SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
                       FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

          For the fiscal year ended December 31, 1998

                                       OR

[  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                             SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________  to ______________


Commission file numbers: 33-41055, 33-43576, 33-62180, 33-77802, 33-84834,
                         33-97664, 33-99328, 333-38803


                          Citibank (South Dakota), N.A.
                                  on behalf of
                       Citibank Credit Card Master Trust I
          (Issuer in respect of the Citibank Credit Card Master Trust I
      8 7/8% Class A Credit Card Participation Certificates, Series 1991-3
      9 1/4% Class B Credit Card Participation Certificates, Series 1991-3
      7.875% Class A Credit Card Participation Certificates, Series 1991-6
      8.350% Class B Credit Card Participation Certificates, Series 1991-6
       5.95% Class A Credit Card Participation Certificates, Series 1993-2
       6.15% Class B Credit Card Participation Certificates, Series 1993-2
       5.50% Class A Credit Card Participation Certificates, Series 1993-3
       5.70% Class B Credit Card Participation Certificates, Series 1993-3
       7.25% Class A Credit Card Participation Certificates, Series 1994-2
       7.50% Class B Credit Card Participation Certificates, Series 1994-2
       6.80% Class A Credit Card Participation Certificates, Series 1994-3
       7.00% Class B Credit Card Participation Certificates, Series 1994-3
       8.25% Class A Credit Card Participation Certificates, Series 1994-4
       8.25% Class A Credit Card Participation Certificates, Series 1995-1
       8.45% Class B Credit Card Participation Certificates, Series 1995-1
       7.85% Class A Credit Card Participation Certificates, Series 1995-3
   Floating Rate Class A Credit Card Participation Certificates, Series 1995-4
       7.65% Class B Credit Card Participation Certificates, Series 1995-4
   Floating Rate Class A Credit Card Participation Certificates, Series 1995-5
       6.75% Class A Credit Card Participation Certificates, Series 1995-6
       6.90% Class B Credit Card Participation Certificates, Series 1995-6
       6.70% Class A Credit Card Participation Certificates, Series 1995-8
       6.85% Class B Credit Card Participation Certificates, Series 1995-8
       6.55% Class A Credit Card Participation Certificates, Series 1995-9
       6.65% Class B Credit Card Participation Certificates, Series 1995-9
      5.90% Class A Credit Card Participation Certificates, Series 1995-10
      6.05% Class B Credit Card Participation Certificates, Series 1995-10
  Floating Rate Class A Credit Card Participation Certificates, Series 1995-11
    Zero Coupon Class A Credit Card Participation Certificates, Series 1996-1
    Zero Coupon Class B Credit Card Participation Certificates, Series 1996-1
   Floating Rate Class A Credit Card Participation Certificates, Series 1996-5
   Floating Rate Class B Credit Card Participation Certificates, Series 1996-5
   Floating Rate Class A Credit Card Participation Certificates, Series 1996-6
   Floating Rate Class B Credit Card Participation Certificates, Series 1996-6
       6.55% Class A Credit Card Participation Certificates, Series 1997-2
       6.70% Class B Credit Card Participation Certificates, Series 1997-2
      6.839% Class A Credit Card Participation Certificates, Series 1997-3
      6.989% Class B Credit Card Participation Certificates, Series 1997-3
   Floating Rate Class A Credit Card Participation Certificates, Series 1997-4
   Floating Rate Class B Credit Card Participation Certificates, Series 1997-4
    Zero Coupon Class A Credit Card Participation Certificates, Series 1997-6
    Zero Coupon Class B Credit Card Participation Certificates, Series 1997-6

                                                       [cover page 1 of 2 pages]


<PAGE>

       6.35% Class A Credit Card Participation Certificates, Series 1997-7
       6.45% Class B Credit Card Participation Certificates, Series 1997-7
   Floating Rate Class A Credit Card Participation Certificates, Series 1997-8
  Floating Rate Class A Credit Card Participation Certificates, Series 1997-10
  Floating Rate Class B Credit Card Participation Certificates, Series 1997-10
     5.750% Class A Credit Card Participation Certificates, Series 1998-1
     5.875% Class B Credit Card Participation Certificates, Series 1998-1
      6.05% Class A Credit Card Participation Certificates, Series 1998-2
      6.20% Class B Credit Card Participation Certificates, Series 1998-2
      5.80% Class A Credit Card Participation Certificates, Series 1998-3
      5.95% Class B Credit Card Participation Certificates, Series 1998-3
      5.85% Class A Credit Card Participation Certificates, Series 1998-6
      6.00% Class B Credit Card Participation Certificates, Series 1998-6
  Floating Rate Class A Credit Card Participation Certificates, Series 1998-7
  Floating Rate Class B Credit Card Participation Certificates, Series 1998-7
       5.30% Class A Credit Card Participation Certificates, Series 1998-9
      5.55% Class B Credit Card Participation Certificates, Series 1998-9
                       (collectively, the "Certificates"))
                       -----------------------------------
             (Exact name of registrant as specified in its charter)

     United States of America                         46-0358360
     ------------------------                         ----------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

     701 East 60th Street, North
     Sioux Falls, South Dakota                           57117
     -------------------------                           -----
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:  (605) 331-2626

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

         NONE

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

         Forms 8-A were filed with the Securities and Exchange  Commission  (the
"Commission")  registering each Series of the  Certificates  pursuant to Section
12(g) of the Securities Exchange Act of 1934 (the "Act").

