UNITED STATES
                       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: April 28, 2005
                       ----------------------------------
                        (Date of earliest event reported)


                       CITICORP MORTGAGE SECURITIES, INC.
                             (Packager and Servicer)
    (Issuer in Respect of the REMIC Pass-Through Certificates, Series 2005-3)
   ---------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


   Delaware                    333-109722                     13-3408717
 ----------------------------------------------------------------------------
  (State or other juris-       (Commission                 (I.R.S. Employer
 diction of organization)       File Nos.)                Identification No.)


  1000 Technology Drive, O'Fallon, Missouri                   63304
--------------------------------------------------          ----------
   (Address of principal executive offices)                 (Zip Code)


Registrant's Telephone Number, including area code: (636) 261-1313

--------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)

<PAGE>

Item 2.01.   Completion of Acquisition or Disposition of Assets.

                       CITICORP MORTGAGE SECURITIES, INC.
                 REMIC Pass-Through Certificates, Series 2005-3
                 ----------------------------------------------

                                 April 28, 2005

 DETAILED DESCRIPTION OF THE MORTGAGE LOAN POOL AND THE MORTGAGED PROPERTIES(1)
 ------------------------------------------------------------------------------

     On April 28, 2005, Citicorp Mortgage Securities, Inc. ("CMSI") transferred
to the Trustee, U.S. Bank National Association, mortgage loans with an aggregate
scheduled principal balance outstanding (after deducting principal payments due
on or before April 1, 2005) as of April 1, 2005 of $503,029,746.10. The mortgage
loans that have original maturities of at least 25 but not more than 30 years,
the "pool I mortgage loans", have an aggregate scheduled principal balance
outstanding (after deducting principal payments due on or before April 1, 2005)
as of April 1, 2005 of $413,382,885.14. The mortgage loans that have original of
15 years, the "pool II mortgage loans", have an aggregate scheduled principal
balance outstanding (after deducting principal payments due on or before April
1, 2005) as of April 1, 2005 of $89,646,860.96. The mortgage loans were
delivered in exchange for the certificates, authenticated by the paying agent,
evidencing 100% of the regular interests in the Trust. Distributions on the
certificates will be made by Citibank, N.A., as paying agent, by wire transfer
or by such other means as the person entitled thereto and CMSI shall agree. CMSI
may repurchase all mortgage loans remaining in the mortgage loan pool pursuant
to the pooling agreement if at the time of repurchase the aggregate scheduled
principal balance of such mortgage loans is less than $50,302,974.610.
Information below is provided with respect to the pool I mortgage loans, the
pool II mortgage loans and/or all mortgage loans included in the mortgage loan
pool as indicated.

     The total numbers of the pool I mortgage loans, the pool II mortgage loans
and all mortgage loans as of April 1, 2005 were 782, 168 and 950, respectively.
The weighted average interest rates of the pool I mortgage loans, the pool II
mortgage loans and all mortgage loans (before deduction of the servicing fee) as
of April 1, 2005 were 5.852%, 5.332% and 5.760%, respectively. The weighted
average remaining terms to stated maturity of the pool I mortgage loans, the
pool II mortgage loans and all mortgage loans as of April 1, 2005 were 358.00
months, 178.02 months and 325.92 months, respectively. All mortgage loans have
original maturities of at least 15 but not more than 30 years. None of the pool
I mortgage loans or the pool II mortgage loans were originated prior to April 1,
2003 or after April 1, 2005. The weighted average original terms to stated
maturity of the pool I mortgage loans, the pool II mortgage loans and all
mortgage loans as of April 1, 2005 were 359.73 months, 180.00 months and 327.70
months, respectively.

--------
1    Terms used herein and not otherwise defined have the meaning assigned
     thereto in the Prospectus dated April 26, 2005 (consisting of a
     prospectus supplement and a core prospectus), relating to the REMIC
     Pass-Through Certificates, Series 2005-3.

