CITICORP
424B5, 1995-08-07
NATIONAL COMMERCIAL BANKS
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                                                               Filed pursuant to
                                                                  Rule 424(b)(5)
                                                       Registration No. 33-59791

                                  $500,000,000
                                    CITICORP
                       Medium-Term Senior Notes, Series E
                    Medium-Term Subordinated Notes, Series E
                Due From 9 Months to 50 Years From Date of Issue

Pricing  Supplement,  dated August 3, 1995
     (To Prospectus Supplement, dated June 1, 1994,
     to Prospectus, dated June 1, 1994).

                              DESCRIPTION OF NOTES

         The terms of the Notes set forth in this Pricing Supplement  supplement
and modify,  to the extent  applicable,  the  description  of general  terms and
provisions of Citicorp's  Medium-Term  Subordinated Notes, Series E set forth in
the accompanying  Prospectus and Prospectus  Supplement.  Capitalized  terms not
defined  herein  shall  have  the  meanings   assigned  to  such  terms  in  the
accompanying Prospectus and Prospectus Supplement.

SUMMARY OF TERMS:

Title of Notes:                     7.40% Subordinated Notes Due August 25,
                                    2010 (the "Notes").

Aggregate
  Principal Amount:                 $15,000,000.00

Price to Public:                    100%

Issue Date:                         August 25, 1995.

Stated Maturity Date:               August 25, 2010.

Interest Rate:                      7.40%

Interest Payment Dates:             Monthly, on the 25th of each month
                                    commencing on September, 1995 and
                                    ending on the Stated Maturity Date.

Regular Record Dates:               The tenth day of the month  preceding
                                    each Interest  Payment Date,  unless such
                                    day is not a Market day, in which case
                                    the Market day next succeeding.

Sinking Fund:                       None.

Redemption:                         The Notes are subject to redemption, in
                                    whole, at the option of Citicorp, on
                                    not more than 60 or less than 30 days'
                                    notice, on any payment date, on or
                                    after August 25, 2000, at a redemption
                                    price of 100% of their principal amount
                                    plus accrued and unpaid interest to the
                                    redemption date.

Selling Agent:                      Dean Witter Reynolds Inc.

Agent's Commission:                 2.04%.

Minimum Denomination:               $1,000.


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