___________________________________________________________________

                       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)
       ___________________________________________________________________

<PAGE>

                                     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.


                                      - 2 -
<PAGE>

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 9th day of July, 1997.

                                        THE CHASE MANHATTAN BANK


                                        By  /S/ P. J. Gilkeson
                                           ------------------------
                                            P. J. Gilkeson
                                            Vice President


                                      - 3 -

<PAGE>
                              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 March 31, 1997, 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 ...........................................    $ 11,721
    Interest-bearing balances ...................................       3,473
Securities:

Held to maturity
securities ......................................................       2,965
Available for sale securities ...................................      35,903
Federal Funds sold and securities purchased under
    agreements to resell ........................................      24,025
Loans and lease financing receivables:
    Loans and leases, net of unearned income ........... $123,957
    Less: Allowance for loan and lease losses ..........    2,853
    Less: Allocated transfer risk reserve ..............       13
                                                         --------
    Loans and leases, net of unearned income,
    allowance, and reserve ......................................     121,091
Trading Assets ..................................................      54,340
Premises and fixed assets (including capitalized
  leases) .......................................................       2,875
Other real estate owned .........................................         302
Investments in unconsolidated subsidiaries and
  associated companies ..........................................         139
Customers' liability to this bank on acceptances
  outstanding ...................................................       2,270
Intangible assets ...............................................       1,535
Other assets ....................................................      10,283
                                                                     --------
TOTAL ASSETS ....................................................    $270,922
                                                                     ========


                                      - 4 -
<PAGE>

                                   LIABILITIES

Deposits
    In domestic offices .........................................    $ 84,776
    Noninterest-bearing ................................  $32,492
    Interest-bearing ...................................   52,284
                                                          -------
    In foreign offices, Edge and Agreement subsidiaries,
    and IBF's ...................................................      69,171
    Noninterest-bearing ................................  $ 4,181
    Interest-bearing ...................................   64,990

Federal funds purchased and securities sold under
    agreements to repurchase ....................................      32,885
Demand notes issued to the U.S. Treasury ........................       1,000
Trading liabilities .............................................      42,538

Other Borrowed money (includes mortgage indebtedness
    and obligations under calitalized leases):
    With a remaining maturity of one year or less ...............       4,431
    With a remaining maturity of more than one year .............         466
Bank's liability on acceptances executed and outstanding ........       2,270
Subordinated notes and debentures ...............................       5,911
Other liabilities ...............................................      11,575

TOTAL LIABILITIES ...............................................     255,023
                                                                     --------

                                 EQUITY CAPITAL

Perpetual Preferred stock and related surplus ...................           0
Common stock ....................................................       1,211
Surplus (exclude all surplus related to preferred stock) ........      10,283
Undivided profits and capital reserves ..........................       4,941
Net unrealized holding gains (Losses)
    on available-for-sale securities ............................        (552)
Cumulative foreign currency translation adjustments .............          16

TOTAL EQUITY CAPITAL
                                                                       15,899
                                                                     --------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
    STOCK AND EQUITY CAPITAL ....................................    $270,922
                                                                     ========

I, Joseph L. Sclafani, E.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        )
                                       THOMAS G. LABRECQUE      ) DIRECTORS
                                       WILLIAM B. HARRISON, JR. )

                                      - 5 -