CITICORP
424B2, 1996-09-24
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 September 20, 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:             7.40% Subordinated Notes Due September 15, 2008 (the
                            "Notes").

Aggregate
Principal Amount:           $2,853,000.00.

Price to Public:            100.00%.

Issue Date:                 September 25, 1996.

Stated Maturity Date:       September 15, 2008.

Interest Rate:              7.40%.

Interest Payment Dates:     Monthly, on the 15th day of each month, commencing
                            October 1996, and at Maturity.

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

Sinking Fund:               None.

Redemption:                 The Notes are subject to redemption, only 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 September 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 & Company.

Agent's Commission:         2.00%.

Minimum Denomination:       $1,000.

CUSIP Number:               17303 MGA 1.




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