SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                FORM 10-K

X         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

                                   OR

_       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

               For the fiscal year ended December 31, 1998

                   Commission file number 0-24776
      
                  SEARS CREDIT ACCOUNT MASTER TRUST II
         (Exact name of registrant as specified in its charter)

      Illinois                                  Not Applicable
(State of Organization)             (I.R.S. Employer Identification No.)

c/o SRFG, Inc.
3711 Kennett Pike
Greenville, Delaware                                          19807
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:  (302)888-3176

Securities registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange 
      Title of each class                       on which each class 
      to be so registered                       is to be registered

            None                                   Not Applicable

<PAGE>
Securities registered pursuant to Section 12(g) of the Act:

            7.00% Class A Series 1994-1 Master Trust Certificates
            7.25% Class B Series 1994-1 Master Trust Certificates
            7.25% Class A Series 1994-2 Master Trust Certificates
            7.60% Class B Series 1994-2 Master Trust Certificates
            8.10% Class A Series 1995-2 Master Trust Certificates
            8.30% Class B Series 1995-2 Master Trust Certificates
            7.00% Class A Series 1995-3 Master Trust Certificates
            7.25% Class B Series 1995-3 Master Trust Certificates
            6.25% Class A Series 1995-4 Master Trust Certificates
            6.35% Class B Series 1995-4 Master Trust Certificates
            6.05% Class A Series 1995-5 Master Trust Certificates
            6.20% Class B Series 1995-5 Master Trust Certificates
            6.20% Class A Series 1996-1 Master Trust Certificates
            6.35% Class B Series 1996-1 Master Trust Certificates
            6.50% Class A Series 1996-2 Master Trust Certificates
            6.65% Class B Series 1996-2 Master Trust Certificates
            7.00% Class A Series 1996-3 Master Trust Certificates
            7.10% Class B Series 1996-3 Master Trust Certificates
            6.45% Class A Series 1996-4 Master Trust Certificates
            6.65% Class B Series 1996-4 Master Trust Certificates
            6.20% Class A Series 1997-1 Master Trust Certificates
            6.40% Class B Series 1997-1 Master Trust Certificates
            5.80% Class A Series 1998-1 Master Trust Certificates
            6.00% Class B Series 1998-1 Master Trust Certificates
            5.25% Class A Series 1998-2 Master Trust Certificates           
                            (Title of Class)

Registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months and (2) has been subject to such filing requirements for the past
90 days.

                        Yes  x            No

<PAGE>
                                 PART I


Item 1.     Business

      The Sears Credit Account Master Trust II (the "Trust") was formed
pursuant to the Pooling and Servicing Agreement dated as of July 31,
1994 (the "Pooling and Servicing Agreement") among Sears, Roebuck and
Co. ("Sears") as Servicer, its wholly-owned subsidiary, SRFG, Inc.
("SRFG") as Seller, and The First National Bank of Chicago as trustee
(the "Trustee").  The Trust's only business is to act as a passive
conduit to permit investment in a pool of retail consumer receivables.

Item 2.     Properties

      The property of the Trust includes a portfolio of receivables (the
"Receivables") arising in selected accounts under open-end credit plans
of Sears (the "Accounts") and all monies received in payment of the
Receivables.  At the time of the Trust's formation, and on certain
Addition Dates thereafter, Sears sold and contributed to SRFG, which in
turn conveyed to the Trust, all Receivables existing under the Accounts
as of the end of certain of Sears regular billing cycles ending in
September and November 1989, February and June 1990, January, February, June,
October and November 1991, December 1992, February 1993, February 1994,
February, March and June 1995, and March 1996 and all Receivables arising
under the Accounts from time to time thereafter until the termination of the
Trust. Information related to the performance of the Receivables during 1998
is set forth in the ANNUAL STATEMENTS filed as Exhibits 21(a) to 21(m) to
this Annual Report on Form 10-K.

Item 3.     Legal Proceedings

      None

Item 4.     Submission of Matters to a Vote of Security Holders

      None


                                 PART II


Item 5.     Market for Registrant's Common Equity and Related
            Stockholder Matters

      Investor Certificates are held and delivered in book-entry form
through the facilities of The Depository Trust Company ("DTC"), a
"clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934, as amended.  The sole definitive
Investor Certificate is held by Cede & Co., the nominee of DTC.

Item 9.     Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure

      None

                                PART III


Item 12.    Security Ownership of Certain Beneficial Owners and
            Management

      As of March 15, 1998, 100% of the Investor Certificates were held
in the nominee name of Cede & Co. for beneficial owners.

      SRFG, as of March 15, 1998, owned 100% of the Seller Certificate,
which represented beneficial ownership of a residual interest in the
assets of the Trust as provided in the Pooling and Servicing Agreement.

Item 13.    Certain Relationships and Related Transactions

      None


                                 PART IV


Item 14.    Exhibits, Financial Statement Schedules, and Reports on Form
            8-K

            (a)   Exhibits:

                  21.         1998 ANNUAL STATEMENTS prepared by the
                              Servicer.

                              (a)   Series 1994-1
                              (b)   Series 1994-2
                              (c)   Series 1995-2
                              (d)   Series 1995-3
                              (e)   Series 1995-4
                              (f)   Series 1995-5
                              (g)   Series 1996-1
                              (h)   Series 1996-2
                              (i)   Series 1996-3
                              (j)   Series 1996-4
                              (k)   Series 1997-1
                              (l)   Series 1998-1
                              (m)   Series 1998-2

                  28.         ANNUAL INDEPENDENT ACCOUNTANTS' REPORT
                              pursuant to Section 3.06 of the Pooling
                              and Servicing Agreement.

                              (a)   Independent Accountants' Report         

            (b)   Reports on Form 8-K:

                  Current reports on Form 8-K are filed on or before the
                  Distribution Date each month (on, or the first
                  business day after, the 15th of the month).  The
                  reports include as an exhibit, the MONTHLY INVESTOR
                  CERTIFICATEHOLDERS' STATEMENT.  Current Reports on
                  Form 8-K were filed on October 15, 1998, November 16,
                  1998, and December 15, 1998.


<PAGE>

                               SIGNATURES

      Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.



                              Sears Credit Account Master Trust II
                                             (Registrant)

                        By:   SRFG, Inc.
                               (Originator of the Trust)


                        By:   /S/Donald J. Woytek
                                 Donald J. Woytek
                                 Vice President, Administration



Dated:  March 30, 1999



<PAGE>
                                EXHIBIT INDEX

                                                      


Exhibit No.                                            

      21.   1998 ANNUAL STATEMENTS prepared by the
            Servicer.

            (a)   Series 1994-1
            (b)   Series 1994-2
            (c)   Series 1995-2
            (d)   Series 1995-3
            (e)   Series 1995-4
            (f)   Series 1995-5
            (g)   Series 1996-1
            (h)   Series 1996-2
            (i)   Series 1996-3
            (j)   Series 1996-4
            (k)   Series 1997-1
            (l)   Series 1998-1
            (m)   Series 1998-2

      28.   ANNUAL INDEPENDENT ACCOUNTANTS' REPORT
            pursuant to Section 3.06 of the Pooling
            and Servicing Agreement.

            (a)   Independent Accountants' Report