Exhibit 12


                          SEARS DC CORP.
         CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES







                                                     
(thousands)                1998              1997             1996



Income before income
taxes                  $    160             $ 238            $ 422 


Fixed Charges             32,035             47,721          84,453 




(i)  Earnings available
 for Fixed Charges        32,195              47,959         84,875 


(ii) Fixed Charges        32,035              47,721         84,453 




Ratio of Earnings to 
Fixed Charges (i/ii)       1.005               1.005          1.005