8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  _____________

                                    FORM 8-K
                                 CURRENT REPORT

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

        Date of report (Date of earliest event reported): March 31, 2005

                          Citibank Omni-S Master Trust
            _________________________________________________________
               (Exact Name of Registrant as Specified in Charter)


      New York                    000-24776                 Not Applicable
   __________________________________________________________________________
    (State or Other         (Commission File Number)        (I.R.S. Employer
    Jurisdiction of                                        Identification No.)
    Incorporation)

c/o Citi Omni-S Finance LLC
701 East 60th Street, North
P.O. Box 6034, MC 1251, Room A
Sioux Falls, South Dakota                                  57117
__________________________________________________________________
(Address of Principal Executive Offices)                (Zip Code)

       Registrant's telephone number, including area code: (605) 331-2671


                                 NOT APPLICABLE
         _____________________________________________________________
         (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

    [ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

    [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

    [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

    [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))




ITEM 8.01.  OTHER EVENTS

            Pursuant to the terms of Reassignment No. 11 of Receivables, dated
as of March 31, 2005 ("Reassignment No. 11"), by and between Citi Omni-S Finance
LLC (the "Seller") and The Bank of New York (as successor trustee to Bank One,
National Association (formerly The First National Bank of Chicago)) (the
"Trustee") and Section 2.09 of the Pooling and Servicing Agreement, dated as of
July 31, 1994, as amended (the "Pooling Agreement"), among Citibank (South
Dakota), National Association (as successor to Sears, Roebuck and Co.), as
Servicer, the Seller (as successor to SRFG, Inc.) and the Trustee, the Seller
has caused approximately $1,143,040,548 of receivables to be removed from the
Citibank Omni-S Master Trust. The removed receivables consist of approximately
$1,126,487,906 of principal receivables and approximately $16,552,642 of finance
charge receivables. The Seller Interest (as defined in the Pooling Agreement)
will be reduced by the amount of the removed principal receivables.
Reassignment No. 11 is attached hereto as Exhibit 4.1.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

   (c)    Exhibits:

Exhibit No.     Description
- -----------     -----------
   4.1          Reassignment No. 11 of Receivables, dated as of March 31, 2005



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                                   SIGNATURES

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

                                         CITIBANK OMNI-S MASTER TRUST
                                                    (Registrant)

                                         By: Citi Omni-S Finance LLC
                                               as Seller


                                         By:    /s/ Douglas C. Morrison
                                            ---------------------------
                                                    Douglas C. Morrison
                                                    President


Dated:  April 7, 2005

EX-4

                                                                 Exhibit No. 4.1

                       REASSIGNMENT NO. 11 OF RECEIVABLES


         REASSIGNMENT NO. 11 OF RECEIVABLES ("Reassignment"), dated as of March
31, 2005, by and between CITI OMNI-S FINANCE LLC, a Delaware corporation (the
"Seller"), and THE BANK OF NEW YORK (as successor trustee to Bank One, National
Association (formerly The First National Bank of Chicago)) (the "Trustee"),
pursuant to the Pooling and Servicing Agreement referred to below.

                               W I T N E S S E T H


         WHEREAS, the Seller and the Trustee are parties to the Pooling and
Servicing Agreement, dated as of July 31, 1994 (hereinafter as such agreement
may have been, or may from time to time be, amended, supplemented or otherwise
modified, the "Pooling and Servicing Agreement");

         WHEREAS, pursuant to the Pooling and Servicing Agreement, the Seller
wishes to remove all Receivables from certain designated Accounts of the Seller
(the "Removed Accounts") and to cause the Trustee to reconvey the Receivables of
such Removed Accounts, whether now existing or hereafter created, from the Trust
to the Seller (as each such term is defined in the Pooling and Servicing
Agreement); and

         WHEREAS, the Trustee is willing to accept such designation and to
reconvey the Receivables in the Removed Accounts subject to the terms and
conditions hereof;

         NOW, THEREFORE, the Seller and the Trustee hereby agree as follows:

         1. Defined Terms. All terms defined in the Pooling and Servicing
Agreement and used herein shall have such defined meanings when used herein,
unless otherwise defined herein.

         "Removal Date" shall mean, with respect to the Removed Accounts
designated hereby, March 31, 2005.

         "Removal Notice Date" shall mean, with respect to the Removed Accounts
designated hereby, March 23, 2005 (which shall be a date on or prior to the
fifth Business Day prior to the Removal Date).