Indicate by check mark whether the 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 (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

         Yes   X  .*   No      .
             -----        -----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]


State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates  of the  registrant.  The  aggregate  market  value  shall be
computed by reference to the price at which the common  equity was sold,  or the
average bid and asked price of such common equity, as of a specified date within
60 days prior to the date of filing.  (See  definition of affiliate in Rule 405,
17 C.F.R. 230.405):

         NOT APPLICABLE.
                                                       [cover page 2 of 2 pages]

-----------------

     *On April 28,  1989,  the  registrant  was issued a  no-action  letter (the
"No-Action   Letter")  by  the  Commission   with  respect  to  certain  of  the
registrant's  reporting requirements pursuant to Section 13 or 15(d) of the Act.
This Form 10-K has been prepared in accordance  with the terms of such No-Action
Letter.


<PAGE>


                                     PART I
                                     ------

Item 1. Business.

      Omitted pursuant to the No-Action Letter.

Item 2. Properties.

     Pursuant  to Section  3.06 of the  Pooling  and  Servicing  Agreement  (the
"Pooling  Agreement")  dated as of May 29, 1991 relating to the Citibank  Credit
Card Master Trust I, formerly known as Standard  Credit Card Master Trust I (the
"Trust")  among Citibank  (South  Dakota),  N.A.  ("CBSD"),  Citibank  (Nevada),
National  Association  ("CBNV",  CBSD and CBNV  collectively,  the  "Banks") and
Bankers Trust Company (as successor to Yasuda Bank and Trust Company  (U.S.A.)),
as  trustee  (the  "Trustee"),  KPMG LLP has  performed  certain  procedures  in
connection with the Monthly Servicer's Certificates (the "Monthly Certificates")
for the months of January 1998 through  December 1998. The Monthly  Certificates
contain  information  relating to the receivables  (the  "Receivables")  and the
accounts from which the Receivables  arise (the  "Accounts") and are prepared by
the Servicer and  delivered  to the Trustee  pursuant to Section  3.04(b) of the
Pooling  Agreement.  The  reports  issued  by KPMG  LLP in  connection  with the
servicing  activities of CBSD, as servicer (in such capacity,  the  "Servicer"),
are  attached  hereto as  Exhibit  99.1.  The  Monthly  Certificates  containing
information  relating to the  Receivables  and the  Accounts for the Due Periods
ending in January 1998 through  December 1998 are incorporated by reference from
the registrant's  Current Reports on Form 8-K filed with the Commission on March
9, 1998,  March 26, 1998,  April 10, 1998, May 18, 1998, June 12, 1998, July 17,
1998, August 24, 1998,  September 16, 1998, October 14, 1998, November 17, 1998,
December  17,  1998  and  January  15,  1999,  respectively.  In  addition,  the
registrant's Current Report on Form 8-K filed with the Commission on January 25,
1999  containing  certain  financial  information  as of December  31, 1998 with
regard to the  Trust,  the  Receivables  and the  Accounts  is  incorporated  by
reference.

Item 3. Legal Proceedings.

     The registrant knows of no material pending legal proceedings involving the
Trust,  CBSD, CBNV or the Trustee (in its capacity as such),  other than routine
litigation  incidental to the business of the Trust,  CBSD,  CBNV or the Trustee
(in its capacity as such).

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.

     To the best knowledge of the  registrant,  there is no  established  public
trading market for the Certificates.

     Each  class of  Certificates  is  represented  by one or more  certificates
registered  in the name of Cede & Co.  ("Cede"),  the nominee of The  Depository
Trust Company ("DTC").

Item 6. Selected Financial Data.

     Omitted pursuant to the No-Action Letter.

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operation.

     Omitted pursuant to the No-Action Letter.


                                       3


<PAGE>


Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

     Omitted pursuant to the No-Action Letter.

Item 8. Financial Statements and Supplementary Data.

     Omitted pursuant to the No-Action Letter.

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

     NONE.

                                    PART III
                                    --------

Item 10. Directors and Executive Officers of the Registrant.

     Omitted pursuant to the No-Action Letter.

