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) _______
                           __________________________

             UNITED STATES TRUST COMPANY OF NEW YORK (Exact name of
                      trustee as specified in its charter)

                  New York                                 13-3818954
       (Jurisdiction of incorporation                  (I. R. S. Employer
        if not a U. S. national bank)                  Identification No.)

            114 West 47th Street                           10036-1532
             New York,  New York                           (Zip Code)
            (Address of principal
             executive offices)

                           __________________________

                                    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                                10043
             New York, New York                            (Zip code)
  (Address of principal executive offices)

                           __________________________

                                      Notes
                       (Title of the indenture securities)

================================================================================

<PAGE>

                                      - 2 -


                                     GENERAL


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.

          Federal Reserve Bank of New York (2nd District), New York, New York
              (Board of Governors of the Federal Reserve System)
          Federal Deposit Insurance Corporation, Washington, D.C.
          New York State Banking Department, Albany, New York

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

          The trustee is authorized to exercise corporate trust powers.

2.  Affiliations with the Obligor

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

           None

3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15:

    Citicorp currently is not in default under any of its outstanding securities
    for which United States Trust Company of New York is Trustee. Accordingly,
    responses to Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of Form
    T-1 are not required under General Instruction B.


16. List of Exhibits

    T-1.1   --     Organization Certificate, as amended, issued by the
                   State of New York Banking Department to transact business
                   as a Trust Company, is incorporated by reference to
                   Exhibit T-1.1 to Form T-1 filed on September 15, 1995 with
                   the Commission pursuant to the Trust Indenture Act of
                   1939, as amended by the Trust Indenture Reform Act of 1990
                   (Registration No. 33-97056).

    T-1.2   --     Included in Exhibit T-1.1.

    T-1.3   --     Included in Exhibit T-1.1.

<PAGE>

                                      - 3 -

16. List of Exhibits
    (cont'd)

    T-1.4   --     The By-Laws of United States Trust Company of New York, as
                   amended, is incorporated by reference to Exhibit T-1.4 to
                   Form T-1 filed on September 15, 1995 with the Commission
                   pursuant to the Trust Indenture Act of 1939, as amended by
                   the Trust Indenture Reform Act of 1990 (Registration No.
                   33-97056).

    T-1.6   --     The consent of the trustee required by Section 321(b) of the
                   Trust Indenture Act of 1939, as amended by the Trust
                   Indenture Reform Act of 1990.

    T-1.7   --     A copy of the latest report of condition of the trustee
                   pursuant to law or the requirements of its supervising or
                   examining authority.

NOTE

As of July 8, 1997, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U.S. Trust
Corporation. The term "trustee" in Item 2, refers to each of United States Trust
Company of New York and its parent company, U. S. Trust Corporation.

In answering Item 2 in this statement of eligibility as to matters peculiarly
within the knowledge of the obligor or its directors, the trustee has relied
upon information furnished to it by the obligor and will rely on information to
be furnished by the obligor and the trustee disclaims responsibility for the
accuracy or completeness of such information.

                               __________________

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
United States Trust Company of New York, 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.

UNITED STATES TRUST COMPANY
     OF NEW YORK, Trustee

By:  /s/James E. Logan
   ------------------------
        James E. Logan
        Vice President

<PAGE>

                                                                   Exhibit T-1.6
                                                                   -------------

        The consent of the trustee required by Section 321(b) of the Act.

                     United States Trust Company of New York
                              114 West 47th Street
                               New York, NY 10036


September 1, 1995


Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC  20549

Gentlemen:

Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, and subject to the
limitations set forth therein, United States Trust Company of New York ("U.S.
Trust") hereby consents that reports of examinations of U.S. Trust by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.


Very truly yours,


UNITED STATES TRUST COMPANY
     OF NEW YORK


        _______________________
By:     /S/Gerard F. Ganey
        Senior Vice President

<PAGE>

                                                                   EXHIBIT T-1.7

                     UNITED STATES TRUST COMPANY OF NEW YORK
                       CONSOLIDATED STATEMENT OF CONDITION
                                 MARCH 31, 1997
                                 --------------
                                 (IN THOUSANDS)
ASSETS
Cash and Due from Banks                                          $   59,856

Short-Term Investments                                              213,333

Securities, Available for Sale                                      968,413

Loans                                                             1,370,272
Less:  Allowance for Credit Losses                                   13,614
     Net Loans                                                    1,356,658
Premises and Equipment                                               61,183
Other Assets                                                        125,938
                                                                 ----------
     Total Assets                                                $2,785,381

LIABILITIES
Deposits:
     Non-Interest Bearing                                        $  480,539
     Interest Bearing                                             1,738,130
                                                                 ----------
        Total Deposits                                            2,218,669

Short-Term Credit Facilities                                        271,567
Accounts Payable and Accrued Liabilities                            131,642
                                                                 ----------
     Total Liabilities                                           $2,621,878
                                                                 ==========

STOCKHOLDER'S EQUITY
Common Stock                                                         14,995
Capital Surplus                                                      42,541
Retained Earnings                                                   101,577
Unrealized Gains (Losses) on Securities
     Available for Sale, Net of Taxes                               (2,610)
                                                                 ----------
Total Stockholder's Equity                                          163,503
                                                                 ----------
    Total Liabilities and
     Stockholder's Equity                                        $2,785,381
                                                                 ==========

I, Richard E. Brinkmann, Senior Vice President & Comptroller of the named bank
do hereby declare that this Statement of Condition has been prepared in
conformance with the instructions issued by the appropriate regulatory authority
and is true to the best of my knowledge and belief.

Richard E. Brinkmann, SVP & Controller

June 22, 1997