         2. Designation of Removed Accounts. The Seller shall deliver to the
Trustee, not later than five Business Days after the Removal Date, a computer
file, microfiche list or hard copy containing a true and complete list of all
such Removed Accounts, which computer file, microfiche list or hard copy shall,
as of the Removal Date, amend Schedule 1 to the Pooling and Servicing Agreement.


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         3. Conveyance of Receivables.

         (a) The Trustee does hereby transfer, assign, set-over and otherwise
convey to the Seller, without recourse on and after the Removal Date, all right,
title and interest of the Trust in and to the Receivables now existing and
hereafter created in the Removed Accounts designated hereby, all monies due or
to become due with respect thereto (including all Finance Charge Receivables),
all proceeds (as defined in Article 9 of the UCC as in effect in the State of
New York) of such Receivables and Insurance Proceeds relating thereto.

         (b) In connection with such transfer, the Trustee authorizes the Seller
to file a termination statement with respect to the Receivables now existing and
hereafter created in the Removed Accounts designated hereby (which may be a
single termination statement with respect to all such Receivables) evidencing
the release by the Trust of its lien on the Receivables in the Removed Accounts,
and meeting the requirements of applicable state law, in such manner and such
jurisdictions as are necessary to remove such lien.

         4. [Reserved].

         5. Representations and Warranties of the Seller. The Seller hereby
represents and warrants to the Trust as of the Removal Date:

         (a) Legal, Valid and Binding Obligation. This Reassignment constitutes
a legal, valid and binding obligation of the Seller enforceable against the
Seller in accordance with its terms, except as such enforceability may be
limited by bankruptcy, receivership, insolvency, reorganization, moratorium or
similar laws now or hereafter in effect relating to creditors' rights generally
or general principles of equity (whether considered in a proceeding at law or in
equity) and the discretion of the court before which any proceeding therefor may
be brought; and

         (b) Selection Procedures. No selection procedures believed by the
Seller to be materially adverse to the interests of the Investor
Certificateholders were utilized in selecting the Removed Accounts designated
hereby.

         6. Representations and Warranties of the Trustee. Since the date of
transfer by the Seller under the Pooling and Servicing Agreement, the Trustee
has not sold, transferred or encumbered any Receivable in any Removed Account or
any interest therein.

         7. Conditions Precedent. The amendment of the Pooling and Servicing
Agreement set forth in Section 8 hereof is subject to the satisfaction of the
condition precedent that the Seller shall have delivered to the Trustee an
Officer's Certificate certifying that (i) all requirements set forth in Section
2.09 of the Pooling and Servicing Agreement for designating Removed Accounts and
reconveying the Receivables of such Removed Accounts, whether now existing or
hereafter created, have been satisfied, and (ii) each of the representations and
warranties made by the Seller in Section 5 hereof is true and correct. The
Trustee may conclusively rely on such Officer's Certificate, shall have no duty
to make inquiries with regard to the matters set forth therein and shall incur
no liability in so relying.


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         8. Amendment of the Pooling and Servicing Agreement. The Pooling and
Servicing Agreement is hereby amended to provide that all references therein to
the "Pooling and Servicing Agreement," to "this Agreement" and "herein" shall be
deemed from and after the Removal Date to be a dual reference to the Pooling and
Servicing Agreement as supplemented by this Reassignment. Except as expressly
amended hereby, all of the representations, warranties, terms, covenants and
conditions of the Pooling and Servicing Agreement shall remain unamended and
shall continue to be, and shall remain, in full force and effect in accordance
with their terms and except as expressly provided herein shall not constitute or
be deemed to constitute a waiver of compliance with or a consent to
non-compliance with any term or provision of the Pooling and Servicing
Agreement.

         9. Counterparts. This Reassignment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.


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         IN WITNESS WHEREOF, the undersigned have caused this Reassignment No.
11 of Receivables to be duly executed and delivered by their respective duly
authorized officers on the day and year first above written.

                                CITI OMNI-S FINANCE LLC


                                By:/s/ Douglas C. Morrison
                                   -----------------------
                                       Douglas C. Morrison
                                       President



                                THE BANK OF NEW YORK
                                 as Trustee


                                By:/s/ Eric A. Lindahl
                                  --------------------
                                       Eric A. Lindahl
                                       Agent





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