<PAGE>

     None of the pool I mortgage loans have a scheduled maturity later than
April 1, 2035. None of the pool II mortgage loans have a scheduled maturity
later than April 1, 2020. Each of the pool I mortgage loans and pool II mortgage
loans had an original principal balance of not less than $71,600 and $100,000,
respectively, nor more than $1,310,000 and $1,000,000, respectively. Pool I
mortgage loans and pool II mortgage loans having aggregate scheduled principal
balances of $3,107,240.65 and $548,484.10, respectively, as of April 1, 2005,
had loan-to-value ratios at origination in excess of 80%, but no mortgage loans
had loan-to-value ratios in excess of 95%. The weighted average loan-to-value
ratios at origination of the pool I mortgage loans, the pool II mortgage loans
and all mortgage loans as of April 1, 2005 were 67.9%, 60.6% and 66.6%,
respectively. No more than $3,665,418.30, $1,520,570.91 and $4,326,057.27,
respectively, of the pool I mortgage loans, the pool II mortgage loans and all
mortgage loans are secured by Mortgaged Properties located in any one zip code.

     96%(2), 86% and 94%, respectively, of the pool I mortgage loans, the pool
II mortgage loans and all mortgage loans, are secured by mortgaged properties
determined by CitiMortgage, Inc. to be the primary residence of the borrower
("homeowner"). The sole basis for such determination is either (a) a
representation by the homeowner at origination of the mortgage loan that the
underlying property will be used for a period of at least 6 months every year or
that he intends to use the underlying property as his or her primary residence,
or (b) that the address of the underlying property is the homeowner's mailing
address as reflected in the originator's records. None of the pool I mortgage
loans and 1% of the pool II mortgage loans are secured by investment properties.

     40%, 21% and 36%, respectively, of the pool I mortgage loans, the pool II
mortgage loans and all mortgage loans will be mortgage loans originated using
loan underwriting policies that require proof of income and liquid assets and
telephone verification of employment. 42%, 58% and 45%, respectively, of the
pool I mortgage loans, the pool II mortgage loans and all mortgage loans were
refinance transactions originated using loan underwriting policies that require
proof of income and telephone verification of employment but do not require
proof of assets. 5%, 4% and 5% of the pool I mortgage loans, the pool II
mortgage loans and all mortgage loans were originated using stated income loan
underwriting policies that do not require proof of the prospective borrower's
income as stated on the loan application but do require telephone verification
of employment and may also require proof of liquid assets. 5%, 7% and 6%,
respectively, of the pool I mortgage loans, the pool II mortgage loans and all
mortgage loans will be mortgage loans originated using stated income loan
underwriting policies that do not require proof of the prospective borrower's
income as stated on the loan application or proof of the borrower's assets, but
do require telephone verification of employment. 9%, 10% and 9%, respectively,
of the pool I mortgage loans, the pool II mortgage loans and all mortgage loans
will be mortgage loans originated using streamlined underwriting policies. See
"Mortgage loan underwriting" in the Prospectus.

--------
2    Such percentages are expressed as a percentage of the aggregate scheduled
     principal balance of the pool I mortgage loans having such characteristics
     relative to the aggregate scheduled principal balance of all the pool I
     mortgage loans, and as a percentage of the aggregate scheduled principal
     balance of the pool II mortgage loans having such characteristics relative
     to the aggregate scheduled principal balance of all the pool II mortgage
     loans.

<PAGE>

     All of the mortgage loans which had loan-to-value ratios greater than 80%
at origination had primary mortgage insurance as of such date. In the case of
the pool I mortgage loans for which additional collateral was pledged, taken as
a group:

     1.   the numbers of such pool I mortgage loans is 3;

     2.   the aggregate scheduled principal balance of such pool I mortgage
          loans is $454,067.69;

     3.   the weighted average loan-to-value ratio of such pool I mortgage
          loans, taking into account the loanable value of the pledged
          additional collateral, is 80.0%; and

     4.   the weighted average loan-to-value ratio of such pool I mortgage
          loans, without taking into account the loanable value of the pledged
          additional collateral, is 100.0%.

     Pool I discount loans will consist of pool I mortgage loans with net loan
rates less than 5.50%. Pool I premium loans will consist of pool I mortgage
loans with net loan rates greater than or equal to 5.50%. The aggregate
scheduled principal balances outstanding as of the cut-off date of the pool I
discount loans and the pool I premium loans were $68,958,783.35 and
$344,424,101.79, respectively. The weighted average interest rates of the pool I
discount loans and the pool I premium loans, as of the cut-off date, were 5.572%
and 5.908%, respectively. The weighted average remaining terms to stated
maturity of the pool I discount loans and the pool I premium loans, as of the
cut-off date, were 358.37 months and 357.92 months, respectively.

