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): November 3, 2003


                          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
    Sioux Falls, South Dakota                                   57117
--------------------------------------------------------------------------------
   (Address of Principal Executive Offices)                   (Zip Code)


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


                      Sears Credit Account Master Trust II
                                 c/o SRFG, Inc.
                                3711 Kennett Pike
                           Greenville, Delaware 19807
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>

ITEM 5.      OTHER EVENTS

            On November 3, 2003 subsidiaries of Citigroup Inc. acquired the
Credit Card and Financial Products business of Sears, Roebuck and Co. ("Sears"),
including its credit card securitization program administered through the Sears
Credit Account Master Trust II. Immediately prior to closing the acquisition,
Sears Credit Account Master Trust II was renamed Citibank Omni-S Master Trust.
As part of this acquisition, effective November 3, 2003, Citibank (South
Dakota), National Association, a national banking association ("Citibank (South
Dakota)"), assumed the rights, duties and obligations of Sears, as Servicer for
the Citibank Omni-S Master Trust, and Citi Omni-S Finance LLC, a special purpose
Delaware limited liability company and indirect subsidiary of Citibank (South
Dakota), assumed the rights, duties and obligations of SRFG, Inc., as Seller to
the Citibank Omni-S Master Trust.

            Future filings for the Citibank Omni-S Master Trust with the
Securities and Exchange Commission will be made by Citi Omni-S Finance LLC on
behalf of the Citibank Omni-S Master Trust and will list the Trust as filer.

            Certain amendments and assignments relating to the Citibank Omni-S
Master Trust program documents, each of which was executed in connection with or
otherwise in contemplation of this acquisition, are attached hereto as Exhibits
4.1 through 4.3 and 10.1 through 10.6.


ITEM 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

            (a) Not applicable.

            (b) Not applicable.

            (c) Exhibits:

                 The following exhibits are filed herewith:


Exhibit 4.1             Amendment No. 6 to Pooling and Servicing Agreement,
                        dated as of November 3, 2003, among Sears, SRFG, Inc.
                        ("SRFG") and The Bank of New York ("Trustee").
Exhibit 4.2             Omnibus Amendment to Series Supplements, Assignment
                        of Additional Funds and Instrument of Resignation,
                        Appointment and Acceptance, dated as of November 3,
                        2003, among SRFG, Sears and the Trustee.
Exhibit 4.3             Omnibus Trust Documents Assignment and Assumption
                        Agreement relating to the Pooling and Servicing
                        Agreement, each Series Supplement, the Assignment of
                        Additional Funds and the Instrument of Resignation,
                        Appointment and Acceptance, dated as of November 3,
                        2003, by and among Sears, SRFG, Citibank (South Dakota),
                        Citi Omni-S Finance LLC and the Trustee.
Exhibit 10.1            Amendment No. 2 to First Amended and Restated
                        Contribution Agreement, dated as of November 3, 2003,
                        between Sears and SRFG.
Exhibit 10.2            Amendment No. 3 to First Amended and Restated Purchase
                        Agreement, dated as of November 3, 2003, between Sears
                        and SRFG.
Exhibit 10.3            Amendment No. 2 to the Receivables Warehouse Agreement,
                        dated as of November 3, 2003, between Sears and SRFG.


                                       2


<PAGE>

Exhibit 10.4            Assignment and Assumption Agreement relating to the
                        First Amended and Restated Contribution Agreement, dated
                        as of November 3, 2003, by and among Sears, SRFG, Citi
                        Cards South Dakota Acceptance Corp. ("Citi Cards South
                        Dakota") and Citi Omni-S Finance LLC.
Exhibit 10.5            Assignment and Assumption Agreement relating to the
                        First Amended and Restated Purchase Agreement, dated as
                        of November 3, 2003, by and among Sears, SRFG, Citi
                        Cards South Dakota and Citi Omni-S Finance LLC.
Exhibit 10.6            Assignment and Assumption Agreement relating to the
                        Receivables Warehouse Agreement, dated as of November 3,
                        2003, by and among Sears, SRFG, Citi Cards South Dakota
                        and Citi Omni-S Finance LLC.


