UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
DC 20549
 
 
 FORM
10-K
 
 ANNUAL
REPORT
 PURSUANT
TO SECTIONS 13 OR 15(d)
 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
 (Mark
One)
 
 T
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
fiscal year ended December 31,
2008
 
 OR
 
 £
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
transition period from  to
 
 Commission
file number 333-145532-03
 
 Citicorp
      Mortgage Securities Trust, Series 2008-2(Exact
      name of issuing entity as specified in its charter)Citicorp
      Mortgage Securities, Inc.(Exact
      name of depositor as specified in its charter)CitiMortgage,
      Inc.(Exact
      name of sponsor as specified in its
charter)
 
 New
      York
                  
                  80-0214715
      and 80-0214718(State
      or Other Jurisdiction of Incorporation or Organization of Issuing
      Entity)
                  
                  (I.R.S.
      Employer Identification Number of Issuing Entity)1000
      Technology Drive, O’Fallon, Missouri
                  
                  63368-2240(Address
      of Principal Executive
                    Offices
      of Issuing Entity)
                  
                  (Zip
      Code)
 
 
 Registrant’s
telephone number, including area code: (636) 261-1313
 Securities
Registered pursuant to Section 12(b) of the Exchange
Act:  None
 Securities
Registered pursuant to Section 12(g) of the
Act:  None
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
 Yes £No T
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
 Yes £No T
 
 Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or 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 TNo £
  
 1
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 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.  £ [Item 405 of
Regulation S-K is not applicable.]
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act:
 Large
      Accelerated Filer  £
                
                Accelerated
      Filer £Non-Accelerated
      Filer T
                
                Smaller
      reporting company £
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 £
Yes   TNo
 
 State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.   [Not applicable.]
  PART
I
 
 The
following items have been omitted pursuant to General Instruction J. to Form
10-K:
 
 
 Item
      1.
                
                BusinessItem
      1A.
                
                Risk
      FactorsItem
      2.
                
                PropertiesItem
      3.
                
                Legal
      ProceedingsItem
      4.
                
                Submission
      of Matters to a Vote of Security
Holders
 
 Item
1B.  Unresolved Staff Comments
 
 None.
 
 The
following substitute information is provided in accordance with General
Instruction J. to Form 10-K:
 
 Item 1112(b) of Regulation AB
(Significant obligors of pool
assets)
 
 No single
obligor represents more than 10% of the pool assets held by the issuing
entity.
 
 Item 1114(b)(2) of Regulation
AB (Credit enhancement
and other support, except for certain derivative instruments) (Information
regarding significant enhancement providers)
 
 No entity
or group of affiliated entities provides any external credit enhancement for the
certificates issued by the issuing entity.
 
 Item 1115(b) of Regulation AB
(Certain derivative
instruments)
 
 No entity
or group of affiliated entities provides derivative instruments having a
significance percentage of 10% or more.
 
 Item
1117 of Regulation AB (Legal Proceedings)
 
 There are
no legal proceedings that would be material to investors against the sponsor,
the depositor, the issuing entity, Citibank, N.A. (the paying agent,
authenticating agent and certificate registrar for the issuing entity), or to
CitiMortgage, Inc.’s knowledge, the trustee, nor does CitiMortgage, Inc. know of
any such proceeding contemplated by any governmental authorities.
  2
  PART
II
 
 The
following items have been omitted pursuant to General Instruction J. of Form
10-K:
 
 
 Item
      5.
                
                Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity SecuritiesItem
      6.
                
                Selected
      Financial DataItem
      7.
                
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      OperationsItem
      7A.
                
                Quantitative
      and Qualitative Disclosures About Market RiskItem
      8.
                
                Financial
      Statements and Supplementary DataItem
      9.
                
                Changes
      in Disagreements With Accountants on Accounting and Financial
      DisclosureItem
      9A.
                
                Controls
      and Procedures
 
 
 Item
9B.                   Other
Information
 
 
 None.
 
 PART
III
 
 The
following items have been omitted pursuant to General Instruction J. of Form
10-K:
 Item
      10.
                  
                  Directors,
      Executive Officers and Corporate GovernanceItem
      11.
                  
                  Executive
      CompensationItem
      12.
                  
                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder MattersItem
      13.
                  
                  Certain
      Relationships and Related Transactions, and Director
      IndependenceItem
      14.
                  
                  Principal
      Accounting Fees and
Services
  The
following substitute information is provided in accordance with General
Instruction J. to Form 10-K:
 
 Item 1119 of Regulation AB
(Affiliations and certain
relationships and related transactions)
 
 The
information regarding this item has been filed in a 424(b)(5) filing dated June
27, 2008.
 
 Item 1122 of Regulation AB
(Compliance with applicable
servicing criteria)
 
 The
reports required by Item 1122(a) and (b) of, or relating to, all parties
determined by the registrant to be participating in the servicing function with
respect to the issuing entity are attached to this Form 10-K as Exhibits 33.1.1,
33.1.2, 33.1.3, 34.1.1, 34.1.2 and 34.1.3.
 
