EXHIBIT 99.1

                         Independent Accountants' Report


Citibank Omni-S Master Trust
    c/o The Bank of New York, as Trustee

Citi Omni-S Finance LLC, as Seller

Citibank (South Dakota), National Association, as Servicer

We have examined the effectiveness of Citibank (South Dakota), National
Association's ("CBSD") system of internal control over the servicing procedures
provided to Citibank Omni-S Master Trust (formerly known as Sears Credit Account
Master Trust II) (the "Trust") under the terms of the Pooling and Servicing
Agreement dated as of July 31, 1994 (as amended and supplemented through the
date hereof, the "Agreement"), by and among CBSD (as successor to Sears, Roebuck
and Co.), as Servicer, Citi Omni-S Finance LLC (as successor to SRFG, Inc.), as
Seller, and The Bank of New York (as successor trustee to Bank One, National
Association (formerly known as The First National Bank of Chicago)), as Trustee,
insofar as such internal control relates to the prevention and detection of
error and irregularities that would be material to the assets of the Trust as of
December 31, 2003, based on criteria established in the Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO"). CBSD is responsible for maintaining effective
internal control over the servicing procedures provided to the Trust. Our
responsibility is to express an opinion on the effectiveness of CBSD's internal
control over the servicing procedures provided to the Trust based on our
examination.

Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included obtaining an understanding of internal control over the
servicing procedures provided to the Trust by CBSD, testing, and evaluating the
design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our examination provides a reasonable basis for our opinion.

Because of 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 the servicing procedures performed by
CBSD, to future periods are subject to the risk that the internal control may
become inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate.

Citigroup Inc., the ultimate parent of CBSD, acquired the credit card business
of Sears, Roebuck and Co., including existing Sears information technology
systems, business processes and workforce, on November 3, 2003. In connection
with the acquisition, CBSD, as successor to Sears, Roebuck and Co., assumed
responsibility for servicing procedures relating to the Trust, utilizing these
systems, processes and workforce to discharge such servicing responsibilities.
In conducting our examination we identified certain weaknesses in the system
access controls of such information technology systems, as well as certain
weaknesses in the segregation of duties and control monitoring aspects of the
Trust servicing process. CBSD primarily relies on reconciliation controls to
mitigate these weaknesses. However, we believe these weaknesses collectively
represent a material weakness as of December 31, 2003. A material weakness is a
condition that precludes the entity's internal control from providing reasonable
assurance that material misstatements in the monthly servicer certificates will
be prevented or detected on a timely basis.

In our opinion, except for the effect of the material weakness described in the
preceding paragraph on the achievement of the objectives of the control
criteria, CBSD has maintained, in all material respects, an effective system of
internal control over the servicing procedures provided to the Trust as of
December 31, 2003, based on criteria established in the Internal Control -
Integrated Framework issued by COSO.


/s/ KPMG LLP

New York, NY
March 30, 2004