EXHIBIT 8.1

                    [Letterhead of Cravath, Swaine & Moore]

                                                                   June 27, 2002

Ladies and Gentlemen:

                  We have acted as special Federal tax counsel to Citibank
(South Dakota), National Association ("Citibank (South Dakota)"), Citibank
(Nevada), National Association ("Citibank (Nevada)"), Citibank Credit Card
Issuance Trust (the "Issuance Trust") and Citibank Credit Card Master Trust I
(the "Master Trust") in connection with the filing on or about the date hereof
by such persons with the Securities and Exchange Commission of a Registration
Statement on Form S-3 (the "Registration Statement"). The Registration Statement
registers under the Securities Act of 1933, as amended, both a collateral
certificate representing an undivided interest in certain assets of the Master
Trust (the "Collateral Certificate") and series of notes secured by the
Collateral Certificate (the "Notes").

                  The Collateral Certificate was issued pursuant to the Pooling
and Servicing Agreement dated as of May 29, 1991, as Amended and Restated as of
October 5, 2001 (the "Pooling and Servicing Agreement"), among Citibank (South
Dakota), as Seller and Servicer, Citibank (Nevada), as Seller, and Deutsche Bank
Trust Company Americas (formerly Bankers Trust Company), as Trustee (the "Master
Trust Trustee"), and a related Series Supplement to the Pooling and Servicing
Agreement (the "Series Supplement") among Citibank (South Dakota), as Seller and
Servicer, Citibank (Nevada), as Seller, and the Master Trust Trustee. The Notes
will be issued under an Indenture (the "Indenture") between the Issuance Trust
and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as
Trustee.





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                  In that connection, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for the purposes of this opinion, including (a) the Pooling and
Servicing Agreement and the Series Supplement, (b) the Indenture, (c) the
Collateral Certificate, (d) specimens of the Notes, (e) the Registration
Statement, and (f) the form of prospectus forming part of the Registration
Statement (the "Prospectus") and the form of prospectus supplement forming part
of the Registration Statement (the "Prospectus Supplement"), each relating to
the Notes.

                  Based upon the foregoing, we hereby confirm that (i) the
statements set forth in the Prospectus under the heading "Tax Matters"
accurately describe the material Federal income tax consequences to holders of
the Notes and (ii) the statements set forth in the Prospectus under the caption
"Benefit Plan Investors", to the extent that they constitute statements of
matters of law or legal conclusions with respect thereto, accurately describe
the material consequences to holders of Notes under the Employee Retirement
Income Security Act of 1974, as amended.

                  We know that we are referred to under the headings "Prospectus
Summary -- Tax Status", "Tax Matters -- Tax Characterization of the Notes" and
"Legal Matters" in the Prospectus, and we hereby consent to such use of our name
therein and to the use of this opinion for filing with the Registration
Statement as Exhibits 8.1 and 23.2 thereto.

                                                     Very truly yours,

                                                     /s/ Cravath, Swaine & Moore


Citibank (South Dakota), National Association
      701 East 60th Street, North
            Sioux Falls, South Dakota 57117

Citibank (Nevada), National Association
      8725 West Sahara Avenue
            Las Vegas, Nevada 89163

Citibank Credit Card Issuance Trust
      c/o Citibank (South Dakota), National Association,
      as Managing Beneficiary
            701 East 60th Street, North
                  Mail Code 1251
                        Sioux Falls, South Dakota 57117





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Citibank Credit Card Master Trust I
      c/o Citibank (South Dakota), National Association,
      as Servicer
            701 East 60th Street, North
                  Sioux Falls, South Dakota 57117