Exhibit 28 b

INDEPENDENT ACCOUNTANTS' REPORT

Sears, Roebuck and Co.
Hoffman Estates, Illinois

We have examined management's assertion, included in the
accompanying MANAGEMENT'S REPORT ON INTERNAL CONTROL RELATED TO
SERVICING PROCEDURES, that as of December 31, 1997 Sears,
Roebuck and Co. (the "Company") maintained an effective
internal control structure over the servicing and financial
reporting procedures provided to Sears Credit Account Master
Trust II (the "Trust") under the terms of the Pooling and
Servicing Agreement dated July 31, 1994, as amended, by and
among the Company (as Servicer), SRFG, Inc. (as Seller) and
the First National Bank of Chicago (as Trustee), insofar as
such structure relates to the prevention and detection of
errors or irregularities in amounts that would be material
to the assets of the Trust.  This assertion is the
responsibility of the Company's management.  Our
responsibility is to express an opinion on the assertion
based on our examination.

Our examination was made in accordance with standards
established by the American Institute of Certified Public
Accountants and, accordingly, included obtaining an
understanding of the internal control structure as it
relates to the servicing and financial reporting procedures
performed by the Company, as Servicer, under the applicable
sections of the Agreement, testing and evaluating the design
and operating effectiveness of the internal control
structure, and such other procedures as we considered
necessary in the circumstances.  We believe that our
examination provides a reasonable basis for our opinion.

Because of the inherent limitations in any internal control
structure, errors or irregularities may occur and not be
detected.  Also, projections of any evaluation of the
internal control structure to future periods are subject to
the risk that the internal control structure may become
inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.

In our opinion, management's assertion that the Company
maintained an effective internal control structure over the
servicing and financial reporting procedures provided to the

Trust as of December 31, 1997, insofar as such structure
relates to the prevention and detection of errors or
irregularities in amounts that would be material to the
assets of the Trust, is fairly stated, in all material
respects, based upon criteria established by "Internal
Control - Integrated Framework" issued by the Committee of
Sponsoring Organizations of the Treadway Commission.





February 23, 1998






MANAGEMENT'S REPORT ON INTERNAL CONTROL RELATED TO SERVICING
PROCEDURES

The management of Sears, Roebuck and Co. (the "Company") is
responsible for establishing and maintaining an effective
internal control structure over the servicing and  financial
reporting procedures provided by the Company, as Servicer,
to Sears Credit Account Master Trust II (the "Trust"), under
the terms of the Pooling and Servicing Agreement (the
"Agreement") dated July 31, 1994, as amended and
supplemented, by and among the Company, SRFG, Inc., as
Seller, and The First National Bank of Chicago, as Trustee.

There are inherent limitations in the effectiveness of any
structure of internal control, including the possibility of
human error and the circumvention or overriding of controls.
Accordingly, even an effective internal control structure
can provide only reasonable assurance with respect to the
servicing and financial reporting procedures provided by the
Company.

The Company's assessment of its internal control structure
is based on criteria for effective internal control
described in Internal Control-Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway
Commission.  Management believes that the Company maintained
an effective internal control structure over the servicing
and financial reporting procedures provided to the Trust
under the terms of the Agreement as of December 31, 1997,
insofar as such structure relates to the prevention and
detection of errors or irregularities in amounts that would
be material to the assets of the Trust.


February 23, 1998

/s/Gary L. Crittenden
Gary L. Crittenden
Executive Vice President and Chief Financial Officer

/s/ Alan J. Lacy
Alan J. Lacy
President, Credit