EXHIBIT 24.1

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or
Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national
association, hereby constitutes and appoints each of GREGORY C. EHLKE, PETER M.
GALLANT, HEIDI G. MILLER, JOHN F. RICE and MARTIN A. WATERS his true and lawful
attorney and agent, in the name and on behalf of the undersigned, to do any and
all acts and things in connection with the registration statement dated the date
hereof (the "Registration Statement") to be filed with the United States
Securities and Exchange Commission or the Office of the Comptroller of the
Currency, including specifically, but without limiting the generality of the
foregoing, the power and authority to execute the Registration Statement in the
name of the undersigned in his capacity as Director and/or Officer of Citicorp
and/or Citibank, N.A., any and all amendments, including post-effective
amendments, to the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement or amendments
thereto, any and all documents and instruments which the said attorney and agent
may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to
comply with the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, and any rules and regulations and requirements of the
United States Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the Currency, and any
and all documents and instruments which the said attorney and agent may deem
necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with
the securities or other similar laws of jurisdictions outside of the United
States of America in respect thereof; and

         HEREBY RATIFIES AND CONFIRMS all that the said attorneys and agents, or
any of them, has done, shall do or cause to be done by virtue hereof.


         IN WITNESS WHEREOF, the undersigned has hereunto set his hand.


Dated:   February 16, 1999.

                                                  /s/ John S. Reed
                                                  ----------------------------
                                                  Name:  John S. Reed
                                                  Title: Chairman and Director


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or
Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national
association, hereby constitutes and appoints each of GREGORY C. EHLKE, PETER M.
GALLANT, HEIDI G. MILLER, JOHN F. RICE and MARTIN A. WATERS his true and lawful
attorney and agent, in the name and on behalf of the undersigned, to do any and
all acts and things in connection with the registration statement dated the date
hereof (the "Registration Statement") to be filed with the United States
Securities and Exchange Commission or the Office of the Comptroller of the
Currency, including specifically, but without limiting the generality of the
foregoing, the power and authority to execute the Registration Statement in the
name of the undersigned in his capacity as Director and/or Officer of Citicorp
and/or Citibank, N.A., any and all amendments, including post-effective
amendments, to the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement or amendments
thereto, any and all documents and instruments which the said attorney and agent
may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to
comply with the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, and any rules and regulations and requirements of the
United States Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the Currency, and any
and all documents and instruments which the said attorney and agent may deem
necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with
the securities or other similar laws of jurisdictions outside of the United
States of America in respect thereof; and

         HEREBY RATIFIES AND CONFIRMS all that the said attorneys and agents, or
any of them, has done, shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand.


Dated:      February 16, 1999.


                                               /s/ Paul J. Collins
                                               ----------------------
                                               Name:  Paul J. Collins
                                               Title: Director


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or
Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national
association, hereby constitutes and appoints each of GREGORY C. EHLKE, PETER M.
GALLANT, HEIDI G. MILLER, JOHN F. RICE and MARTIN A. WATERS his true and lawful
attorney and agent, in the name and on behalf of the undersigned, to do any and
all acts and things in connection with the registration statement dated the date
hereof (the "Registration Statement") to be filed with the United States
Securities and Exchange Commission or the Office of the Comptroller of the
Currency, including specifically, but without limiting the generality of the
foregoing, the power and authority to execute the Registration Statement in the
name of the undersigned in his capacity as Director and/or Officer of Citicorp
and/or Citibank, N.A., any and all amendments, including post-effective
amendments, to the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement or amendments
thereto, any and all documents and instruments which the said attorney and agent
may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to
comply with the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, and any rules and regulations and requirements of the
United States Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the Currency, and any
and all documents and instruments which the said attorney and agent may deem
necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with
the securities or other similar laws of jurisdictions outside of the United
States of America in respect thereof; and

         HEREBY RATIFIES AND CONFIRMS all that the said attorneys and agents, or
any of them, has done, shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand.


Dated:  February 16, 1999.

                                               /s/ William R. Rhodes
                                               ---------------------------------
                                               Name: William R. Rhodes
                                               Title: Vice Chairman and Director


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or
Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national
association, hereby constitutes and appoints each of GREGORY C. EHLKE, PETER M.
GALLANT, HEIDI G. MILLER, JOHN F. RICE and MARTIN A. WATERS his true and lawful
attorney and agent, in the name and on behalf of the undersigned, to do any and
all acts and things in connection with the registration statement dated the date
hereof (the "Registration Statement") to be filed with the United States
Securities and Exchange Commission or the Office of the Comptroller of the
Currency, including specifically, but without limiting the generality of the
foregoing, the power and authority to execute the Registration Statement in the
name of the undersigned in his capacity as Director and/or Officer of Citicorp
and/or Citibank, N.A., any and all amendments, including post-effective
amendments, to the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement or amendments
thereto, any and all documents and instruments which the said attorney and agent
may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to
comply with the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, and any rules and regulations and requirements of the
United States Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the Currency, and any
and all documents and instruments which the said attorney and agent may deem
necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with
the securities or other similar laws of jurisdictions outside of the United
States of America in respect thereof; and

         HEREBY RATIFIES AND CONFIRMS all that the said attorneys and agents, or
any of them, has done, shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand.