                                       3


<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:  November 10, 2003


                                       4


<PAGE>

EXHIBIT INDEX

Exhibit No.        Description
-----------        -----------

Exhibit 4.1        Amendment No. 6 to Pooling and Servicing Agreement, dated as
                   of November 3, 2003, among Sears, SRFG and the Trustee.
Exhibit 4.2        Omnibus Amendment to Series Supplements, Assignment of
                   Additional Funds and Instrument of Resignation, Appointment
                   and Acceptance, dated as of November 3, 2003, among SRFG,
                   Sears and the Trustee.
Exhibit 4.3        Omnibus Trust Documents Assignment and Assumption Agreement
                   relating to the Pooling and Servicing Agreement, each Series
                   Supplement, the Assignment of Additional Funds and the
                   Instrument of Resignation, Appointment and Acceptance, dated
                   as of November 3, 2003, by and among Sears, SRFG, Citibank
                   (South Dakota), Citi Omni-S Finance LLC and the Trustee.
Exhibit 10.1       Amendment No. 2 to First Amended and Restated Contribution
                   Agreement, dated as of November 3, 2003, between Sears and
                   SRFG.
Exhibit 10.2       Amendment No. 3 to First Amended and Restated Purchase
                   Agreement, dated as of November 3, 2003, between Sears and
                   SRFG.
Exhibit 10.3       Amendment No. 2 to the Receivables Warehouse Agreement, dated
                   as of November 3, 2003, between Sears and SRFG.
Exhibit 10.4       Assignment and Assumption Agreement relating to the First
                   Amended and Restated Contribution Agreement, dated as of
                   November 3, 2003, by and among Sears, SRFG, Citi Cards South
                   Dakota and Citi Omni-S Finance LLC.
Exhibit 10.5       Assignment and Assumption Agreement relating to the First
                   Amended and Restated Purchase Agreement, dated as of November
                   3, 2003, by and among Sears, SRFG, Citi Cards South Dakota
                   and Citi Omni-S Finance LLC.
Exhibit 10.6       Assignment and Assumption Agreement relating to the
                   Receivables Warehouse Agreement, dated as of November 3,
                   2003, by and among Sears, SRFG, Citi Cards South Dakota and
                   Citi Omni-S Finance LLC.




                                       5
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{"company-data": {"conformed-name": "SEARS CREDIT ACCOUNT MASTER TRUST II", "cik": "0000923569", "assigned-sic": "6189", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14607", "film-number": "03988221"}, "business-address": {"street1": "3711 KENNETT PIKE", "street2": "C/O SEARS RECEIVABLE FINANCING GROUP INC", "city": "GREENVILLE", "state": "DE", "zip": "19807", "phone": "3024343176"}, "mail-address": {"street1": "SEARS TOWER 51ST FLOOR", "city": "CHICAGO", "state": "IL", "zip": "60684"}}
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): November 3, 2003

                          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
    Sioux Falls, South Dakota                                   57117
--------------------------------------------------------------------------------
   (Address of Principal Executive Offices)                   (Zip Code)

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

                      Sears Credit Account Master Trust II
                                 c/o SRFG, Inc.
                                3711 Kennett Pike
                           Greenville, Delaware 19807
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
ITEM 5.      OTHER EVENTS

            On November 3, 2003 subsidiaries of Citigroup Inc. acquired the
Credit Card and Financial Products business of Sears, Roebuck and Co. ("Sears"),
including its credit card securitization program administered through the Sears
Credit Account Master Trust II. Immediately prior to closing the acquisition,
Sears Credit Account Master Trust II was renamed Citibank Omni-S Master Trust.
As part of this acquisition, effective November 3, 2003, Citibank (South
Dakota), National Association, a national banking association ("Citibank (South
Dakota)"), assumed the rights, duties and obligations of Sears, as Servicer for
the Citibank Omni-S Master Trust, and Citi Omni-S Finance LLC, a special purpose
Delaware limited liability company and indirect subsidiary of Citibank (South
Dakota), assumed the rights, duties and obligations of SRFG, Inc., as Seller to
the Citibank Omni-S Master Trust.

            Future filings for the Citibank Omni-S Master Trust with the
Securities and Exchange Commission will be made by Citi Omni-S Finance LLC on
behalf of the Citibank Omni-S Master Trust and will list the Trust as filer.

            Certain amendments and assignments relating to the Citibank Omni-S
Master Trust program documents, each of which was executed in connection with or
otherwise in contemplation of this acquisition, are attached hereto as Exhibits
4.1 through 4.3 and 10.1 through 10.6.

ITEM 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

            (a) Not applicable.

            (b) Not applicable.

