CITICORP
424B2, 1995-12-06
NATIONAL COMMERCIAL BANKS
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Filed pursuant to
Rule 424(b)(2)
Registration No. 33-59791


                                    CITICORP
                               U.S. $7,000,000,000
                    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  December 5, 1995 (To  Prospectus  Supplement,  dated
      August 7, 1995; to Prospectus, dated August 7, 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.


<TABLE> 
<CAPTION> 
SUMMARY OF TERMS: 
<S>                           <C> 

Title of Notes:               6.75% Subordinated Fixed-Rate Notes Due December 
                              15, 2010 (the "Notes"). 
Aggregate
Principal Amount:             $10,000,000.00.

Price to Public:              100%.

Issue Date:                   December 15, 1995.

Stated Maturity:              December 15, 2010.

Interest Rate:                6.75% per annum.

Interest Payment Dates:       Monthly on the 15th day of every month, commencing 
                              on January 15, 1996, and at Stated Maturity.

Regular Record Dates:         The first day of the month in which each Interest
                              Payment Date occurs.

Sinking Fund:                 None.

Redemption:                   The Notes are subject to redemption, in whole but 
                              not in part,  at the option of Citicorp,  on not 
                              more than 60 or less than 30  days' notice, on any  
                              Interest Payment Date occurring on or after 
                              December 15, 1998, at a redemption price of 100% 
                              of their principal amount plus accrued and unpaid   
                              interest to the redemption date.

Selling Agent:                Salomon Brothers Inc

Agent's Commission:           2.125%.

Minimum Denomination:         $1,000.
</TABLE> 


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