Dated:   February 16, 1999.

                                               /s/ H. Onno Ruding
                                               --------------------------------
                                               Name: H. Onno Ruding
                                               Title: Vice Chairman and Director


<PAGE>

                               POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or
Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national
association, hereby constitutes and appoints each of GREGORY C. EHLKE, PETER M.
GALLANT, HEIDI G. MILLER, JOHN F. RICE and MARTIN A. WATERS his true and lawful
attorney and agent, in the name and on behalf of the undersigned, to do any and
all acts and things in connection with the registration statement dated the date
hereof (the "Registration Statement") to be filed with the United States
Securities and Exchange Commission or the Office of the Comptroller of the
Currency, including specifically, but without limiting the generality of the
foregoing, the power and authority to execute the Registration Statement in the
name of the undersigned in his capacity as Director and/or Officer of Citicorp
and/or Citibank, N.A., any and all amendments, including post-effective
amendments, to the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement or amendments
thereto, any and all documents and instruments which the said attorney and agent
may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to
comply with the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, and any rules and regulations and requirements of the
United States Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the Currency, and any
and all documents and instruments which the said attorney and agent may deem
necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with
the securities or other similar laws of jurisdictions outside of the United
States of America in respect thereof; and

         HEREBY RATIFIES AND CONFIRMS all that the said attorneys and agents, or
any of them, has done, shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand.


Dated:   February 16, 1999.

                                        /s/ Victor J. Menezes
                                        ---------------------------------------
                                        Name:  Victor J. Menezes
                                        Title: Director and Corporate Executive
                                                Vice President


<PAGE>

                               POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or
Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national
association, hereby constitutes and appoints each of GREGORY C. EHLKE, PETER M.
GALLANT, HEIDI G. MILLER, JOHN F. RICE and MARTIN A. WATERS his true and lawful
attorney and agent, in the name and on behalf of the undersigned, to do any and
all acts and things in connection with the registration statement dated the date
hereof (the "Registration Statement") to be filed with the United States
Securities and Exchange Commission or the Office of the Comptroller of the
Currency, including specifically, but without limiting the generality of the
foregoing, the power and authority to execute the Registration Statement in the
name of the undersigned in his capacity as Director and/or Officer of Citicorp
and/or Citibank, N.A., any and all amendments, including post-effective
amendments, to the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement or amendments
thereto, any and all documents and instruments which the said attorney and agent
may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to
comply with the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, and any rules and regulations and requirements of the
United States Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the Currency, and any
and all documents and instruments which the said attorney and agent may deem
necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with
the securities or other similar laws of jurisdictions outside of the United
States of America in respect thereof; and

         HEREBY RATIFIES AND CONFIRMS all that the said attorneys and agents, or
any of them, has done, shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand.


Dated:   February 16, 1999.

                                               /s/ Robert I. Lipp
                                               --------------------
                                               Name: Robert I. Lipp
                                               Title: Director


<PAGE>

                               POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or
Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national
association, hereby constitutes and appoints each of GREGORY C. EHLKE, PETER M.
GALLANT, HEIDI G. MILLER, JOHN F. RICE and MARTIN A. WATERS his true and lawful
attorney and agent, in the name and on behalf of the undersigned, to do any and
all acts and things in connection with the registration statement dated the date
hereof (the "Registration Statement") to be filed with the United States
Securities and Exchange Commission or the Office of the Comptroller of the
Currency, including specifically, but without limiting the generality of the
foregoing, the power and authority to execute the Registration Statement in the
name of the undersigned in his capacity as Director and/or Officer of Citicorp
and/or Citibank, N.A., any and all amendments, including post-effective
amendments, to the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement or amendments
thereto, any and all documents and instruments which the said attorney and agent
may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to
comply with the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, and any rules and regulations and requirements of the
United States Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the Currency, and any
and all documents and instruments which the said attorney and agent may deem
necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with
the securities or other similar laws of jurisdictions outside of the United
States of America in respect thereof; and

         HEREBY RATIFIES AND CONFIRMS all that the said attorneys and agents, or
any of them, has done, shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand.


Dated:   February 16, 1999.

                                               /s/ Heidi G. Miller
                                               ------------------------------
                                               Name: Heidi G. Miller
                                               Title: Chief Financial Officer


<PAGE>