Filed pursuant to
Rule 424(b)(5)
Registration No. 33-64574
CITICORP
U.S. $5,000,000,000
Global Medium-Term Senior Notes, Series D
U.S. $1,000,000,000
Global Medium-Term Subordinated Notes, Series D
Due From 9 Months to 60 Years From Date of Issue
Pricing Supplement, dated May 16, 1995
(To Prospectus Supplement, dated January 26, 1995;
to Prospectus, dated January 26, 1995)
DESCRIPTION OF NOTES
The terms of the LIBOR Notes set forth in this Pricing
Supplement supplement and modify, to the extent applicable, the
description of general terms and provisions of Citicorp's Global
Medium-Term Senior Notes, Series D 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.
<TABLE>
<CAPTION>
SUMMARY OF TERMS:
<S> <C>
Title of Notes: LIBOR Senior Notes Due May 30, 2000
(the "LIBOR Notes").
Aggregate
Principal Amount: $20,000,000.00.
Issue Date: May 30, 1995.
Stated Maturity Date: May 30, 2000.
Interest Rate Index: Three Month LIBOR.
Spread: Plus 18.75 basis points.
Initial Interest Rate: Three Month LIBOR plus 0.1875%, as
determined on the second Market Day
preceding the Issue Date.
Interest Rate: For each Interest Rate Reset Period,
Three Month LIBOR plus 0.1875%, as
determined on the second Market Day
preceding the related Interest
Determination Date, or in the case
of the Initial Interest Rate, the
second Market Day preceding the
Issue Date.
Interest Commencement Date: May 30, 1995.
Interest Payment Dates: Quarterly, on the 30th of each
February, May, August and November,
commencing August 30, 1995, and at
Stated Maturity.
Interest Rate Reset Period: Quarterly.
Interest Reset Dates: The 30th of each February, May,
August and November.
LIBOR Interest
Determination Dates: Pertaining to an Interest Reset
Date, the second Market Day
preceding such related Interest
Reset Date.
Index Maturity: Three Months.
LIBOR Screen Reference: Telerate Screen Page 3750.
Calculation Dates: The related LIBOR Interest
Determination Date.
Redemption: The Notes are subject to redemption
at the option of Citicorp, on not
more than 60 or less than 30 days'
notice, on each Interest Payment
Date, after and including May 30,
1998, at a redemption price of 100%
of their principal amount plus
accrued and unpaid interest to the
redemption date.
Sinking Fund: The LIBOR Notes are not subject to
any sinking fund.
Regular Record Dates: The date that is 15 calendar days
prior to the related Interest
Payment Date.
Exchange Listing: The LIBOR Notes will be listed on
the Luxembourg Stock Exchange.
Calculation Agent: Citibank, N.A.
Agent: Salomon Brothers International
Limited
Commission: .100%
Price to Public: 100%
</TABLE>
Global Notes
Effective March 1, 1995, The Euroclear System ("Euroclear")
and Cedel Bank, societe anonyme ("Cedel") modified their clearance
procedures such that an issuance of notes represented by a
permanent global note which is exchangeable in part for notes in
definitive form at the request of a beneficial owner is no longer
accepted. Citicorp is therefore required to modify certain of the
terms of its U.S. $5,000,000,000 Global Medium-Term Senior Notes,
Series D (the "Senior Notes") and U.S. $1,000,000,000 Global
Medium-Term Subordinated Notes, Series D (the "Subordinated Notes"
and together with the Senior Notes, the "Notes") issued after April
20, 1995, as described in this Pricing Supplement. For any Issue
of Notes, interests in a temporary global Note may be exchanged
only for (a) interests in a permanent global Note representing all
the Notes of an Issue or (b) definitive Registered Notes or Bearer
Notes representing in the aggregate all the Notes of an Issue, each
in the manner and upon compliance with the procedures described
under "Description of Notes -- Form and Denominations" in the
Prospectus Supplement.
If an Issue of Notes represented by a temporary global Note is
exchangeable only for a permanent global Note, the interests of the
beneficial owners in the temporary global Note representing all the
Notes of such Issue will be exchangeable, commencing 45 days after
the Issue Date thereof, only for interests in a permanent global
Note, without interest coupons, representing the aggregate
principal amount of Notes of such Issue (each, a "Permanent Global
Note").
A beneficial owner of an interest in a Permanent Global Note
may elect, upon not less than 60 days written notice to the London
office of the Security Registrar and the London office of the
Common Depositary given through Morgan Guaranty Trust Company of
New York, Brussels office, as operator of Euroclear and Cedel, to
exchange its interest in such Permanent Global Note for definitive
Bearer Notes or definitive Registered Notes, in each case of like
tenor and of an equal aggregate principal amount and in any
authorized denomination. In the event that any beneficial owner of
an interest in a Permanent Global Note elects to exchange its
interest therein for Notes in definitive form, such beneficial
owner's interest in such Permanent Global Note will be exchanged
for Notes in the definitive form selected by such beneficial owner
and the balance, if any, of the interests in such Permanent Global
Note will be exchanged only for Notes in definitive bearer form.
Upon expiration of the applicable 60 day notice period, the
Common Depositary shall surrender the related Permanent Global Note
to the Security Registrar in exchange for one or more definitive
Bearer Notes, definitive Registered Notes or a combination thereof,
as the case may be, in an aggregate principal amount equal to that
of the surrendered Permanent Global Note. Subsequent to an
exchange of a Permanent Global Note for Notes in definitive form,
owners of interests in such Permanent Global Note may obtain Notes
evidencing such owner's interest therein, in each case of like
tenor and of an equal aggregate principal amount and in any
authorized denomination, from Euroclear or Cedel.
If an Issue of Notes represented by a temporary global Note is
exchangeable only for Notes in definitive form, the interests of
the beneficial owners in such temporary global Note will be
exchangeable, commencing 45 days after the date of issuance
thereof, for one or more definitive Registered Notes, definitive
Bearer Notes, or a combination thereof, in each case, of like tenor
and in an aggregate principal amount equal to that of the temporary
global Note to be exchanged and in any authorized denomination,
provided that each such owner of a beneficial interest in such
temporary global Note provides written notice of its election to
receive such definitive Registered Notes or definitive Bearer
Notes, or a combination thereof, as the case may be, to the London
office of the Security Registrar and the London office of the
Common Depositary given through Euroclear or Cedel on or before the
related Issue Date. In the absence of any such written request,
Citicorp may elect, at its option, to exchange any such interest in
such temporary global Note for one or more definitive Registered
Notes or definitive Bearer Notes.
An exchange of an interest in a temporary global Note for an
interest in a permanent global Note or for definitive Bearer Notes
will be made only upon written certification in the form required
under the applicable Indenture as described under "Description of
Notes -- Form and Denominations" in the Base Prospectus.
All terms used in this Pricing Supplement which are defined in
the applicable Indenture, the Prospectus Supplement or the Base
Prospectus shall have the meanings assigned to them in such
Indenture, Prospectus Supplement or Base Prospectus, as the case
may be.