 The
Agency and Trust division of Citibank, N.A. disclosed the following material
noncompliance with criteria applicable to them during the year ended December
31, 2008: 1122(d)(2)(i)
Payments on pool assets are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the transaction
agreements.  With respect to certain transactions for which the
transaction documents require that funds be deposited into the custodial bank
accounts on the day funds are received by the Company, funds were not deposited
into the custodial bank accounts in accordance with the terms of the transaction
documents.
 
 The
Agency and Trust division of Citibank, N.A. disclosed the following management
response with criteria applicable to them during the year ended December 31,
2008: 1122(d)(2)(i) Payments
on pool assets are deposited into the appropriate custodial bank accounts and
related bank clearing accounts no more than two business days following receipt,
or such other number of days specified in the transaction
agreements.  Management believes the process in place ensures
with reasonable certainty that although certain funds received by the Company
were not deposited in accordance with the timing required by the transaction
agreements, these funds were deposited into the custodial account such that any
payments to any security holder or to any transaction party were unaffected by
the aforementioned delay.
  3
  Item
1123 of Regulation AB (Servicer compliance statement)
 
 The
statement required by Item 1123 is attached to this Form 10-K as Exhibit
35.1.
 
 
 PART
IV


Item
      15.
                    
                    Exhibits,
      Financial Statements Schedules(a)(1)
                    Not
      applicable.(a)(2)
                    Not
      applicable.(a)(3)
                    Exhibits
 Exhibit
      Number
                      Description4.1
                      Pooling
      and Servicing Agreement, dated as of June 1, 2008, incorporated by
      reference from Exhibit 4.1 of the Issuing Entity’s Current Report on Form
      8-K filed with the Commission on July 9, 2008.10.1
                      Form
      of Mortgage Loan Purchase Agreement, dated June 1, 2008, incorporated by
      reference from Exhibit 10.1 of the Issuing Entity’s Current Report on Form
      8-K filed with the Commission on July 9, 2008.31.1
                      Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant
      rules and regulations of the Commission, dated March 30,
    2009.33.1.1
                      Management
      Assessment of Compliance with Applicable Servicing Criteria, dated
      February 20, 2009, of CitiMortgage, Inc. utilizing the Citilink
      system.33.1.2
                      Management
      Assertion of Compliance, dated February 27, 2009, of the Agency and Trust
      division of Citibank, N.A.33.1.3
                      Management
      Assessment of Compliance with Applicable Servicing Criteria, dated
      February 20, 2009, of Citibank, N.A.34.1.1
                      Report
      of Independent Registered Public Accounting Firm, dated February 20, 2009,
      of KPMG LLP, relating to Exhibit 33.1.1.34.1.2
                      Report
      of Independent Registered Public Accounting Firm, dated February 27, 2009,
      of KPMG LLP, relating to Exhibit 33.1.2.34.1.3
                      Report
      of Independent Registered Public Accounting Firm, dated February 20, 2009,
      of KPMG LLP, relating to Exhibit 33.1.3.35.1
                      Servicer
      Compliance Statement of CitiMortgage, Inc., dated February 20,
      2009.
  4
  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 Trust, Series 2008-2By:
                        CitiMortgage, Inc., as
      ServicerBy:
                        /s/ Herb GoverHerb
      GoverSenior
      Vice PresidentSenior
      Officer in Charge of
Servicing
 
 March 30,
2009
  5
  Index to
Exhibits
 
 Exhibit
      Number
                    Description4.1
                    Pooling
      and Servicing Agreement, dated as of June 1, 2008, incorporated by
      reference from Exhibit 4.1 of the Issuing Entity’s Current Report on Form
      8-K filed with the Commission on July 9, 2008.10.1
                    Form
      of Mortgage Loan Purchase Agreement, dated June 1, 2008, incorporated by
      reference from Exhibit 10.1 of the Issuing Entity’s Current Report on Form
      8-K filed with the Commission on July 9, 2008.31.1
                    Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant
      rules and regulations of the Commission, dated March 30,
    2009.33.1.1
                    Management
      Assessment of Compliance with Applicable Servicing Criteria, dated
      February 20, 2009, of CitiMortgage, Inc. utilizing the Citilink
      system.33.1.2
                    Management
      Assertion of Compliance, dated February 27, 2009, of the Agency and Trust
      division of Citibank, N.A.33.1.3
                    Management
      Assessment of Compliance with Applicable Servicing Criteria, dated
      February 20, 2009, of Citibank, N.A.34.1.1
                    Report
      of Independent Registered Public Accounting Firm, dated February 20, 2009,
      of KPMG LLP, relating to Exhibit 33.1.1.34.1.2
                    Report
      of Independent Registered Public Accounting Firm, dated February 27, 2009,
      of KPMG LLP, relating to Exhibit 33.1.2.34.1.3
                    Report
      of Independent Registered Public Accounting Firm, dated February 20, 2009,
      of KPMG LLP, relating to Exhibit 33.1.3.35.1
                    Servicer
      Compliance Statement of CitiMortgage, Inc., dated February 20,
      2009.


6