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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
                    ----------------------------------------

                            THE CHASE MANHATTAN BANK
               (Exact name of trustee as specified in its charter)


New York                                                             13-4994650
(State of incorporation                                        (I.R.S. employer
if not a national bank)                                     identification No.)

270 Park Avenue
New York, New York                                                        10017
(Address of principal executive offices)                             (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)
                  ---------------------------------------------
                                    Citicorp
               (Exact name of obligor as specified in its charter)

Delaware                                                             13-2614988
(State or other jurisdiction of                                (I.R.S. employer
incorporation or organization)                              identification No.)

399 Park Avenue
New York, New York                                                        10043
(Address of principal executive offices)                             (Zip Code)


                             Subordinated Securities
                       (Title of the indenture securities)

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                                     GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

          (a) Name and address of each  examining  or  supervising  authority to

              which it is  subject.  New York State  Banking  Department,  State

              House,  Albany,  New York 12110. Board of Governors of the Federal

              Reserve System,  Washington,  D.C.,  20551 Federal Reserve Bank of

              New  York,  District  No. 2, 33  Liberty  Street,  New York,  N.Y.

              Federal Deposit Insurance Corporation, Washington, D.C., 20429.


         (b)  Whether it is authorized to exercise corporate trust powers.

              Yes.


Item 2.  Affiliations with the Obligor.

         If the  obligor is an  affiliate  of the  trustee,  describe  each such
affiliation.

         None.


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Item 16.   List of Exhibits

           List  below  all  exhibits  filed  as a part  of  this  Statement  of
Eligibility.

           1. A copy of the  Articles  of  Association  of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980,  September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed  in  connection  with  Registration  Statement  No.  333-06249,  which  is
incorporated by reference).

           2. A copy of the  Certificate of Authority of the Trustee to Commence
Business  (see  Exhibit  2 to Form T-1  filed in  connection  with  Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection  with the  merger  of  Chemical  Bank and The  Chase  Manhattan  Bank
(National  Association),  Chemical Bank, the surviving corporation,  was renamed
The Chase Manhattan Bank).

           3. None,  authorization  to exercise  corporate  trust  powers  being
contained in the documents identified above as Exhibits 1 and 2.

           4. A copy of the  existing  By-Laws of the Trustee  (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

           5.  Not applicable.

           6. The consent of the Trustee  required by Section  321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with  Registration  Statement No.
33-50010,  which is incorporated  by reference.  On July 14, 1996, in connection
with  the  merger  of  Chemical  Bank and The  Chase  Manhattan  Bank  (National
Association),  Chemical Bank, the surviving  corporation,  was renamed The Chase
Manhattan Bank).

           7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

           8.  Not applicable.

           9.  Not applicable.

                                    SIGNATURE

   Pursuant to the  requirements of the Trust Indenture Act of 1939 the Trustee,
The Chase Manhattan Bank, a corporation organized and existing under the laws of
the State of New York,  has duly  caused this  statement  of  eligibility  to be
signed on its behalf by the undersigned,  thereunto duly authorized,  all in the
City of New York and State of New York, on the 21st day of January, 1997.

                                                 THE CHASE MANHATTAN BANK


                                                 By /s/ P.J. Gilkeson
                                                     P. J. Gilkeson
                                                     Vice President


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                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            The Chase Manhattan Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

           at the close of business September 30, 1996, in accordance
     with a call made by the Federal Reserve Bank of this District pursuant
                  to the provisions of the Federal Reserve Act.


                                                                 Dollar Amounts
                    ASSETS                                        in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ...............................................$  11,095
     Interest-bearing balances .......................................    4,998
Securities:...........................................................
Held to maturity securities...........................................    3,231
Available for sale securities.........................................   38,078
Federal Funds sold and securities purchased under
     agreements to resell in domestic offices of the
     bank and of its Edge and Agreement subsidiaries,
     and in IBF's:
     Federal funds sold ..............................................    8,018
     Securities purchased under agreements to resell .................      731
Loans and lease financing receivables:
     Loans and leases, net of unearned income  $130,513
     Less: Allowance for loan and lease losses    2,938
     Less: Allocated transfer risk reserve ....      27
     Loans and leases, net of unearned income,
     allowance, and reserve ..........................................  127,548
Trading Assets
 ......................................................................   48,576
Premises and fixed assets (including capitalized
     leases)..........................................................    2,850
Other real estate owned ..............................................      300
Investments in unconsolidated subsidiaries and
     associated companies.............................................       92
Customer's liability to this bank on acceptances
     outstanding......................................................    2,777
Intangible assets.....................................................    1,361
Other assets..........................................................   12,204
                                                                         ------

TOTAL ASSETS..........................................................$ 261,859
                                                                      =========


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                                   LIABILITIES

Deposits
     In domestic offices .............................................$  80,163
     Noninterest-bearing ...............................$ 30,596
     Interest-bearing ..................................  49,567
     In foreign offices, Edge and Agreement subsidiaries,
     and IBF's........................................................   65,173
Noninterest-bearing.....................................$  3,616
     Interest-bearing ..................................  61,557

Federal funds  purchased and securities  sold under  agreements to repurchase in
domestic offices of the bank and
     of its Edge and Agreement subsidiaries, and in IBF's
     Federal funds purchased .........................................   14,594
     Securities sold under agreements to repurchase ..................   14,110
Demand notes issued to the U.S. Treasury .............................    2,200
Trading liabilities...................................................   30,136
Other Borrowed money:
     With a remaining maturity of one year or less ...................   16,895
     With a remaining maturity of more than one year..................      449
Mortgage indebtedness and obligations under capitalized
     leases...........................................................       49
Bank's liability on acceptances executed and outstanding..............    2,764
Subordinated notes and debentures ....................................    5,471
Other liabilities.....................................................   13,997

TOTAL LIABILITIES.....................................................  246,001
                                                                        -------

Limited-Life Preferred stock and related surplus                            550

                                  EQUITY CAPITAL

Common stock..........................................................    1,209
Surplus...............................................................   10,176
Undivided profits and capital reserves ...............................    4,385
Net unrealized holding gains (Losses)
on available-for-sale securities .....................................     (481)
Cumulative foreign currency translation adjustments ..................       19

TOTAL EQUITY CAPITAL .................................................   15,308
                                                                         ------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
     STOCK AND EQUITY CAPITAL ........................................$ 261,859
                                                                     ==========
I, Joseph L. Sclafani,  S.V.P. & Controller of the  above-named  bank, do hereby
declare that this Report of Condition has been prepared in conformance  with the
instructions issued by the appropriate Federal regulatory  authority and is true
to the best of my knowledge and belief.

                               JOSEPH L. SCLAFANI

We, the  undersigned  directors,  attest to the  correctness  of this  Report of
Condition  and declare  that it has been  examined by us, and to the best of our
knowledge  and belief has been  prepared in  conformance  with the  instructions
issued by the appropriate Federal regulatory authority and is true and correct.

                                    WALTER V. SHIPLEY        )
                                    EDWARD D. MILLER         )DIRECTORS
                                    THOMAS G. LABRECQUE      )

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