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                                                                   EXHIBIT 25.01

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                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            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) [ ]

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                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)

                                   ----------

                                 CITIGROUP INC.
               (Exact name of obligor as specified in its charter)

Delaware                                                     52-1568099
(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 offices)                     (Zip code)

                                   ----------

                                 Debt Securities
                       (Title of the indenture securities)

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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.



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                  Name                                        Address
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        Superintendent of Banks of the State of          2 Rector Street, New York,
        New York                                         N.Y. 10006, and Albany, N.Y. 12203

        Federal Reserve Bank of New York                 33 Liberty Plaza, New York,
                                                         N.Y. 10045

        Federal Deposit Insurance Corporation            Washington, D.C. 20429

        New York Clearing House Association              New York, New York 10005


        (b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

        Yes.

2.      AFFILIATIONS WITH OBLIGOR.

        IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
        AFFILIATION.

        None.

16.     LIST OF EXHIBITS.

        EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
        ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
        RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
        C.F.R. 229.10(d).

        1.     A copy of the Organization Certificate of The Bank of New York
               (formerly Irving Trust Company) as now in effect, which contains
               the authority to commence business and a grant of powers to
               exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
               Form T-1 filed with Registration Statement No. 33-6215, Exhibits
               1a and 1b to Form T-1 filed with Registration Statement No.
               33-21672 and Exhibit 1 to Form T-1 filed with Registration
               Statement No. 33-29637.)

        4.     A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
               T-1 filed with Registration Statement No. 33-31019.)

        6.     The consent of the Trustee required by Section 321(b) of the Act.
               (Exhibit 6 to Form T-1 filed with Registration Statement No.
               33-44051.)

        7.     A copy of the latest report of condition of the Trustee published
               pursuant to law or to the requirements of its supervising or
               examining authority.


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                                    SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 7th day of November, 2000.

                                              THE BANK OF NEW YORK

                                              By: /s/  MARY LAGUMINA
                                                 -------------------------------
                                                Name:  MARY LAGUMINA
                                                Title: VICE PRESIDENT


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                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries, a member of the
Federal Reserve System, at the close of business June 30, 2000, published in
accordance with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.



                                                                 Dollar Amounts
ASSETS                                                             In Thousands
                                                              
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin ......       $  4,133,121
   Interest-bearing balances ...............................          4,153,905
Securities:
   Held-to-maturity securities .............................            908,946
   Available-for-sale securities ...........................          4,889,160
Federal funds sold and Securities purchased under
   agreements to resell ....................................          4,471,741
Loans and lease financing receivables:
   Loans and leases, net of unearned
     income...............38,423,509
   LESS: Allowance for loan and
     lease losses............590,846
   LESS: Allocated transfer risk
     reserve..................12,596
   Loans and leases, net of unearned income,
     allowance, and reserve ................................         37,820,067
Trading Assets .............................................         11,028,326
Premises and fixed assets (including capitalized
   leases) .................................................            722,622
Other real estate owned ....................................              6,351
Investments in unconsolidated subsidiaries and
   associated companies ....................................            166,189
Customers' liability to this bank on acceptances
   outstanding .............................................          1,154,448
Intangible assets ..........................................          1,338,942
Other assets ...............................................          3,392,303
                                                                   ------------
Total assets ...............................................       $ 74,186,121
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LIABILITIES
Deposits:
   In domestic offices .....................................       $ 28,759,739
   Noninterest-bearing......................12,991,192
   Interest-bearing.........................15,768,547
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ................................         26,421,204
   Noninterest-bearing.........................550,232
   Interest-bearing.........................25,870,972
Federal funds purchased and Securities sold under
   agreements to repurchase ................................          1,619,310
Demand notes issued to the U.S. Treasury ...................            100,000
Trading liabilities ........................................          2,337,972
Other borrowed money:
   With remaining maturity of one year or less .............          1,754,237
   With remaining maturity of more than one year
     through three years ...................................                  0
   With remaining maturity of more than three years ........             31,080
Bank's liability on acceptances executed and
   outstanding .............................................          1,155,970
Subordinated notes and debentures ..........................          1,652,000
Other liabilities ..........................................          4,169,081
                                                                   ------------
Total liabilities ..........................................         68,000,593
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EQUITY CAPITAL
Common stock ...............................................          1,135,284
Surplus ....................................................            956,428
Undivided profits and capital reserves .....................          4,156,469
Net unrealized holding gains (losses) on
   available-for-sale securities ...........................            (33,142)
Accumulated net gains (losses) on cash flow hedges .........                  0
Cumulative foreign currency translation adjustments ........            (29,511)
                                                                   ------------
Total equity capital .......................................          6,185,528
                                                                   ------------
Total liabilities and equity capital .......................       $ 74,186,121
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         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                           Thomas J. Mastro

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

Thomas A. Renyi      ]
Gerald L. Hassell    ]                     Directors
Alan R. Griffith     ]

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