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 3, 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     (Zip Code)   
Executive Offices)     
                                           
Registrant's telephone number, including area code:
                302/888-3100
                                           
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 April 30, 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 
April 3, 1999. 


                  SEARS DC CORP.
       INDEX TO QUARTERLY REPORT ON FORM 10-Q
         13 WEEKS ENDED APRIL 3, 1999

                                                Page
Part I  - Financial Information.         

  Item 1.  Financial Statements

           Statements of Income (unaudited) -   
           13 Weeks Ended April 3, 1999 and 
           April 4, 1998                          1

           Statements of Financial Position - 
           April 3, 1999 (unaudited), April 4, 
           1998 (unaudited), and January 2,1999   2

           Statements of Cash Flows (unaudited) - 
           13 Weeks Ended April 3, 1999 and 
           April 4, 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)

[S]                       13 Weeks Ended
                          [C]               [C]       
                          April 3,          April 4,
                          1999              1998
(thousands, except 
ratios)             
Revenues
  Earnings on notes of 
  Sears                   $7,106             $9,755  


Expenses   
  Interest and related 
  expenses                 7,058              9,673

  Operating expenses          13                 33

  Total expenses           7,071              9,706

Income before income 
taxes                         35                 49

Income taxes                  12                 17

Net income                  $ 23              $  32

Ratio of earnings to 
fixed charges              1.005              1.005


See notes to financial statements.






                               -2-

                           SEARS DC CORP.
                  STATEMENTS OF FINANCIAL POSITION
 <TABLE>
                              (Unaudited)
 
<S>                   <C>         <C>         <C>              

                      April 3,    April 4,    January 2,
(thousands,           1999        1998        1999
except share 
data)

Assets
  Cash and cash 
  equivalents        $   58      $    59     $   58
  Notes of Sears    304,290      349,688    345,958
  Interest receiv-
  able and other 
  assets                528          772        586 
  Total assets      $304,876    $350,519   $346,602

Liabilities
  Medium-term 
  notes             $298,175    $343,780   $332,505
  Interest payable
  and other 
  liabilities          1,423       1,556      8,842


  Total liabilities  299,598     345,336    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      5,270       5,175      5,247  

 Total stockholder's 
  equity               5,278       5,183      5,255
                        
Total liabilities 
and stockholder's 
equity                $304,876    $350,519  $346,602


See notes to financial statements.
</TABLE>

                            -3-


                        SEARS DC CORP.
                  STATEMENTS OF CASH FLOWS
                         (Unaudited)
<TABLE>
<S>                      <C>           <C>           
                             13 Weeks Ended
                         April 3,      April 4,
(thousands)              1999          1998


CASH FLOWS FROM 
OPERATING ACTIVITIES:

Net income
                        $   23         $     32
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           (7,361)          (9,794)  
  Net cash used in 
  operating activities  (7,338)          (9,762)

CASH FLOWS FROM 
INVESTING ACTIVITIES:

Decrease in notes of 
Sears                   41,668         109,767
   Net cash provided 
   by investing 
   activities           41,668         109,767

CASH FLOWS FROM 
FINANCING ACTIVITIES:

Repayments of medium-
term notes             (34,330)       (100,000)   
 Net cash used in 
financing activities   (34,330)       (100,000) 

Net increase in cash 
and cash equivalents       -                 5

Cash and cash equiva-
lents at beginning of 
period                      58              54

Cash and cash equiva-
lents at end of period $    58        $     59


See notes to financial 
statements.

</TABLE>


                              -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 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 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.  Selected details of SDC's borrowings are 
shown below.

(millions)                  April 3,     April 4,
                            1999         1998            
                                                      

8.12% to 9.26% medium-
term notes due through 
2012                       $298.2        $343.8 
                                                      

At April 3, 1999, medium-term note maturities for the 
next five years and thereafter are as follows:

                1999       $   85.2
                2000            -
                2001          135.5
                2002           24.7
                2003            9.0
                Thereafter     43.8
                           $  298.2

                           -5-

               ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS 
              OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                              SEARS DC CORP.
                 13 WEEKS ENDED APRIL 3, 1999 AND APRIL 4, 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 $298.2 million in outstanding medium-term notes as of April 3, 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 13.3% to $298.2 million as of 
April 3, 1999 from $343.8 million as of April 4, 1998.  The decrease in the 
notes resulted from the payment on certain notes that reached their 
maturity date.  The decrease in notes of Sears is due to the need to fund 
the payments on the medium-term notes outstanding.  

Results of Operations:
Revenues decreased 27.2% to $7.1 million compared to $9.8 million for 
the 13 weeks ended April 3, 1999 and April 4, 1998, respectively.  The 
decrease in revenues was primarily due to the decrease in the average 
amount of notes of Sears held during 1999 compared to 1998.  The 
corresponding decrease in the average amount of medium-term notes 
outstanding led to interest and related expenses decreasing 27.0% to 
$7.1 million compared to $9.7 million from the comparable 1998 period.  
Earnings covered fixed charges 1.005 times for the 13 weeks ended 
April 3, 1999 and April 4, 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 April 3, 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 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)


May 11, 1999          By: 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 WEEKS ENDED APRIL 3, 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 April 3, 
            1999.** 
            _____________________   
            *Sec File No. 0-17955
            **Filed herewith