     Pool II discount loans will consist of pool II mortgage loans with net loan
rates less than 5.00%. Pool II premium loans will consist of pool II mortgage
loans with net loan rates greater than or equal to 5.00%. The aggregate
scheduled principal balances outstanding as of the cut-off date of the pool II
discount loans and the pool II premium loans were $13,856,432.74 and
$75,790,428.22, respectively. The weighted average interest rates of the pool II
discount loans and the pool II premium loans, as of the cut-off date, were
5.077% and 5.378%, respectively. The weighted average remaining terms to stated
maturity of the pool II discount loans and the pool II premium loans, as of the
cut-off date, were 178.27 months and 177.98 months, respectively.

<PAGE>

     There are no special hazard, fraud or bankruptcy loss limits.

     The aggregate initial principal balance of the class A certificates as of
April 1, 2005 was $489,949,178.00.

     The aggregate initial principal balance of the class B-1 certificates as of
April 1, 2005 was $6,791,000.00.

     The aggregate initial principal balance of the class B-2 certificates as of
April 1, 2005 was $2,515,000.00.

     The aggregate initial principal balance of the class B-3 certificates as of
April 1, 2005 was $1,510,000.00.

     The aggregate initial principal balance of the class B-4 certificates as of
April 1, 2005 was $755,000.00.

     The aggregate initial principal balance of the class B-5 certificates as of
April 1, 2005 was $755,000.00.

     The aggregate initial principal balance of the class B-6 certificates as of
April 1, 2005 was $754,568.10.

     The class A subordination level is 2.600356778384%.*

     The class B-1 subordination level is 1.250337211420%.*

     The class B-2 subordination level is 0.750366778359%.*

     The class B-3 subordination level is 0.450185723122%.*

     The class B-4 subordination level is 0.300095195503%.*

     The class B-5 subordination level is 0.150004667884%.*


--------

*     Equal to the initial principal balance thereof divided by the aggregate
      scheduled principal balance of all mortgage loans.


<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.

                                            CITICORP MORTGAGE SECURITIES, INC.
                                            (Registrant)

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


Dated: April 28, 2005
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{"company-data": {"conformed-name": "CITICORP MORTGAGE SECURITIES INC", "cik": "0000811785", "assigned-sic": "6189", "irs-number": "133408717", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-16107", "film-number": "05779389"}, "business-address": {"street1": "1000 TECHNOLOGY DRIVE", "city": "O", "state": "MO", "zip": "63304", "phone": "6362611313"}, "mail-address": {"street1": "CITIGROUP INC CORPORATE LAW DEPT", "street2": "425 PARK AVENUE 2ND FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10043"}}
UNITED STATES
                       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: April 28, 2005
                       ----------------------------------
                        (Date of earliest event reported)

                       CITICORP MORTGAGE SECURITIES, INC.
                             (Packager and Servicer)
    (Issuer in Respect of the REMIC Pass-Through Certificates, Series 2005-3)
   ---------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

   Delaware                    333-109722                     13-3408717
 ----------------------------------------------------------------------------
  (State or other juris-       (Commission                 (I.R.S. Employer
 diction of organization)       File Nos.)                Identification No.)

  1000 Technology Drive, O'Fallon, Missouri                   63304
--------------------------------------------------          ----------
   (Address of principal executive offices)                 (Zip Code)

Registrant's Telephone Number, including area code: (636) 261-1313

--------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Item 2.01.   Completion of Acquisition or Disposition of Assets.

                       CITICORP MORTGAGE SECURITIES, INC.
                 REMIC Pass-Through Certificates, Series 2005-3
                 ----------------------------------------------

                                 April 28, 2005

 DETAILED DESCRIPTION OF THE MORTGAGE LOAN POOL AND THE MORTGAGED PROPERTIES(1)
 ------------------------------------------------------------------------------

