CITICORP
424B5, 1995-08-07
NATIONAL COMMERCIAL BANKS
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                                                               Filed pursuant to
                                                                  Rule 424(b)(5)
                                                      Registration Nos. 33-59791

                                    CITICORP
                               U.S. $5,000,000,000
                    Global Medium-Term Senior Notes, Series C
                               U.S. $1,000,000,000
                 Global Medium-Term Subordinated Notes, Series C
                Due From 9 Months to 60 Years From Date of Issue

Pricing  Supplement,  dated  August 3,  1995 
     (To Prospectus Supplement, dated January 26, 1995;
     to Prospectus, dated January 26, 1995)

                              DESCRIPTION OF NOTES

         The  terms  of  the  Subordinated  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  Subordinated
Notes,  Series  C 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.

         Interest rates offered by Citicorp with respect to the Notes may differ
depending  upon,  among other things,  the aggregate  principal  amount of Notes
purchased in any single transaction.

SUMMARY OF TERMS:

Title of Notes:               7.40% Subordinated Notes Due August 23, 2010
                              (the "Notes").
Aggregate
Principal Amount:             $10,000,000.00.

Price to Public:              100%.

Issue Date:                   August 23, 1995.

Stated Maturity:              August 23, 2010.

Interest Rate:                7.40% per annum.

Interest Payment Dates:       Monthly on the 23rd day of every  month,
                              commencing  on  September  23,  1995 and at
                              Stated Maturity.

Regular Record Dates:         The eighth 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, only in
                              whole, at the option of Citicorp, on not
                              more than 60 nor less than 30 days' notice,
                              on any Interest Payment Date, on or after
                              August 23, 2000, at a redemption price of
                              100% of their principal amount plus accrued
                              and unpaid interest to the redemption date.

Selling Agent:                Lehman Brothers Inc.

Agent's Commission:           2.00%.

Minimum Denomination:         $1,000.


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