CITIBANK SOUTH DAKOTA N A
8-K, 1998-07-16
ASSET-BACKED SECURITIES
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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549



                                   FORM 8-K

                                Current Report

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


        Date of Report (Date of earliest event reported): July 16, 1998


                        Citibank (South Dakota), N.A.
                                 on behalf of
                      Citibank Credit Card Master Trust I
         (Issuer in respect of the Citibank Credit Card Master Trust I
      9 1/4% Class B Credit Card Participation Certificates, Series 1991-3
     7.875% Class A Credit Card Participation Certificates, Series 1991-6
      8.350% Class B Credit Card Participation Certificates, Series 1991-6
      5.95% Class A Credit Card Participation Certificates, Series 1993-2
      6.15% Class B Credit Card Participation Certificates, Series 1993-2
      5.50% Class A Credit Card Participation Certificates, Series 1993-3
      5.70% Class B Credit Card Participation Certificates, Series 1993-3
      7.25% Class A Credit Card Participation Certificates, Series 1994-2
      7.50% Class B Credit Card Participation Certificates, Series 1994-2
      6.80% Class A Credit Card Participation Certificates, Series 1994-3
      7.00% Class B Credit Card Participation Certificates, Series 1994-3
      8.25% Class A Credit Card Participation Certificates, Series 1994-4
      8.25% Class A Credit Card Participation Certificates, Series 1995-1
      8.45% Class B Credit Card Participation Certificates, Series 1995-1
      7.85% Class A Credit Card Participation Certificates, Series 1995-3
      6.70% Class A Credit Card Participation Certificates, Series 1995-8
      6.85% Class B Credit Card Participation Certificates, Series 1995-8
      6.55% Class A Credit Card Participation Certificates, Series 1995-9
      6.65% Class B Credit Card Participation Certificates, Series 1995-9
     5.90% Class A Credit Card Participation Certificates, Series 1995-10
     6.05% Class B Credit Card Participation Certificates, Series 1995-10
 Floating Rate Class A Credit Card Participation Certificates, Series 1995-11
  Zero Coupon Class A Credit Card Participation Certificates, Series 1996-1
  Zero Coupon Class B Credit Card Participation Certificates, Series 1996-1

                                                     [Cover page 1 of 2 pages]


<PAGE>


 Floating Rate Class A Credit Card Participation Certificates, Series 1996-5
 Floating Rate Class B Credit Card Participation Certificates, Series 1996-5
 Floating Rate Class A Credit Card Participation Certificates, Series 1996-6
 Floating Rate Class B Credit Card Participation Certificates, Series 1996-6
     6.55% Class A Credit Card Participation Certificates, Series 1997-2
     6.70% Class B Credit Card Participation Certificates, Series 1997-2
     6.839% Class A Credit Card Participation Certificates, Series 1997-3
     6.989% Class B Credit Card Participation Certificates, Series 1997-3
 Floating Rate Class A Credit Card Participation Certificates, Series 1997-4
 Floating Rate Class B Credit Card Participation Certificates, Series 1997-4
  Zero Coupon Class A Credit Card Participation Certificates, Series 1997-6
  Zero Coupon Class B Credit Card Participation Certificates, Series 1997-6
     6.35% Class A Credit Card Participation Certificates, Series 1997-7
     6.45% Class B Credit Card Participation Certificates, Series 1997-7
 Floating Rate Class A Credit Card Participation Certificates, Series 1997-8
 Floating Rate Class A Credit Card Participation Certificates, Series 1997-10
 Floating Rate Class B Credit Card Participation Certificates, Series 1997-10
     5.750% Class A Credit Card Participation Certificates, Series 1998-1
     5.875% Class B Credit Card Participation Certificates, Series 1998-1
      6.05% Class A Credit Card Participation Certificates, Series 1998-2
      6.20% Class B Credit Card Participation Certificates, Series 1998-2
      5.80% Class A Credit Card Participation Certificates, Series 1998-3
      5.95% Class B Credit Card Participation Certificates, Series 1998-3
      5.85% Class A Credit Card Participation Certificates, Series 1998-6
      6.00% Class B Credit Card Participation Certificates, Series 1998-6
  Floating Rate Class A Credit Card Participation Certificates, Series 1998-7
  Floating Rate Class B Credit Card Participation Certificates, Series 1998-7
                       (collectively, the "Certificates"))

              (Exact name of registrant as specified in charter)


    UNITED STATES OF AMERICA                            46-0358360
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
      of incorporation)        

      33-41055, 33-43576, 33-62180, 33-77802, 33-84834, 33-97664, 33-99328
                                  and 333-38803
                            (Commission File Numbers)

    701 EAST 60TH STREET, NORTH
    SIOUX FALLS, SOUTH DAKOTA                                     57117
(Address of principal executive offices)                        (Zip Code)

       Registrant's telephone number, including area code: (605) 331-2626

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

                                                  [Cover page 2 of 2 pages]


<PAGE>


Item 5.     Other Events.