     On April 28, 2005, Citicorp Mortgage Securities, Inc. ("CMSI") transferred
to the Trustee, U.S. Bank National Association, mortgage loans with an aggregate
scheduled principal balance outstanding (after deducting principal payments due
on or before April 1, 2005) as of April 1, 2005 of $503,029,746.10. The mortgage
loans that have original maturities of at least 25 but not more than 30 years,
the "pool I mortgage loans", have an aggregate scheduled principal balance
outstanding (after deducting principal payments due on or before April 1, 2005)
as of April 1, 2005 of $413,382,885.14. The mortgage loans that have original of
15 years, the "pool II mortgage loans", have an aggregate scheduled principal
balance outstanding (after deducting principal payments due on or before April
1, 2005) as of April 1, 2005 of $89,646,860.96. The mortgage loans were
delivered in exchange for the certificates, authenticated by the paying agent,
evidencing 100% of the regular interests in the Trust. Distributions on the
certificates will be made by Citibank, N.A., as paying agent, by wire transfer
or by such other means as the person entitled thereto and CMSI shall agree. CMSI
may repurchase all mortgage loans remaining in the mortgage loan pool pursuant
to the pooling agreement if at the time of repurchase the aggregate scheduled
principal balance of such mortgage loans is less than $50,302,974.610.
Information below is provided with respect to the pool I mortgage loans, the
pool II mortgage loans and/or all mortgage loans included in the mortgage loan
pool as indicated.

     The total numbers of the pool I mortgage loans, the pool II mortgage loans
and all mortgage loans as of April 1, 2005 were 782, 168 and 950, respectively.
The weighted average interest rates of the pool I mortgage loans, the pool II
mortgage loans and all mortgage loans (before deduction of the servicing fee) as
of April 1, 2005 were 5.852%, 5.332% and 5.760%, respectively. The weighted
average remaining terms to stated maturity of the pool I mortgage loans, the
pool II mortgage loans and all mortgage loans as of April 1, 2005 were 358.00
months, 178.02 months and 325.92 months, respectively. All mortgage loans have
original maturities of at least 15 but not more than 30 years. None of the pool
I mortgage loans or the pool II mortgage loans were originated prior to April 1,
2003 or after April 1, 2005. The weighted average original terms to stated
maturity of the pool I mortgage loans, the pool II mortgage loans and all
mortgage loans as of April 1, 2005 were 359.73 months, 180.00 months and 327.70
months, respectively.

--------
1    Terms used herein and not otherwise defined have the meaning assigned
     thereto in the Prospectus dated April 26, 2005 (consisting of a
     prospectus supplement and a core prospectus), relating to the REMIC
     Pass-Through Certificates, Series 2005-3.
None of the pool I mortgage loans have a scheduled maturity later than
April 1, 2035. None of the pool II mortgage loans have a scheduled maturity
later than April 1, 2020. Each of the pool I mortgage loans and pool II mortgage
loans had an original principal balance of not less than $71,600 and $100,000,
respectively, nor more than $1,310,000 and $1,000,000, respectively. Pool I
mortgage loans and pool II mortgage loans having aggregate scheduled principal
balances of $3,107,240.65 and $548,484.10, respectively, as of April 1, 2005,
had loan-to-value ratios at origination in excess of 80%, but no mortgage loans
had loan-to-value ratios in excess of 95%. The weighted average loan-to-value
ratios at origination of the pool I mortgage loans, the pool II mortgage loans
and all mortgage loans as of April 1, 2005 were 67.9%, 60.6% and 66.6%,
respectively. No more than $3,665,418.30, $1,520,570.91 and $4,326,057.27,
respectively, of the pool I mortgage loans, the pool II mortgage loans and all
mortgage loans are secured by Mortgaged Properties located in any one zip code.

     96%(2), 86% and 94%, respectively, of the pool I mortgage loans, the pool
II mortgage loans and all mortgage loans, are secured by mortgaged properties
determined by CitiMortgage, Inc. to be the primary residence of the borrower
("homeowner"). The sole basis for such determination is either (a) a
representation by the homeowner at origination of the mortgage loan that the
underlying property will be used for a period of at least 6 months every year or
that he intends to use the underlying property as his or her primary residence,
or (b) that the address of the underlying property is the homeowner's mailing
address as reflected in the originator's records. None of the pool I mortgage
loans and 1% of the pool II mortgage loans are secured by investment properties.

