Filed pursuant to
Rule 424(b)(2)
Registration No. 333-20803
$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 May 21, 1997
(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 3/8% Subordinated Notes Due June 15, 2012 (the
"Notes").
Aggregate
Principal Amount: $35,000,000.00.
Price to Public: Offered at varying prices related to prevailing market
rates.
Issue Date: May 28, 1997.
Stated Maturity Date: June 15, 2012.
Interest Rate: 7 3/8%.
Interest Payment Dates: Monthly, on the 15th day of each month, commencing in
June 1997, and at Stated 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, 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 June 15 or December 15, on or after June
15, 2001, at a redemption price of 100% of their
principal amount plus accrued and unpaid interest to
the redemption date.
<PAGE>
Selling Agent: Merrill Lynch & Co.
Agent's Commission: 2.375%.
Minimum Denomination: $1,000.
CUSIP Number: 17303 MGN 3.
