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 27, 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)                 (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, 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.



								
								


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				Sears DC Corp.
		   Index to Quarterly Report on Form 10-Q
			      September 27, 1997


									  Page

Part I  -  Financial Information.                               
  
   Item 1. Financial Statements.
   
	   Statements of Income (unaudited) -   
	   Three and Nine Months Ended September 27, 1997 and 
	   September 28, 1996.                                              1
	   
	   Statements of Financial Position -  
	   September 27, 1997 (unaudited), September 28, 1996 (unaudited)   
	   and December 28, 1996.                                           2
	   
	   Statements of Cash Flows (unaudited) - 
	   Nine Months Ended September 27, 1997 and September 28, 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 I. FINANCIAL STATEMENTS
			  STATEMENTS OF INCOME
			      (Unaudited)



<CAPTION>
				Three Months Ended           Nine Months Ended 
			       Sept. 27,    Sept. 28,      Sept. 27,    Sept. 28, 
(millions, except ratios)       1997         1996           1997         1996
<S>                             <C>          <C>            <C>          <C>
Revenues                                                         
  Earnings on notes of Sears   $   9.9      $  19.3        $  37.4      $  68.2
    Total revenues                 9.9         19.3           37.4         68.2

Expenses                                                         
  Interest and related expenses    9.9         19.2           37.2         67.8
    Total expenses                 9.9         19.2           37.2         67.8

Income before income taxes          -           0.1            0.2          0.4

Income taxes                        -            -             0.1          0.2 

Net income                     $    -       $   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>


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				    -2-

				
<TABLE>
				SEARS DC CORP.
			STATEMENTS OF FINANCIAL POSITION
			

<CAPTION>
					    (Unaudited)
				       Sept. 27,    Sept. 28,     Dec. 28, 
(millions)                              1997         1996          1996 
<S>                                     <C>          <C>           <C>
Assets                                   
  Notes of Sears                       $  469.3     $  825.5      $ 799.2
  Cash and invested cash                    0.1          0.1          0.1
  Accrued interest and other assets         1.0          1.5          1.3 
    Total assets                       $  470.4     $  827.1      $ 800.6 
    
Liabilities                                    
  Medium-term notes                    $  444.8     $  788.5      $ 778.9
  Accrued interest and other 
   liabilities                             20.5         33.7         16.7
    Total liabilities                     465.3        822.2        795.6

Shareholders' 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 shareholders' 
equity                                 $  470.4     $  827.1      $ 800.6

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

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				    -3-

<TABLE>

			      SEARS DC CORP.
			 STATEMENTS OF CASH FLOWS
			       (Unaudited)


<CAPTION>
							 Nine Months Ended
						      Sept. 27,     Sept. 28,
(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 expense and 
   other liabilities                                       4.2           7.4 
  Net cash provided by operating activities                4.3           7.6
 


CASH FLOWS FROM INVESTING ACTIVITIES:                    

Decrease in notes of Sears                               329.8         432.6
  Net cash provided by investing activities              329.8         432.6



CASH FLOWS FROM FINANCING ACTIVITIES:                    

Repayments of medium-term notes                         (334.1)       (440.2)
  Net cash used in financing activities                 (334.1)       (440.2)

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>




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				   -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 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.




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				   -5-



			      SEARS DC CORP.
	   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		      CONDITION AND RESULTS OF OPERATIONS
THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996



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 $445 million in outstanding medium-term notes as of September 27, 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 48.4% to $9.9 million and 45.1% to 
$37.2 million for the three and nine-month periods ended September 27, 1997, 
respectively, from the comparable 1996 periods, primarily as a result of the 
decrease in medium term notes outstanding since the prior year.  Earnings 
covered fixed charges 1.005 and 1.005 times for the three- and nine-months
ended September 27, 1997 and September 28, 1996, respectively.  




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				   -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





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				   -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 4, 1997                 By  /s/  William K. Phelan        
					   William K. Phelan
					   Vice President and Controller
					      
					   (Authorized Officer of Registrant)
  






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				   E-1
				   
			     SEARS DC CORP.
			     EXHIBIT INDEX
	       THREE MONTH PERIOD ENDED SEPTEMBER 27, 1997
	     
	     

Exhibit No.       

   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.
       
   28        Quarterly Report on Form 10-Q of Sears, Roebuck and Co., for the
	     quarter ended September 27, 1997.  [Incorporated by reference,
	     File No. 1-416]