     40%, 21% and 36%, respectively, of the pool I mortgage loans, the pool II
mortgage loans and all mortgage loans will be mortgage loans originated using
loan underwriting policies that require proof of income and liquid assets and
telephone verification of employment. 42%, 58% and 45%, respectively, of the
pool I mortgage loans, the pool II mortgage loans and all mortgage loans were
refinance transactions originated using loan underwriting policies that require
proof of income and telephone verification of employment but do not require
proof of assets. 5%, 4% and 5% of the pool I mortgage loans, the pool II
mortgage loans and all mortgage loans were originated using stated income loan
underwriting policies that do not require proof of the prospective borrower's
income as stated on the loan application but do require telephone verification
of employment and may also require proof of liquid assets. 5%, 7% and 6%,
respectively, of the pool I mortgage loans, the pool II mortgage loans and all
mortgage loans will be mortgage loans originated using stated income loan
underwriting policies that do not require proof of the prospective borrower's
income as stated on the loan application or proof of the borrower's assets, but
do require telephone verification of employment. 9%, 10% and 9%, respectively,
of the pool I mortgage loans, the pool II mortgage loans and all mortgage loans
will be mortgage loans originated using streamlined underwriting policies. See
"Mortgage loan underwriting" in the Prospectus.

--------
2    Such percentages are expressed as a percentage of the aggregate scheduled
     principal balance of the pool I mortgage loans having such characteristics
     relative to the aggregate scheduled principal balance of all the pool I
     mortgage loans, and as a percentage of the aggregate scheduled principal
     balance of the pool II mortgage loans having such characteristics relative
     to the aggregate scheduled principal balance of all the pool II mortgage
     loans.
All of the mortgage loans which had loan-to-value ratios greater than 80%
at origination had primary mortgage insurance as of such date. In the case of
the pool I mortgage loans for which additional collateral was pledged, taken as
a group:

     1.   the numbers of such pool I mortgage loans is 3;

     2.   the aggregate scheduled principal balance of such pool I mortgage
          loans is $454,067.69;

     3.   the weighted average loan-to-value ratio of such pool I mortgage
          loans, taking into account the loanable value of the pledged
          additional collateral, is 80.0%; and

     4.   the weighted average loan-to-value ratio of such pool I mortgage
          loans, without taking into account the loanable value of the pledged
          additional collateral, is 100.0%.

     Pool I discount loans will consist of pool I mortgage loans with net loan
rates less than 5.50%. Pool I premium loans will consist of pool I mortgage
loans with net loan rates greater than or equal to 5.50%. The aggregate
scheduled principal balances outstanding as of the cut-off date of the pool I
discount loans and the pool I premium loans were $68,958,783.35 and
$344,424,101.79, respectively. The weighted average interest rates of the pool I
discount loans and the pool I premium loans, as of the cut-off date, were 5.572%
and 5.908%, respectively. The weighted average remaining terms to stated
maturity of the pool I discount loans and the pool I premium loans, as of the
cut-off date, were 358.37 months and 357.92 months, respectively.

     Pool II discount loans will consist of pool II mortgage loans with net loan
rates less than 5.00%. Pool II premium loans will consist of pool II mortgage
loans with net loan rates greater than or equal to 5.00%. The aggregate
scheduled principal balances outstanding as of the cut-off date of the pool II
discount loans and the pool II premium loans were $13,856,432.74 and
$75,790,428.22, respectively. The weighted average interest rates of the pool II
discount loans and the pool II premium loans, as of the cut-off date, were
5.077% and 5.378%, respectively. The weighted average remaining terms to stated
maturity of the pool II discount loans and the pool II premium loans, as of the
cut-off date, were 178.27 months and 177.98 months, respectively.
There are no special hazard, fraud or bankruptcy loss limits.

     The aggregate initial principal balance of the class A certificates as of
April 1, 2005 was $489,949,178.00.

     The aggregate initial principal balance of the class B-1 certificates as of
April 1, 2005 was $6,791,000.00.

     The aggregate initial principal balance of the class B-2 certificates as of
April 1, 2005 was $2,515,000.00.

     The aggregate initial principal balance of the class B-3 certificates as of
April 1, 2005 was $1,510,000.00.

     The aggregate initial principal balance of the class B-4 certificates as of
April 1, 2005 was $755,000.00.

     The aggregate initial principal balance of the class B-5 certificates as of
April 1, 2005 was $755,000.00.

     The aggregate initial principal balance of the class B-6 certificates as of
April 1, 2005 was $754,568.10.

     The class A subordination level is 2.600356778384%.*

     The class B-1 subordination level is 1.250337211420%.*

     The class B-2 subordination level is 0.750366778359%.*

     The class B-3 subordination level is 0.450185723122%.*

     The class B-4 subordination level is 0.300095195503%.*

     The class B-5 subordination level is 0.150004667884%.*

--------

*     Equal to the initial principal balance thereof divided by the aggregate
      scheduled principal balance of all mortgage loans.
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: April 28, 2005