CITICORP
424B2, 1996-02-20
NATIONAL COMMERCIAL BANKS
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                                                               Filed pursuant to
                                                                  Rule 424(b)(2)
                                                       Registration No. 33-59791

                                  $500,000,000
                                    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 February 16, 1996 (To Prospectus  Supplement,  dated
August 7, 1995, to Prospectus, dated August 7, 1995).

                              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:                6.50% Subordinated Notes Due February 15, 2011
                                 (the "Notes").

Aggregate
  Principal Amount:            $5,000,000.00.

 Price to Public:              99.750%.

 Issue Date:                   February 22, 1996.

 Stated Maturity Date:         February 15, 2011.

 Interest Rate:                6.50%.

 Interest Payment Dates:       Semi-annually, on the 15th day of each February
                               and August, commencing on August 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 not subject to redemption.

 Selling Agent:                J.W. Korth & Co.

 Agent's Commission:           0.971%.

 Minimum Denomination:         $1,000.

 CUSIP Number:                 17303 MET 2.




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