**INDEPENDENTACCOUNTANTS' REPORT**
Sears, Roebuck and Co.
Hoffman Estates, Illinois
We have examined management's assertion, included in theaccompanying MANAGEMENT'S REPORT ON INTERNAL CONTROLRELATED TO SERVICING PROCEDURES, that as of December 31, 1999 Sears, Roebuckand Co. (the "Company") maintained effective internal control over theservicing and financial reporting procedures provided to Sears Credit AccountMaster Trust II (the "Trust") under the terms of the Pooling and ServicingAgreement (the "Agreement") dated as of July 31, 1994, as amended, by andamong the Company (as Servicer), SRFG, Inc. (as Seller) and Bank One, NationalAssociation, formerly The First National Bank of Chicago (as Trustee),insofar as such structure relates to the prevention and detection of errorsor irregularities in amounts that would be material to the assets of theTrust. This assertion is the responsibility ofthe Company's management. Our responsibility is to express an opinion onthe assertion based on our examination.
Our examination was made in accordance with standardsestablished by the American Institute of Certified Public Accountants and,accordingly, included obtaining an understanding of the internal controlover the servicing and financial reporting procedures performed by theCompany, as Servicer, under the applicable sections of the Agreement, testingand 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 andfinancial reporting procedures performed by the Company, as Servicer, underthe applicable sections of the Agreement, to future periods are subjectto the risk that the internal control may become inadequate because ofchanges in conditions, or that the degree of compliance with the policiesor procedures may deteriorate.
In our opinion, management's assertion that the Companymaintained effective internal control over the servicing and financialreporting procedures provided to the Trust as of December 31, 1999, insofaras such internal control relates to the prevention and detection of misstatementsdue to error or fraud in amounts that would be material to the assets ofthe Trust, is fairly stated, in all material respects, based upon criteriaestablished by "Internal Control - Integrated Framework" issued by theCommittee of Sponsoring Organizations of the Treadway Commission.  
/S/Deloitte & Touche LLP  
March 3, 2000        
**MANAGEMENT'S REPORT ON INTERNAL CONTROL RELATEDTO SERVICING PROCEDURES**
The management of Sears, Roebuck and Co. (the "Company") is responsiblefor establishing and maintaining effective internal control over the servicingand financial reporting procedures provided by the Company, as Servicer,to Sears Credit Account Master Trust II (the "Trust"), under the termsof the Pooling and Servicing Agreement (the "Agreement") dated as of July31, 1994, as amended and supplemented, by and among the Company, as Servicer,SRFG, Inc., as Seller, and Bank One National Association, formerly TheFirst National Bank of Chicago, as Trustee.
There are inherent limitations in the effectiveness of any internalcontrol, including the possibility of human error and the circumventionor overriding of controls. Accordingly, even effective internal controlcan provide only reasonable assurance with respect to the servicing andfinancial reporting procedures provided by the Company.
The Company's assessment of its internal control is based on criteriafor effective internal control described in "Internal Control-IntegratedFramework" issued by the Committee of Sponsoring Organizations of the TreadwayCommission. Management believes that the Company maintained effective internalcontrol over the servicing and financial reporting procedures providedto the Trust under the terms of the Agreement as of December 31, 1999,insofar as such internal control relates to the prevention and detectionof misstatements due to error or fraud in amounts that would be materialto the assets of the Trust.
March 3, 2000  /S/ Arthur C. MartinezArthur C. MartinezChairman of the Board of Directors, President, and Chief ExecutiveOfficer  
/S/ Alan J. LacyAlan J. LacyPresident, Services