Item 11. Executive Compensation.

     Omitted pursuant to the No-Action Letter.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

     (a) Each class of Certificates  is represented by one or more  certificates
registered in the name of Cede,  the nominee of DTC, and an investor  holding an
interest in the Trust is not entitled to receive a certificate representing such
interest  except in limited  circumstances  set forth in the Pooling  Agreement.
Accordingly,  Cede is the sole holder of record of Certificates,  which it holds
on behalf of brokers,  dealers,  banks, and other direct participants in the DTC
system. Such direct participants may hold Certificates for their own accounts or
for the accounts of their customers. The name and address of Cede is Cede & Co.,
c/o The Depository Trust Company, 55 Water Street, New York, NY 10041.

     (b) Omitted pursuant to the No-Action Letter.

     (c) Omitted pursuant to the No-Action Letter.

Item 13. Certain Relationships and Related Transactions.

     There have not been, and there are not currently proposed,  any transaction
or series of  transactions,  to which  either  the Trust,  CBSD,  as a seller or
servicer,  CBNV, as a seller, or the Trustee, on behalf of the Trust, is a party
with any  Certificateholder  who owns of record or  beneficially  more than five
percent of the Certificates.


                                       4


<PAGE>

                                     PART IV
                                     -------


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


 (a) 24.1 Powers  of  Attorney of  Messrs.  Greenfield,  Johnson  and  Bender as
          Directors  and/or  Officers  of  Citibank  (South  Dakota),  N.A.  are
          incorporated  by  reference  from  Exhibit  25.1  of the  registrant's
          Registration  Statement  on Form S-1  (File  No.  33-28213).  Power of
          Attorney of Mr.  Paladino as a Director  of Citibank  (South  Dakota),
          N.A.  is   incorporated   by  reference   from  Exhibit  25.1  of  the
          registrant's Registration Statement on Form S-1 (File No. 33-33860).

     99.1 Reports on the  activities of CBSD, as Servicer,  prepared by KPMG LLP
          pursuant to Section 3.06 of the Pooling  Agreement are attached hereto
          as Exhibit 99.1.

     99.2 The  Monthly  Certificates  containing  information  relating  to  the
          Receivables  and the  Accounts  for the Due Periods  ending in January
          1998 through  December  1998 are  incorporated  by reference  from the
          registrant's  Current Reports on Form 8-K filed with the Commission on
          March 9, 1998,  March 26, 1998, April 10, 1998, May 18, 1998, June 12,
          1998, July 17, 1998, August 24, 1998,  September 16, 1998, October 14,
          1998,  November  17,  1998,  December  17, 1998 and January 15,  1999,
          respectively.

     99.3 The registrant's  Current Report on Form 8-K filed with the Commission
          on January 25, 1999  containing  certain  financial  information as of
          December 31, 1998 with regard to the Trust,  the  Receivables  and the
          Accounts is incorporated by reference.


 (b)  Omitted pursuant to the No-Action Letter.


 (c)  Omitted pursuant to the No-Action Letter.


 (d)  Omitted pursuant to the No-Action Letter.


                                       5


<PAGE>

                                   SIGNATURES
                                   ----------

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

                                  CITIBANK (SOUTH DAKOTA), N.A.,
                                  as Servicer
                                  (Registrant)


                                  By: /s/ Eugene D. Rowenhorst
                                      ------------------------
                                          Eugene D. Rowenhorst
                                          Senior Vice President


Dated:  March 26, 1999


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant on March 26, 1999 in the capacities indicated.


                               /s/ Thomas W. Jones
                               ------------------------
                               Thomas W. Jones
                               President, Chief Executive Officer and a Director
                               (Principal Executive Officer)


                               /s/ Eugene D. Rowenhorst
                               ------------------------
                               Eugene D. Rowenhorst
                               Chief Financial Officer and a Director
                               (Principal Financial Officer and
                               Principal Accounting Officer)


                                          *
                               ------------------------
                               Donald Bender
                               Director


                                          *
                               ------------------------
                               Russell R. Greenfield
                               Director


                               ------------------------
                               James W. Hutchinson
                               Director


                                       6


<PAGE>

                                          *
                               ------------------------
                               Jerry W. Johnson
                               Director


                                          *
                               ------------------------
                               Joachim M. Paladino
                               Director


                               ------------------------
                               James R. Stojak
                               Director


*    Eugene D. Rowenhorst,  by signing his name hereto,  does sign this document
     on behalf of the persons  indicated  above  pursuant to a power of attorney
     duly executed by such person and  previously  filed with the Securities and
     Exchange Commission.


                                       By: /s/ Eugene D. Rowenhorst
                                           ------------------------
                                               Eugene D. Rowenhorst
                                               Attorney-in-Fact


                                       7