      The  information  provided  below is  provided  in respect  of  Citibank
Credit Card Master  Trust I.  Certain  capitalized  terms used herein are used
as defined in the Glossary of Terms at the end of this Report.

Loss and Delinquency Experience

      The following tables set forth the loss and delinquency  experience with
respect to  payments  by  cardholders  for each of the  periods  shown for the
Accounts.  With respect to the Loss  Experience  table below,  loss experience
is shown on a cash basis for Principal Receivables.  If accrued Finance Charge
Receivables  which  have  been  written  off were  included  in  losses in the
following  table,  Net Losses  would be higher as an absolute  number and as a
percentage  of  the  average  of  Principal  and  Finance  Charge  Receivables
outstanding during the periods  indicated.  There can be no assurance that the
loss and  delinquency  experience  for the  Receivables  in the future will be
similar to the  historical  experience  set forth  below  with  respect to the
Accounts.

<TABLE>
<CAPTION>

                     Loss Experience for the Accounts(1)
                            (Dollars in Thousands)



                                              Six Months           Year Ended December 31,
                                                 Ended        -------------------------------
                                             June 30, 1998      1997         1996       1995
                                             -------------    -----------  --------   ------------
<S>                                               <C>            <C>         <C>         <C>
Average Principal Receivables Outstanding(2) $34,498,146       $33,529,923  $31,225,337  $25,083,447

Net Losses(3).........................       $ 1,086,376       $ 2,099,096  $ 1,678,991  $   956,261

Net Losses as a Percentage of Average
  Principal Receivables Outstanding(4)....          6.35%             6.26%        5.38%        3.81%
</TABLE>

- ---------------
(1)   Losses consist of write-offs of Principal Receivables.
(2)   Average  Principal  Receivables  Outstanding is the average of Principal
      Receivables outstanding during the periods indicated.
(3)   Net losses as a percentage of gross charge-offs for the first six months
      of 1998 were 92.14% and for each of the years ended December 31, 1997,
      1996 and 1995 were 92.49%, 92.46% and 88.49%, respectively. Gross
      charge-offs are charge-offs before recoveries and do not include the
      amount of any reductions in Average Principal Receivables Outstanding due
      to fraud, returned goods, customer disputes or certain other miscellaneous
      write-offs.
(4)   The percentage for the six months ended June 30, 1998 is an annualized
      number.


                                       3

<PAGE>

<TABLE>
<CAPTION>


                                 Delinquencies as a Percentage of the Accounts(1)(2)
                                               (Dollars in Thousands)

                                                                           As of December 31,
                              As of                   --------------------------------------------------------------
                          June 30, 1998                 1997                      1996                      1995
                     ------------------------         ----------                ----------                ----------
Number of Days        Delinquent                Delinquent                Delinquent                Delinquent
Delinquent             Amount(1)  Percentage(2)  Amount(1)  Percentage(2)  Amount(1)  Percentage(2)  Amount(1)  Percentage(2)
                     -----------  -----------   ----------  -----------   ----------  -----------   ----------  -----------
<S>                   <C>         <C>           <C>         <C>           <C>         <C>           <C>         <C>
35-64 days..         $662,449        1.89%        $683,773      2.01%     $714,532     2.25%        $699,878       2.75%
65-94 days..          369,304        1.05          389,897      1.15       394,432     1.25          353,832       1.39
95 days or more.      687,801        1.96          699,696      2.06       687,988     2.17          558,613       2.20
                     -----------  -----------   ----------  ------------  ----------  -----------  ---------    ------------
 Total......        $1,719,554       4.90%      $1,773,366     5.22%    $1,796,952     5.67%      $1,612,323       6.34%
</TABLE>
- ------------------
(1)   The Delinquent Amount includes both the Principal Receivables and Finance
      Charge Receivables.
(2)   The percentages are the result of dividing the Delinquent Amount by the
      average of Principal and Finance Charge Receivables outstanding during the
      periods indicated.


