Registration statement relating to these securities has been filed with the securities and exchange commission. These securities may not be sold nor may offers to buy be accepted without the delivery of a final prospectus supplement and accompanying prospectus. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Prospectus Citicorp mortgage securities, inc.


REMIC pass-through certificates

Citicorp mortgage securities, inc. (the “issuer”) may sell from time to time,on terms to be determined at the time of sale, one or more series (each, a”series”) of certificates (the “certificates”) consisting of one or more classes (each, a “class”) evidencing ownership interests in a trust (the”trust”), to be created by the issuer, with respect to which one or more-elections will be made to treat such trust, or one or more segregated pools of assets within such trust, as one or more real estate mortgage investmentconduits (each, a “remic”) under the internal revenue code of 1986, as it maybe amended from time to time (the “code”). The property of each such remic will consist of a pool of assets (for each series, a “pool”), or interests inanother remic consisting of a pool, comprised primarily of mortgage loans rmortgage-backed certificates conveyed to such trust by the issuer. Any class ofcertificates may be divided into two or more subclasses (each, a “subclass”).The certificates will consist of one or more classes or subclasses of regularinterests (collectively, the “citicertificates”), and of one class or onesubclass of residual interests with respect to each pool (the “residualcertificates”).

Each class or subclass of certificates will evidence beneficialownership of a specified percentage (which may be 0%) or portion of futureinterest payments and a specified percentage (which may be 0%) or portion offuture principal payments on the mortgage loans or mortgage certificates in therelated pool. One or more classes or subclasses of citicertificates may besubject to deferred distribution of interest (“accrual citicertificates”). Ifso specified in the applicable prospectus supplement, a series (a”senior/subordinated series”) may consist of one or more classes or subclassesof certificates subordinate in right of distributions (the “subordinatedcertificates”) to one or more other classes or subclasses (the “seniorcertificates”).

If so specified in the applicable prospectus supplement, inaddition to or in lieu of subordination, credit support may be provided for anyclass of certificates in the form of a guaranty issued by citicorp or anotherguarantor (a “guaranty”), letter of credit, mortgage pool insurance policy oranother form of credit support as described herein and in the applicableprospectus supplement. The applicable prospectus supplement will set forth the specific terms ofeach class and/or subclass of certificates offered thereby, including (ifapplicable) the aggregate initial stated amount, the stated rate and the lastscheduled distribution date for each such class or subclass; the terms ofdistribution of accrued interest on any class or subclass of accrualciticertificates; the method used to calculate the aggregate amount ofdistributions in reduction of stated amount of any class or subclass ofcertificates required to be made on each distribution date and the method ofallocation thereof; the distribution dates; the characteristics of the mortgageloans or mortgage certificates comprising the pool; whether more than one remic election will be made; the terms of any special distributions or earlytermination applicable to the class or subclass; the terms of any creditsupport provided for a class or subclass; the terms of any subordination provided in a senior/subordinated series; the method of distribution of thecertificates; the terms of any distributions on residual certificates; and other specific terms of a class or subclass. Each pool will consist of (i) fixed or adjustable interest rate mortgage loans (“mortgage loans”) (a portion of the interest on each such mortgage loan may be retained by the issuer or an affiliate of the issuer) acquired by theissuer (a) from citicorp mortgage, inc. (“cmi”), citibank, n.a. (“citibank”) or citibank, federal savings bank (“cfsb”) or (b) from citimae, inc. (“citimae”) or one of its affiliates or a seller-servicer approved by citimae or one of itsaffiliates (collectively, the “citimae originators”) or (c) from another affiliate of the issuer specified in the applicable prospectus supplement (collectively with cmi, citibank and cfsb, the “affiliated originators”) or (d) from unaffiliated seller-servicers (the “third party originators” and collectively with the affiliated originators and the citimae originators, the “originators”), (which mortgage loans may be acquired by cmi and then acquired from cmi by the issuer), (ii) mortgage-backed certificates previously issued by the issuer or an affiliate of the issuer and described in the applicable prospectus supplement (“issuer certificates”), (iii) certificates backed by mortgage loans (together with issuer certificates, “citimortgagecertificates”), and/or (iv) gnma certificates, fnma certificates and/or fhlmc certificates (each as defined herein, and collectively, together with citimortgagecertificates, the “mortgage certificates”), together with certain other assets described herein or as otherwise described in the prospectus
supplement. The mortgage certificates may be guaranteed as to payment of principal and interest to the extent indicated herein and in the related prospectus supplement. The citimortgagecertificates may have the benefit of
credit support to the extent provided herein and in the related prospectus supplement.


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