Prospectus Supplement
(To Prospectus Dated January 28, 1998)
2,200,000 Shares
Citicorp
Common Stock
Deutsche Bank AG, London Branch (the "Selling Stockholder") is offering
up to 2,200,000 shares (the "Shares") of Citicorp's common stock, par value
$1.00 per share (the "Common Stock"). Sales of the Shares will be made from time
to time at prevailing prices on the New York Stock Exchange.
The Shares have been or will be acquired by the Selling Stockholder in
connection with a forward equity purchase agreement (the "Forward Agreement")
with Citicorp, and are being sold in connection with the termination of the
Forward Agreement. All of the Shares are being offered for the account of the
Selling Stockholder. Citicorp will not receive any of the proceeds of the
offering.
The Selling Stockholder and its affiliates may acquire, hold or sell
additional shares of Common Stock, for their own account or for the account of
customers, in the course of securities trading and other business activities
unrelated to the acquisition or the offer and sale of the Shares.
The date of this Prospectus Supplement is May 14, 1998.