Revenue Experience

      The  revenues  for the  Accounts  from  finance  charges,  fees  paid by
cardholders  and  interchange  for the six months  ended June 30, 1998 and for
each year of the  three-year  period ended  December 31, 1997 are set forth in
the following table.

      The revenue  experience  in the  following  table is presented on a cash
basis before  deduction for charge-offs.  Revenues from finance charges,  fees
and interchange will be affected by numerous  factors,  including the periodic
finance charge on the  Receivables,  the amount of any annual  membership fee,
other fees paid by  cardholders,  the  percentage of  cardholders  who pay off
their  balances in full each month and do not incur periodic  finance  charges
on  purchases,   the  percentage  of  Accounts   bearing  finance  charges  at
promotional   rates  and  changes  in  the  level  of   delinquencies  on  the
Receivables.


                                       4

<PAGE>

<TABLE>
<CAPTION>

                     Revenue Experience for the Accounts
                            (Dollars in Thousands)


                                                     Six Months                Year Ended December 31,
                                                        Ended         ----------------------------------------------
                                                    June 30, 1998         1997            1996            1995
                                                  ------------------- --------------  --------------  --------------
<S>                                                   <C>               <C>             <C>             <C>

Finance Charges and Fees Paid....                    $3,207,455       $6,189,383      $5,732,865      $4,545,420
Average Revenue Yield (1)(2).....                         18.75%           18.46%          18.36%          18.11%
</TABLE>
- ------------------
(1)   Average  Revenue  Yield is the result of  dividing  Finance  Charges and
      Fees  Paid by  Average  Principal  Receivables  Outstanding  during  the
      periods indicated.
(2)   The percentage for the six months ended June 30, 1998 is an annualized
      number.

      The revenues  related to periodic  finance  charges and fees (other than
annual fees) depend in part upon the  collective  preference of cardholders to
use their credit cards as revolving  debt  instruments  for purchases and cash
advances and to pay off account  balances  over  several  months as opposed to
convenience use (where the cardholders  prefer instead to pay off their entire
balance each month,  thereby  avoiding  periodic finance charges on purchases)
and upon other services of which the  cardholder  chooses to avail himself and
which  are paid for by the use of the  card.  Fees for  these  other  services
will  be  treated  for  purposes  of the  Pooling  Agreement  and  the  Series
Supplement as Principal  Receivables  rather than Finance Charge  Receivables;
however,  the Banks will be  permitted  to specify  that any such fees will be
treated as Finance Charge  Receivables.  Revenues  related to periodic finance
charges and fees also depend on the types of charges and fees  assessed on the
Accounts.  Accordingly,  revenues  will be affected  by future  changes in the
types of  charges  and  fees  assessed  on the  Accounts  and in the  types of
Additional  Accounts  added  from time to time.  Revenues  could be  adversely
affected  by future  changes in fees and  charges  assessed  by CBSD and other
factors.

      CBSD  has  previously   reduced  the  finance  charges  and  reduced  or
eliminated  the annual fees  applicable  to, and modified some other terms of,
certain of the  Accounts.  These  changes  have reduced the gross yield of the
Accounts.


                                       5

<PAGE>


Cardholder Monthly Payment Rates for the Accounts

      Monthly payment rates on the  Receivables may vary because,  among other
things,  cardholders  may  fail to make a  required  payment,  may  only  make
payments as low as the minimum  required  payment or may make payments as high
as the entire  outstanding  balance.  Monthly payment rates on the Receivables
may also vary due to seasonal  purchasing and payment  habits of  cardholders.
The  following  table sets forth the  highest  and lowest  cardholder  monthly
payment  rates for the Accounts  during any month in the periods shown and the
average of the  cardholder  monthly  payment  rates for all months  during the
periods shown,  in each case calculated as a percentage of the total beginning
account  balances  for such month.  Monthly  payment  rates  reflected  in the
table include amounts which would be deemed payments of Principal  Receivables
and Finance  Charge  Receivables  with respect to the  Accounts.  In addition,
the   amount  of   outstanding   Receivables   and  the  rates  of   payments,
delinquencies,  charge-offs  and new  borrowings  on the Accounts  depend on a
variety of factors including  seasonal  variations,  the availability of other
sources of credit,  general economic  conditions,  tax laws, consumer spending
and  borrowing  patterns and the terms of the  Accounts  (which are subject to
change by CBSD).

