UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  _____________

                                    FORM 8-K
                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of report (Date of earliest event reported): March 31, 2005

                          Citibank Omni-S Master Trust
            _________________________________________________________
               (Exact Name of Registrant as Specified in Charter)


      New York                    000-24776                 Not Applicable
   __________________________________________________________________________
    (State or Other         (Commission File Number)        (I.R.S. Employer
    Jurisdiction of                                        Identification No.)
    Incorporation)

c/o Citi Omni-S Finance LLC
701 East 60th Street, North
P.O. Box 6034, MC 1251, Room A
Sioux Falls, South Dakota                                  57117
__________________________________________________________________
(Address of Principal Executive Offices)                (Zip Code)

       Registrant's telephone number, including area code: (605) 331-2671


                                 NOT APPLICABLE
         _____________________________________________________________
         (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

    [ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

    [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

    [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

    [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))


<PAGE>

ITEM 8.01.  OTHER EVENTS

            Pursuant to the terms of Reassignment No. 11 of Receivables, dated
as of March 31, 2005 ("Reassignment No. 11"), by and between Citi Omni-S Finance
LLC (the "Seller") and The Bank of New York (as successor trustee to Bank One,
National Association (formerly The First National Bank of Chicago)) (the
"Trustee") and Section 2.09 of the Pooling and Servicing Agreement, dated as of
July 31, 1994, as amended (the "Pooling Agreement"), among Citibank (South
Dakota), National Association (as successor to Sears, Roebuck and Co.), as
Servicer, the Seller (as successor to SRFG, Inc.) and the Trustee, the Seller
has caused approximately $1,143,040,548 of receivables to be removed from the
Citibank Omni-S Master Trust. The removed receivables consist of approximately
$1,126,487,906 of principal receivables and approximately $16,552,642 of finance
charge receivables. The Seller Interest (as defined in the Pooling Agreement)
will be reduced by the amount of the removed principal receivables.
Reassignment No. 11 is attached hereto as Exhibit 4.1.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

   (c)    Exhibits:

Exhibit No.     Description
-----------     -----------
   4.1          Reassignment No. 11 of Receivables, dated as of March 31, 2005



                                       2


<PAGE>

                                   SIGNATURES

            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 hereunto duly authorized.

                                         CITIBANK OMNI-S MASTER TRUST
                                                    (Registrant)

                                         By: Citi Omni-S Finance LLC
                                               as Seller


                                         By:    /s/ Douglas C. Morrison
                                            ---------------------------
                                                    Douglas C. Morrison
                                                    President


Dated:  April 7, 2005
[{"type": "8-K", "sequence": "1", "filename": "april8k.txt", "description": "CITIBANK OMNI-S MASTER TRUST APRIL 8-K", "secsgml_size_bytes": 4324}]
{"company-data": {"conformed-name": "CITIBANK OMNI-S MASTER TRUST", "cik": "0000923569", "assigned-sic": "6189", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14607", "film-number": "05739516"}, "business-address": {"street1": "C/O CITI OMNI-S FINANCE LLC", "street2": "701 EAST 60TH STREET, NORTH", "city": "SIOUX FALLS", "state": "SD", "zip": "57117", "phone": "605-331-2671"}, "mail-address": {"street1": "701 EAST 60TH STREET, NORTH", "street2": "P.O. BOX 6034, MC 1251, ROOM A", "city": "SIOUX FALLS", "state": "SD", "zip": "57117"}, "former-company": [{"former-conformed-name": "CITIBANK OMNI S MASTER TRUST", "date-changed": "20031124"}, {"former-conformed-name": "SEARS CREDIT ACCOUNT MASTER TRUST II", "date-changed": "19940521"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  _____________

                                    FORM 8-K
                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of report (Date of earliest event reported): March 31, 2005

                          Citibank Omni-S Master Trust
            _________________________________________________________
               (Exact Name of Registrant as Specified in Charter)

      New York                    000-24776                 Not Applicable
   __________________________________________________________________________
    (State or Other         (Commission File Number)        (I.R.S. Employer
    Jurisdiction of                                        Identification No.)
    Incorporation)

c/o Citi Omni-S Finance LLC
701 East 60th Street, North
P.O. Box 6034, MC 1251, Room A
Sioux Falls, South Dakota                                  57117
__________________________________________________________________
(Address of Principal Executive Offices)                (Zip Code)

       Registrant's telephone number, including area code: (605) 331-2671

                                 NOT APPLICABLE
         _____________________________________________________________
         (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

    [ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

    [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

    [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

    [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01.  OTHER EVENTS

            Pursuant to the terms of Reassignment No. 11 of Receivables, dated
as of March 31, 2005 ("Reassignment No. 11"), by and between Citi Omni-S Finance
LLC (the "Seller") and The Bank of New York (as successor trustee to Bank One,
National Association (formerly The First National Bank of Chicago)) (the
"Trustee") and Section 2.09 of the Pooling and Servicing Agreement, dated as of
July 31, 1994, as amended (the "Pooling Agreement"), among Citibank (South
Dakota), National Association (as successor to Sears, Roebuck and Co.), as
Servicer, the Seller (as successor to SRFG, Inc.) and the Trustee, the Seller
has caused approximately $1,143,040,548 of receivables to be removed from the
Citibank Omni-S Master Trust. The removed receivables consist of approximately
$1,126,487,906 of principal receivables and approximately $16,552,642 of finance
charge receivables. The Seller Interest (as defined in the Pooling Agreement)
will be reduced by the amount of the removed principal receivables.
Reassignment No. 11 is attached hereto as Exhibit 4.1.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

   (c)    Exhibits:

Exhibit No.     Description
-----------     -----------
   4.1          Reassignment No. 11 of Receivables, dated as of March 31, 2005

                                       2
SIGNATURES

            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 hereunto duly authorized.

                                         CITIBANK OMNI-S MASTER TRUST
                                                    (Registrant)

                                         By: Citi Omni-S Finance LLC
                                               as Seller

                                         By:    /s/ Douglas C. Morrison
                                            ---------------------------
                                                    Douglas C. Morrison
                                                    President

Dated:  April 7, 2005