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 JUNE 28, 1997
		
				     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 July 21, 1997, 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

			      June 28, 1997

			     

PART I.   FINANCIAL INFORMATION:                                     Page No.
 
  Item 1. Financial Statements     
		  
	  Statements of Income (unaudited)             
	  Six Months ended June 28, 1997 
	  and June 29, 1996                                            1
	   
	  Statements of Financial Position                     
	  June 28, 1997 (unaudited) and June 29, 1996
	  (unaudited), and December 28, 1996                           2
	  
	  Statements of Cash Flows (unaudited)              
	  Six Months ended June 28, 1997
	  and June 29, 1996                                            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 INCOME
				(unaudited)
				

<CAPTION>
				   Three Months Ended        Six Months Ended
				  June 28,    June 29,     June 28,    June 29,
millions                            1997        1996         1997        1996
<S>                                 <C>         <C>          <C>         <C>
Revenues                         

Earnings on notes of Sears        $  11.4     $  23.0      $  27.4     $  48.9

  Total revenues                     11.4        23.0         27.4        48.9

Expenses

Interest and related expenses        11.3        22.9         27.3        48.6
 
  Total expenses                     11.3        22.9         27.3        48.6

Income before income taxes            0.1         0.1          0.1         0.3
Income taxes                           -           -            -          0.1

Net income                         $  0.1     $   0.1      $   0.1     $   0.2

Ratio of earnings to fixed charges  1.005       1.005        1.005       1.005


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



<PAGE>


				    - 2 -


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


<CAPTION>
				       June 28,      June 29,      December 28,
millions                                 1997          1996            1996
<S>                                      <C>           <C>             <C>
Assets      
  Notes of Sears                      $   462.5     $ 1,064.5       $   799.2
  Cash and invested cash                    0.1           0.1             0.1
  Accrued interest and other assets         1.0           1.6             1.3

 Total assets                         $   463.6     $ 1,066.2       $   800.6
   

Liabilities
  Medium-term notes                   $   447.8     $ 1,038.9       $   778.9
  Accrued interest and other 
   liabilities                             10.7          22.4            16.7

 Total liabilities                        458.5       1,061.3           795.6


Stockholder's equity
  Capital stock, par value $1.00 per 
    share 1,000 shares authorized and 
    outstanding                              -             -               -
  Capital in excess of par                   -             -               -
  Retained income                           5.1           4.9             5.0
				     
Total stockholder's equity                  5.1           4.9             5.0

Total liabilities and stockholder's 
 equity                               $   463.6     $ 1,066.2       $   800.6


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



<PAGE>




				    - 3 -


<TABLE>
			      SEARS DC CORP.
			      
			 STATEMENTS OF CASH FLOWS
			       (Unaudited)



<CAPTION>                                                                
								
							 Six Months Ended
						       June 28,     June 29, 
millions                                                 1997         1996
<S>                                                      <C>          <C>
Cash flows from operating activities

Net income                                             $    0.1     $   0.2
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 expenseand other 
  liabilities                                              (5.7)       (4.1)

Net cash used in operating activities                      (5.6)       (3.9)


Cash flows from investing activities
Decrease in notes of Sears                                336.7       193.7

Net cash provided by investing activities                 336.7       193.7

Cash flows from financing activities
Repayments of medium-term notes                          (331.1)     (189.8)

Net cash used in financing activities                    (331.1)     (189.8)

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 28, 1996, 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 $448 million in outstanding medium-term notes as of June 28, 1997 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 and Company.  


Results of Operations

Interest and related expenses decreased 50.6% to $11.3 million and 43.8% to 
$27.3 million for the three and six-months period ended June 28, 1997, 
respectively, from the comparable 1996 periods, primarily as a result of the 
decrease in Mediumn Term Notes outstanding since the prior year.  Earnings 
covered fixed charges 1.005 and 1.005 times for the three and six months 
ended June 28, 1997 and June 29, 1996, respectively.  





<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:_____________________________
					  William K. Phelan
					  Vice President and Controller
					  (authorized officer of
					  Registrant)

July 25, 1997






<PAGE>



				    E-1
				 
				  
				EXHIBIT INDEX

				SEARS DC CORP.
				  
			  Quarter Ended June 28, 1997     

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 April 10, 
	1997.  [Incorporated by reference, File No. 1-416] 

28(b)   Current report on Form 8-K of Sears, Roebuck and Co., for June 3, 
	1997.  [Incorporated by reference, File No. 1-416]

28(c)   Current report on Form 8-K of Sears, Roebuck and Co., for June 5, 
	1997.  [Incorporated by reference, File No. 1-416]

28(d)   Current report on Form 8-K of Sears, Roebuck and Co., for June 11, 
	1997.  [Incorporated by reference, File No. 1-416]

28(e)   Quarterly Report on Form 10-Q of Sears, Roebuck and Co., for the 
	quarter ended June 28, 1997.  [Incorporated by reference, File 
	No. 1-416]