8-K

                       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: May 25, 2001
                        (Date of earliest event reported)


                       CITICORP MORTGAGE SECURITIES, INC.
                             (Packager and Servicer)
    (Issuer in Respect of the REMIC Pass-Through Certificates, Series 2001-7)
               (Exact name of registrant as specified in charter)

 Delaware                     333-72459                     13-3408713
- - --------------------------------------------------------------------------------
(State or other juris-       (Commission                 (I.R.S. Employer
diction of organization)      File Nos.)                 Identification No.)


12855 North Outer Forty Drive, St. Louis, Missouri            63141
- - --------------------------------------------------            -----
   (Address of principal executive offices)                 (Zip Code)


Registrant's Telephone Number, including area code (314) 851-6305
- - --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)




Item 5.        Other Events.

      Attached as Exhibit 8.8 is the opinion of Cadwalader, Wickersham & Taft
with respect to certain tax matters relating to the Issuer's REMIC Pass-Through
Certificates, Series 2001-7, including their consent.




                                   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.


                                            CITICORP MORTGAGE SECURITIES, INC.
                                            (Registrant)

                                           By: /s/ Howard Darmstadter
                                               -------------------------
                                                   Howard Darmstadter
                                                   Assistant Secretary


Dated: May 25, 2001

EX-8

                  [Letterhead of Cadwalader, Wickersham & Taft]



                                  May 25, 2001



Citicorp Mortgage Securities, Inc.
12855 North Outer Forty Drive
St. Louis, MO  63141

            Re: Citicorp Mortgage Securities, Inc.
                REMIC Pass-Through Certificates, Series 2001-7

Ladies and Gentlemen:

      We have acted as special tax counsel to Citicorp Mortgage Securities,
Inc., a Delaware corporation (the "Company"), in connection with the issuance of
certificates designated as Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 2001-7, Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-PO, Class M, Class B-1 and Class B-2
Certificates (the "Certificates") pursuant to the Pooling and Servicing
Agreement (the "Pooling Agreement"), dated as of May 1, 2001, between the
Company and The Bank of New York (the "Trustee").

      The Company's Registration Statement on Form S-3 (File No. 333-72459) was
filed with the Securities and Exchange Commission (the "Commission") on February
16, 1999 and was declared effective on May 7, 1999 (the "Registration
Statement"). The Certificates have been offered pursuant to the Core Prospectus
dated May 24, 2001 (the "Core Prospectus") and the Prospectus Supplement
relating to the Certificates dated May 25, 2001 (the "Prospectus Supplement"
and, together with the Core Prospectus, the "Prospectus").

      In rendering the opinion set forth below, we have examined and relied upon
the following: (i) the Registration Statement and the Prospectus,
(ii) the Pooling Agreement and (iii) such other documents, records and
instruments as we have deemed necessary for the purposes of this opinion.

      As counsel to the Company, we have advised the Company with respect to
certain federal income tax aspects of the proposed issuance of the Certificates.
Such advice has formed the basis for the description of material federal income
tax consequences for holders of the Certificates that appears under the heading
"Taxation of Certificate holders" and "Taxation of the Trust" in the Core
Prospectus and "Federal income tax consequences" in the Prospectus Supplement.
Such descriptions do not purport to discuss all possible federal income tax
ramifications of the proposed issuance of the Certificates, but, with respect to
those federal income tax consequences that are discussed, in our opinion, the
descriptions are accurate in all material respects.

      We are furnishing this opinion letter to you solely for your benefit in
connection with the transactions referred to herein. This opinion letter is not
to be relied upon, used, circulated, quoted or otherwise referred to by any
other person or entity or for any other purpose without our prior written
consent. In addition, we disclaim any obligation to update this opinion for
changes in fact or law, or otherwise.

      We hereby consent to the filing of this letter and to the reference to
this firm under the heading "Legal opinions" in the Prospectus. This consent is
not to be construed as an admission that we are a person whose consent is
required to be filed with the Prospectus under the provisions of the Securities
Act of 1934, as amended.

                         Very truly yours,

                        /S/ Cadwalader, Wickersham & Taft