<TABLE>
<CAPTION>
                                  Cardholder Monthly Payment Rates for the Accounts

                                             Six Months                       Year Ended December 31,
                                                Ended           ----------------------------------------------------
                                            June 30, 1998           1997               1996                1995
                                         ---------------------   -------------      -------------       -------------
<S>                                             <C>                  <C>                <C>                 <C>   
Lowest Month.................                 19.15%               18.00%             17.65%             17.59%
Highest Month................                 22.20%               21.98%             21.05%             20.92%
Average of the Months in the Period           20.75%               19.92%             19.39%             19.09%
</TABLE>

The Receivables

      The Receivables in the Accounts as of June 27, 1998 included  $616,314,800
of Finance  Charge  Receivables  and  $38,178,634,084  of Principal  Receivables
(which amounts include overdue Finance Charge  Receivables and overdue Principal
Receivables).  As of June 27, 1998,  there were  31,653,177  Accounts.  Included
within the Accounts are inactive Accounts that have no balance. The Accounts had
an average Principal Receivable balance of $1,206 and an average credit limit of
$5,411. The average total Receivable


                                       6

<PAGE>

balance in the Accounts as a percentage  of the average  credit limit with
respect to the Accounts was 23%.  Approximately  89% of the Accounts were opened
prior  to June  1996.  Approximately  13.25%,  10.95%,  6.68%  and  5.66% of the
Accounts  related to  cardholders  having billing  addresses in California,  New
York, Texas and Florida,  respectively. Not more than 5% of the Accounts related
to cardholders having billing addresses in any other single state.

       The periodic  finance charge  assessed on balances in most accounts for
cash  advances and  purchases is currently the Prime Rate (as published in The
Wall  Street  Journal)  plus a  percentage  ranging  from  5.4% to  10.4%  for
accounts in good  standing,  and the Prime Rate plus 12.9% for accounts  which
have been  recently,  or  currently  are,  delinquent.  As of the most  recent
quarterly  reset  date,  the  periodic  finance  charge  ranged from 13.90% to
18.90% for most  accounts in good  standing,  and was 21.40% for most accounts
which have been recently,  or currently are,  delinquent.  CBSD may change the
periodic  finance  charge on  accounts  at any time by  written  notice to the
cardholders.  Any announced  increase in such rate will become  effective upon
the earlier of subsequent  use of a card and the expiration of a 25-day period
from the date such change was made effective  (assuming failure on the part of
the  cardholder  to object to the new  rate).  CBSD  also  offers  promotional
rates of limited  duration to attract new  cardholders  and to promote balance
transfers  from other credit card issuers and,  under  certain  circumstances,
the periodic  finance charge on a limited number of accounts may be greater or
less than those assessed by CBSD generally.

      The  Accounts  consist of Eligible  Accounts.  The Banks may (subject to
certain limitations and conditions),  and, in certain  circumstances,  will be
obligated to,  designate from time to time  Additional  Accounts and to convey
to the  Trust  all  Receivables  of such  Additional  Accounts,  whether  such
Receivables  are then  existing  or  thereafter  created.  The Banks have made
Lump  Sum  Additions  to  the  Trust  which,   in  the   aggregate,   included
approximately $28.38 billion of Principal Receivables.

      The following  tables  summarize the Accounts by various  criteria as of
June 27,  1998.  References  to  "Receivables  Outstanding"  in the  following
tables  include both Finance  Charge  Receivables  and Principal  Receivables.
Because the  composition  of the  Accounts  will  change in the future,  these
tables  are  not  necessarily  indicative  of the  future  composition  of the
Accounts.


