CITICORP
424B2, 1996-06-05
NATIONAL COMMERCIAL BANKS
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Filed pursuant to
Rule 424(b)(2)
Registration No. 33-59791

                                          $1,000,000,000
                                             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 June 4, 1996 (To Prospectus  Supplement,  dated March
26, 1996, to Prospectus, dated February 8, 1996).

                                       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:               7.375% Subordinated Notes Due June 15, 2008 
                              (the "Notes").

Aggregate
  Principal Amount:           $2,424,000.00.

Price to Public:              100.00%.

Issue Date:                   June 7, 1996.

Stated Maturity Date:         June 15, 2008.

Interest Rate:                7.375%.

Interest Payment Dates:       Monthly, on the 15th day of each month, commencing
                              in July 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, on or after June 15, 
             1999, at a redemption price  of  100% of their principal amount 
             plus accrued and unpaid interest to the redemption date.

Selling Agent:                J.W. Korth & Co.

Agent's Commission:           2.00%.

Minimum Denomination:         $1,000.

CUSIP Number:                 17303 MFH 7.


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