Exhibit 25(d)

                       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) X

                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)


        Delaware                                         51-0055023
(State of incorporation)                 (I.R.S. employer identification no.)

                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)

                                    CITICORP
                              CITICORP CAPITAL III

               (Exact name of obligor as specified in its charter)

                                                       13-2614988
        Delaware                                    To be applied for
(State of incorporation)                    (I.R.S. employer identification no.)

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


                  Preferred Securities of Citicorp Capital III
                       (Title of the indenture securities)

<PAGE>

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.

                    Federal Deposit Insurance Co.      State Bank Commissioner
                    Five Penn Center                   Dover, Delaware
                    Suite #2901
                    Philadelphia, PA

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

                    The  trustee  is  authorized  to  exercise  corporate  trust
            powers.

ITEM 2.     AFFILIATIONS WITH THE OBLIGOR.

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

                    Based upon an  examination  of the books and  records of the
            trustee and upon information  furnished by the obligor,  the obligor
            is not an affiliate of the trustee.

ITEM 3.  LIST OF EXHIBITS.

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

            A.      Copy of the  Charter  of  Wilmington  Trust  Company,  which
                    includes the  certificate  of authority of Wilmington  Trust
                    Company  to  commence  business  and  the  authorization  of
                    Wilmington Trust Company to exercise corporate trust powers.
            B.      Copy of By-Laws of Wilmington Trust Company.
            C.      Consent of Wilmington Trust Company required by Section 
                    321(b) of Trust Indenture Act.
            D.      Copy of most recent Report of Condition of Wilmington Trust
                    Company.

            Pursuant to the  requirements of the Trust Indenture Act of 1939, as
amended,  the trustee,  Wilmington  Trust Company,  a corporation  organized and
existing  under  the  laws of  Delaware,  has  duly  caused  this  Statement  of
Eligibility  to be  signed  on its  behalf by the  undersigned,  thereunto  duly
authorized,  all in the City of Wilmington and State of Delaware on the 11th day
of November, 1996.

                                         WILMINGTON TRUST COMPANY
[SEAL]

Attest: /s/ I. A. Lennon                 By:/s/ Thomas P. Laskaris
       Assistant Secretary               Name:  Thomas P. Laskaris
                                         Title:  Vice President

                                       2

<PAGE>

                                   EXHIBIT C


                             Section 321(b) Consent


            Pursuant to Section  321(b) of the Trust  Indenture  Act of 1939, as
amended,  Wilmington  Trust Company hereby consents that reports of examinations
by Federal, State,  Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.



                                    WILMINGTON TRUST COMPANY


Dated: November 11, 1996            By: /s/ Thomas P. Laskaris
                                        ----------------------
                                    Name: Thomas P. Laskaris
                                    Title: Vice President