                                       7


<PAGE>

                  Composition of Accounts by Account Balance

                                           Percentage               Percentage
                                           of Total                 of Total
                                Number of  Number of  Receivables   Receivables
         Account Balance        Accounts   Accounts   Outstanding   Outstanding
 ------------------------------ ---------  --------   -----------   ------------
Credit Balance(1)...............  270,407     0.85%    $(54,928,838)     (0.14)%
No Balance(2)..................15,482,223    48.91                0       0.00
Less than or equal to $500.00...3,947,460    12.47      780,075,368       2.01
$500.01 to $1,000.00............2,125,016     6.71    1,572,145,088       4.05
$1,000.01 to $2,000.00..........3,133,018     9.90    4,607,893,829      11.88
$2,000.01 to $3,000.00..........2,008,807     6.35    4,959,868,478      12.78
$3,000.01 to $4,000.00..........1,337,737     4.23    4,644,695,230      11.97
$4,000.01 to $5,000.00..........1,097,896     3.47    4,954,901,814      12.77
$5,000.01 to $6,000.00..........  732,176     2.31    4,005,723,210      10.33
$6,000.01 to $7,000.00..........  475,124     1.50    3,074,499,582       7.92
$7,000.01 to $8,000.00..........  328,035     1.04    2,452,142,551       6.32
$8,000.01 to $9,000.00..........  222,860     0.70    1,888,309,261       4.87
$9,000.01 to $10,000.00.........  162,644     0.51    1,542,597,315       3.98
Over $10,000.00.................  329,774     1.05    4,367,025,996      11.26
                                ---------  -------  ---------------  -----------
   Total.......................31,653,177   100.00% $38,794,948,884     100.00%

- ----------------
(1)   Credit balances are a result of cardholder payments and credit adjustments
      applied in excess of an Account's unpaid balance. Accounts which currently
      have a credit balance are included because Receivables may be generated
      with respect thereto in the future.
(2)   Accounts which currently have no balance are included because Receivables
      may be generated with respect thereto in the future.


                    Composition of Accounts by Credit Limit

                                            Percentage               Percentage
                                            of Total                 of Total
                                Number of   Number of   Receivables  Receivables
          Credit Limit          Accounts    Accounts    Outstanding  Outstanding
 -----------------------------  --------    ----------  -----------  -----------
Less than or equal to $500.00...1,917,043    6.06%     $ 84,830,991       0.22%
$500.01 to $1,000.00............1,883,134    5.95       449,924,615       1.16
$1,000.01 to $2,000.00..........4,500,942   14.22     2,385,913,283       6.15
$2,000.01 to $3,000.00..........3,489,043   11.02     2,702,439,029       6.97
$3,000.01 to $4,000.00..........2,512,680    7.94     2,501,595,616       6.45
$4,000.01 to $5,000.00..........3,623,988   11.45     4,261,195,580      10.98
Over $5,000.00.................13,726,347   43.36    26,409,049,770      68.07
                               ----------  --------  --------------  -----------
   Total.......................31,653,177  100.00%  $38,794,948,884     100.00%


                                       8

<PAGE>


                  Composition of Accounts by Payment Status

                                         Percentage                  Percentage
                                         of Total                    of Total
                             Number of   Number of   Receivables     Receivables
         Payment Status      Accounts    Accounts    Outstanding     Outstanding
 -------------------------   ---------   -------   ---------------   --------- -
Current(1)...................30,177,820   95.34%   $34,672,980,746      89.37%
Up to 34 days delinquent.....   893,582    2.82      2,402,413,840       6.19
35 to 64 days delinquent....    261,176    0.83        662,449,035       1.71
65 to 94 days delinquent.....   121,163    0.38        369,304,385       0.95
95 to 124 days delinquent...     80,237    0.25        268,531,069       0.69
125 to 154 days delinquent...    65,636    0.21        227,155,067       0.59
155 to 184 days delinquent...    53,563    0.17        192,114,742       0.50
                              ---------  -------  ---------------    -----------
   Total.....................31,653,177  100.00%   $38,794,948,884     100.00%

- ----------------
(1)   Includes Accounts on which the minimum payment has not been received prior
      to the next billing date following the issuance of the related bill.


                        Composition of Accounts by Age

                                           Percentage                Percentage
                                           of Total                  of Total
                                Number of  Number of   Receivables   Receivables
               Age              Accounts   Accounts    Outstanding   Outstanding
             -------            ---------  ---------  -------------- -----------
Less than or equal to 6 months..        0    0.00%   $             0       0.00%
Over 6 months to 12 months......1,022,864    3.23      1,728,888,738       4.46
Over 12 months to 24 months.....2,573,066    8.13      2,936,970,845       7.57
Over 24 months to 36 months.....3,302,854   10.43      3,945,424,305      10.17
Over 36 months to 48 months.....4,816,368   15.22      5,050,771,264      13.02
Over 48 months.................19,938,025   62.99     25,132,893,732      64.78
                               ----------  -------   --------------- -----------
   Total.......................31,653,177  100.00%   $38,794,948,884     100.00%


                                       9

<PAGE>


                               GLOSSARY OF TERMS

"Accounts" means the portfolio of revolving  credit card accounts  established
and supplemented in accordance with the Pooling Agreement.

