudited)


<CAPTION>
                                            13 Weeks Ended    

                                          Apr. 4,       Mar. 29,
                                            1998           1997
(thousands)
<S>                                                       <C>           <C> 
                                           
                  
CASH FLOWS FROM OPERATING ACTIVITIES:                    

Net income                                              $     32        $  52
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     (9,794)      10,906
  Net cash provided by (used in ) operating activities    (9,762)      10,958


CASH FLOWS FROM INVESTING ACTIVITIES:                    

Decrease in notes of Sears                               109,767      139,462
      Net cash provided by investing activities          109,767      139,462

                   
CASH FLOWS FROM FINANCING ACTIVITIES:                    

                   
Repayments of medium-term notes                         (100,000)    (150,420)
 Net cash used in financing activities                  (100,000)    (150,420)

Net increase (decrease) in cash and invested cash              5           - 

Cash and invested cash at beginning of period                 55            55

                  
Cash and invested cash 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 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.






<PAGE>

                              -5-


                        SEARS DC CORP.
      ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS
           13 WEEKS ENDED APRIL 4, 1998 AND MARCH 29, 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 April 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, Dean Witter, Discover &
Co, now known as Morgan Stanley Dean Witter, Discover & Company.
 

Results of Operations


Interest and related expenses decreased 39.3% to $9.7 million
for the 13 weeks ended April 4, 1998, from the comparable 1997
period, 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 ended April 4, 1998.      
                        


<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-



                            

      
                        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)







            May 11, 1998          By /s/  William K. Phelan             
                              William K. Phelan
                              Vice President and Controller

                              (Principal Accounting Officer 
                               and Authorized Officer of Registrant)

                                      








<PAGE>
  
                           E-1

                        
                        SEARS DC CORP.
                        EXHIBIT INDEX
                  13 WEEKS ENDED APRIL 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 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 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 which 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