SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)

                  X     Annual Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                 [ ]    Transition Report Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act of 1934 (No Fee Required)

                   For the Fiscal Year Ended December 31, 1998

                            Commission file numbers:
                                    333-43167

                       Citicorp Mortgage Securities, Inc.
            (Issuer in respect of the REMIC Pass-Through Certificates
                          Series 1998-1 through 1998-10)
                              (the "Certificates")
                              --------------------
             (Exact name of Registrant as specified in its charter)


                       Delaware                     13-3408713
            -------------------------------     ----------------
            (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         (Zip Code)
             offices)

Registrant's telephone number, including area code: (212) 559-6727.
                                                    -------------- 

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:  Certificates

      Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes  X  . No      .
                                                -----     -----

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [x]

<PAGE>

      State the aggregate market value of the voting stock held by
non-affiliates of the Registrant. The aggregate market value shall be computed
by reference to the price at which the stock was sold, or the average bid and
asked priced of such stock, as of a specified date within 60 days prior to the
date of filing. (See definition of affiliate in Rule 405). NOT APPLICABLE

<PAGE>


                                     PART I

Item 1.  Business

         Omitted pursuant to an exemptive order dated July 10, 1987 (the
"Exemptive Order").

Item 2.  Properties

         The Annual Statement of Compliance for the Registrant's REMIC
Pass-Through Certificates Series 1998-1 through 1998-10 is included as Exhibit
99(a)(1) hereto.

Item 3.  Legal Proceedings.

         The Registrant knows of no material pending legal proceedings involving
either the trusts evidenced by the Certificates, the Registrant, the custodians
(as to each trust, Citicorp Mortgage, Inc. ("CMI")), the subservicer (as to each
trust, CMI), or the trustee (as to the trust for Series 1998-1, 1998-3, 1998-5,
1998-7 and 1998-9, The Bank of New York, and as to the trust for Series 1998-2
and 1998-4, 1998-6, 1998-8 and 1998-10, State Street Bank and Trust Company)
with respect to each such trust, other than routine litigation incidental to the
business of the Registrant or each such custodian, subservicer or trustee.

Item 4.  Submission of Matters to a Vote of Security-Holders.

         None.


<PAGE>


                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.

         (a) To the best of Registrant's knowledge, there is no established
public trading market for the Certificates.

         (b) As of January 26, 1999, the number of holders of the Certificates
was as follows:

                                                                 Number of
                    Series                                        Holders
                    ------                                       ---------
                    1998-1                                          30
                    1998-2                                          73
                    1998-3                                          42
                    1998-4                                          20
                    1998-5                                          10
                    1998-6                                          26
                    1998-7                                          48
                    1998-8                                          24
                    1998-9                                          56
                    1998-10                                         30

         (c) Omitted pursuant to the Exemptive Order.

Item 6.  Selected Financial Data.

         Omitted pursuant to the Exemptive Order.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operation.

         Omitted pursuant to the Exemptive Order.

Item 8.  Financial Statements and Supplementary Data.

         In accordance with the Exemptive Order, the Annual Statement of
Compliance and the Annual Independent Accountant's Servicing Reports for the
Registrant's REMIC Pass-Through Certificates Series 1998-1 through 1998-10 are
included herein as Exhibits 99(a) (1) and 99(a) (2), respectively.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

         None.


                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

         Omitted pursuant to the Exemptive Order.

Item 11. Executive Compensation.

         Omitted pursuant to the Exemptive Order.



<PAGE>


Item 12. Security Ownership of Certain Beneficial Owners and Management.

         Omitted pursuant to the Exemptive Order.

Item 13. Certain Relationships and Related Transactions.

         Omitted pursuant to the Exemptive Order.


                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

         (a)      Exhibits

         1        The Registrant's Annual Statement of Compliance with respect
                  to the Certificates as to which Citicorp Mortgage, Inc.
                  ("CMI"), acts as subservicer.
                  (Exhibit 99(a)(1))


         2        Annual Independent Auditors' Servicing Report with respect to
                  the Certificates as to which CMI acts as subservicer.(Exhibit
                  99(a)(2))



         (b)      Current Reports on Form 8-K

                  The Registrant filed the following Current Reports on Form 8-K
during the fiscal year ended December 31, 1996:

<TABLE>
<CAPTION>

                  
                  Series                              Date of Report
                  ------                              --------------
                  <S>                                 <C>
                  CMSI 1998-1                         February 26, 1998
                  CMSI 1998-2                         April 24, 1998 and April 17, 1998
                  CMSI 1998-3                         May 28, 1998
                  CMSI 1998-4                         June 25, 1998
                  CMSI 1998-5                         June 29, 1998
                  CMSI 1997-6                         July 29, 1998 and July 21, 1998
                  CMSI 1997-7                         August 27, 1998 and August 21, 1998
                  CMSI 1998-8                         September 29, 1998 and September 22, 1998
                  CMSI 1998-9                         October 28, 1998 and October 26, 1998
                  CMSI 1998-10                        November 29, 1998 and November 18, 1998
</TABLE>

         The above Reports set forth under Item 2 thereof the "Detailed
Description of the Mortgage Pool and the Mortgaged Properties" relating to the
Series of Certificates to which such Reports relate.

         The above Reports set forth under Item 5 thereof the Computational
Materials (as defined in the no-action letter dated May 20, 1994 issued by the
Securities and Exchange Commission to Kidder Peabody Acceptance Corporation-I,
Kidder Peabody & Co. Incorporated and Kidder Structured Asset Corporation)
and/or Structural Term Sheets (as defined in the no-action letter dated February
17, 1995 issued by the Securities and Exchange Commission to the Public
Securities Association) that are required to be filed pursuant to such letters.


<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                  CITICORP MORTGAGE SECURITIES, INC.
                                  (Registrant)


                                  By:/s/ Andrew E. La Barbera
                                     ------------------------
                                  Name:  Andrew E. La Barbera
                                  Title: President


Dated:  March 31, 1999


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on March 28, 1998 by the following persons on
behalf of the Registrant in the capacities indicated.

         Signature                                   Capacity
         ---------                                   --------

 /s/ Andrew E. La Barbera                Chairman of the Board and a Director 
 -----------------------                 (Principal Executive Officer)
    (Andrew E. La Barbera)



 /s/ David W. Young                      Director
 ------------------
    (David W. Young)



-------------------                      Director
   (James Levites)


 /s/ John Outland                        Senior Vice President, Chief  Financial
 ----------------                        Officer  (Principal Financial Officer
    (John Outland)                       and Principal Accounting Officer)


<PAGE>



                                  EXHIBIT INDEX


Exhibit No.

99(a)(1)          The Registrant's Annual Statement of Compliance with respect
                  to the Registrant's REMIC Pass-Through Certificates as to
                  which CMI acts as subservicer.

99(a)(2)          Annual Independent Auditors' Servicing Report with respect to
                  the Registrant's Mortgage Pass-Through Certificates and REMIC
                  Pass-Through Certificates as to which CMI acts as subservicer.