"Additional  Accounts"  consist of newly  originated  Eligible  Accounts to be
included as Accounts and Accounts relating to any Lump Sum Additions.

"Banks" means Citibank (South Dakota),  N.A., a national banking  association,
and Citibank (Nevada), National Association, a national banking association.

"CBSD" means Citibank (South Dakota), N.A.

"Eligible  Accounts"  An  "Eligible  Account" is defined to mean a credit card
account  owned by CBSD which,  as of the Trust Cut-Off Date with respect to an
Initial  Account  or as of the  additional  cut-off  date with  respect  to an
Additional  Account:  (a) is in  existence  and  maintained  by  CBSD;  (b) is
payable in United  States  dollars;  (c) in the case of the Initial  Accounts,
has a cardholder  who has provided,  as his most recent  billing  address,  an
address  located in the United States or its  territories  or possessions or a
military address;  (d) has a cardholder who has not been identified by CBSD in
its computer files as being involved in a voluntary or involuntary  bankruptcy
proceeding;  (e) has not been  identified  as an Account with respect to which
the related card has been lost or stolen;  (f) has not been sold or pledged to
any  other  party;  (g) does not have  receivables  which  have  been  sold or
pledged to any other party; and (h) in the case of the Initial Accounts,  is a
VISA or MasterCard revolving credit card account.

"Finance Charge Receivables"  consist of all periodic finance charges,  annual
membership  fees,  cash advance  fees and late charges on amounts  charged for
merchandise  and services and certain other fees  designated by the Banks.  In
addition,   certain   Interchange   attributed  to   cardholder   charges  for
merchandise  and  services in the Accounts  will be treated as Finance  Charge
Receivables.

"Interchange"  means  interchange  fees payable to Citibank  (South Dakota) or
any additional  seller,  in its capacity as credit card issuer,  through VISA,
Mastercard or any other  similar  entity or  organization  with respect to any
other type of revolving  credit card accounts  included as Accounts (except as
otherwise  provided in the initial  Assignment  with respect to any such other
type of  Accounts),  in  connection  with  cardholder  charges  for  goods and
services.

"Investor  Certificateholders"  means  holders  of  interests  in the  Class A
Credit Card  Participation  Certificates and Class B Credit Card Participation
Certificates issued by the Trust.

"Lump Sum Addition" means the designation of additional  Eligible  Accounts to
be  included as  Accounts  pursuant  to Section  2.09(a) or (b) of the Pooling
Agreement.

"Pooling  Agreement" means the Pooling and Servicing Agreement dated as of May
29, 1991 among the Banks and the Trustee, including all amendments thereto.

"Principal  Receivables"  consist of all amounts  charged by  cardholders  for
merchandise  and services,  amounts  advanced to  cardholders as cash advances
and certain fees billed to cardholders on the Accounts.

"Receivables"  means all amounts  shown on the  Servicer's  records as amounts
payable by the Person or Persons  obligated to make  payments  with respect to
the Accounts.

"Receivables Outstanding" as defined on page 7.

"Series  Supplement"  means any series  supplement  to the  Pooling  Agreement
executed  in  connection  with the  original  issuance of a series of Investor
Certificates pursuant to Section 6.03 of the Pooling Agreement.

"Trust" means Citibank  Credit Card Master Trust I (formerly known as Standard
Credit Card Master Trust I).

"Trustee"  means Bankers Trust Company,  as successor to Yasuda Bank and Trust
Company (U.S.A.).


                                       10

<PAGE>


                                  SIGNATURES

          Pursuant  to the  requirements  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.

                                     CITIBANK (SOUTH DAKOTA), N.A.,
                                     as Servicer
                                     (Registrant)


                                     By:  /s/ Eugene D. Rowenhorst
                                        -----------------------------
                                              Eugene D. Rowenhorst
                                              Senior Vice President


Dated: July 16, 1998


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