CITICORP
424B5, 1996-08-07
NATIONAL COMMERCIAL BANKS
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                                                               Filed pursuant to
                                                                  Rule 424(b)(5)
                                                       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

Supplement, dated August 7, 1996 to the Pricing Supplement, dated
August 5, 1996
     (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.

SUMMARY OF TERMS:

Title of Notes:               7.50% Subordinated Notes Due August 15, 2011
                              (the "Notes").

Aggregate
Principal Amount:             $25,000,000.00.

Price to Public:              100.00%

Issue Date:                   August 15, 1996.

Stated Maturity:              August 15, 2011.

Interest Rate:                7.50% per annum.

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

Selling Agent:                Smith Barney Inc.

Agent's Discount
 or Commission:               2.00%.

Minimum Denomination:         $1,000.

CUSIP Number:                 17303 MFR 5.



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