Exhibit 28a







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, 1998 Sears, Roebuck and Co. (the "Company") maintained
effective internal control 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 (the "Agreement")
dated as of  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 over 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, 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, misstatements
due to error or fraud may occur and not be detected.  Also, projections of
any evaluation of the internal control over servicing and financial reporting
procedures performed by the Company, as Servicer, under the applicable
sections of the Agreement, to future periods are subject to the risk that the
internal control 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 effective
internal control over the servicing and financial reporting procedures
provided to the Trust as of December 31, 1998, insofar as such internal
control relates to the prevention and detection of misstatements due to error
or fraud 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 21, 1999





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 effective internal control 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 as of July 31, 1994,
as amended and supplemented, by and among the Company, as Servicer, SRFG,
Inc., as Seller, and The First National Bank of Chicago, as Trustee.

There are inherent limitations in the effectiveness of any internal control,
including the possibility of human error and the circumvention or overriding
of controls.  Accordingly, even effective internal control 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 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
effective internal control over the servicing and financial reporting
procedures provided to the Trust under the terms of the Agreement as of
December 31, 1998, insofar as such internal control relates to the prevention
and detection of misstatements due to error or fraud in amounts that would be
material to the assets of the Trust.

February 21, 1999


/s/Arthur C. Martinez
   Arthur C. Martinez
Chairman of the Board of Directors, President, and Chief Executive Officer