            (c) Exhibits:

                 The following exhibits are filed herewith:

Exhibit 4.1             Amendment No. 6 to Pooling and Servicing Agreement,
                        dated as of November 3, 2003, among Sears, SRFG, Inc.
                        ("SRFG") and The Bank of New York ("Trustee").
Exhibit 4.2             Omnibus Amendment to Series Supplements, Assignment
                        of Additional Funds and Instrument of Resignation,
                        Appointment and Acceptance, dated as of November 3,
                        2003, among SRFG, Sears and the Trustee.
Exhibit 4.3             Omnibus Trust Documents Assignment and Assumption
                        Agreement relating to the Pooling and Servicing
                        Agreement, each Series Supplement, the Assignment of
                        Additional Funds and the Instrument of Resignation,
                        Appointment and Acceptance, dated as of November 3,
                        2003, by and among Sears, SRFG, Citibank (South Dakota),
                        Citi Omni-S Finance LLC and the Trustee.
Exhibit 10.1            Amendment No. 2 to First Amended and Restated
                        Contribution Agreement, dated as of November 3, 2003,
                        between Sears and SRFG.
Exhibit 10.2            Amendment No. 3 to First Amended and Restated Purchase
                        Agreement, dated as of November 3, 2003, between Sears
                        and SRFG.
Exhibit 10.3            Amendment No. 2 to the Receivables Warehouse Agreement,
                        dated as of November 3, 2003, between Sears and SRFG.

                                       2
Exhibit 10.4            Assignment and Assumption Agreement relating to the
                        First Amended and Restated Contribution Agreement, dated
                        as of November 3, 2003, by and among Sears, SRFG, Citi
                        Cards South Dakota Acceptance Corp. ("Citi Cards South
                        Dakota") and Citi Omni-S Finance LLC.
Exhibit 10.5            Assignment and Assumption Agreement relating to the
                        First Amended and Restated Purchase Agreement, dated as
                        of November 3, 2003, by and among Sears, SRFG, Citi
                        Cards South Dakota and Citi Omni-S Finance LLC.
Exhibit 10.6            Assignment and Assumption Agreement relating to the
                        Receivables Warehouse Agreement, dated as of November 3,
                        2003, by and among Sears, SRFG, Citi Cards South Dakota
                        and Citi Omni-S Finance LLC.

                                       3
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:  November 10, 2003

                                       4
EXHIBIT INDEX

Exhibit No.        Description
-----------        -----------

Exhibit 4.1        Amendment No. 6 to Pooling and Servicing Agreement, dated as
                   of November 3, 2003, among Sears, SRFG and the Trustee.
Exhibit 4.2        Omnibus Amendment to Series Supplements, Assignment of
                   Additional Funds and Instrument of Resignation, Appointment
                   and Acceptance, dated as of November 3, 2003, among SRFG,
                   Sears and the Trustee.
Exhibit 4.3        Omnibus Trust Documents Assignment and Assumption Agreement
                   relating to the Pooling and Servicing Agreement, each Series
                   Supplement, the Assignment of Additional Funds and the
                   Instrument of Resignation, Appointment and Acceptance, dated
                   as of November 3, 2003, by and among Sears, SRFG, Citibank
                   (South Dakota), Citi Omni-S Finance LLC and the Trustee.
Exhibit 10.1       Amendment No. 2 to First Amended and Restated Contribution
                   Agreement, dated as of November 3, 2003, between Sears and
                   SRFG.
Exhibit 10.2       Amendment No. 3 to First Amended and Restated Purchase
                   Agreement, dated as of November 3, 2003, between Sears and
                   SRFG.
Exhibit 10.3       Amendment No. 2 to the Receivables Warehouse Agreement, dated
                   as of November 3, 2003, between Sears and SRFG.
Exhibit 10.4       Assignment and Assumption Agreement relating to the First
                   Amended and Restated Contribution Agreement, dated as of
                   November 3, 2003, by and among Sears, SRFG, Citi Cards South
                   Dakota and Citi Omni-S Finance LLC.
Exhibit 10.5       Assignment and Assumption Agreement relating to the First
                   Amended and Restated Purchase Agreement, dated as of November
                   3, 2003, by and among Sears, SRFG, Citi Cards South Dakota
                   and Citi Omni-S Finance LLC.
Exhibit 10.6       Assignment and Assumption Agreement relating to the
                   Receivables Warehouse Agreement, dated as of November 3,
                   2003, by and among Sears, SRFG, Citi Cards South Dakota and
                   Citi Omni-S Finance LLC.

                                       5