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                                                                  EXHIBIT-3.(II)

                      By-Laws/Segment to 10Q - Third Qtr

                                     BY-LAWS
                                       OF
                                    CITICORP

                                    ARTICLE I

                                     OFFICES

         SECTION 1.  Principal Office.   The   principal  office  and  place  of
business  of Citicorp  shall be at  399 Park Avenue in the City and State of New
York.

         SECTION 2.  Other Offices.  Citicorp may establish or discontinue, from
to time, such other offices  and places  of business as may be deemed proper for
the conduct of Citicorp's business.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. Annual Meeting.  The annual meeting of stockholders  for the
election of directors and the transaction of such other business as may properly
come  before  the  meeting  shall be held on the third  Tuesday in April of each
year, or if that day be a legal holiday,  on the next succeeding day not a legal
holiday,  or on such  other  date as is  fixed  by  resolution  of the  Board of
Directors, at an hour to be fixed by resolution of the Board of Directors.

         SECTION 2. Special  Meetings.  Special  meetings  of  the  stockholders
may   be  called  at  any  time  by  the  Board  of  Directors   and   shall  be
called   by  the  Secretary  upon  the  written  request,  stating  the  purpose
or  purposes of   any   such  meeting,  of    the   holders   of   common  stock

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who hold of record collectively at least one-third of the  outstanding shares of
common stock.  Unless limited by law, the  Certificate   of  Incorporation,  the
By-Laws,  or by the  terms  of the  notice thereof,  any  and all  business  may
be  transacted  at any  special  meeting of stockholders.

         SECTION 3. Place of  Meetings.  Each meeting of  stockholders  shall be
held at such place  either  within or outside  the State of  Delaware  as may be
designated by the Board of Directors for a particular  meeting prior to the time
when notice thereof is given to the stockholders entitled to vote thereat.

         SECTION  4.  Notice  of  Meetings.  Except  as  otherwise  provided  or
permitted by law, the Certificate of  Incorporation,  or the By-Laws,  notice of
each  meeting  of  stockholders  shall be given to each  stockholder  of  record
entitled to vote thereat  either by delivering  such notice to him personally or
by mailing  the same to him.  If mailed,  the notice  shall be  directed  to the
stockholder  in a  postage-prepaid  envelope at his address as it appears on the
records of Citicorp  unless,  prior to the time of mailing,  he shall have filed
with the Secretary a written request that notices  intended for him be mailed to
some other address,  in which case it shall be mailed to the address  designated
in such request. Notice of each meeting of stockholders shall be in such form as
is approved by the Board of Directors  and shall state the place,  date and hour
of the meeting,  and if for a special  meeting the purpose or purposes for which
the meeting is called,  and shall be given not less than ten nor more than fifty
days before the date of the meeting.

         SECTION 5. Organization. The Chairman shall act as such chairman at all
meetings of  stock-

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holders,   shall  call  all  meetings  of  stockholders  to  order  and  preside
thereat.  In  the  absence  of  the  Chairman,  the  President shall act as such
chairman  and,  in the  absence  of the  Chairman  and the  President,  the Vice
Chairman,  or if there be more than one Vice Chairman  present,  the one of them
first  appointed  to such  office  shall  act as such  chairman.  The  Board  of
Directors may designate an alternate  chairman for any meeting of  stockholders,
and if the  Chairman,  the  President,  and such Vice Chairman are absent from a
meeting and such an alternate  chairman has been designated  therefor,  he shall
act as chairman of the meeting.  In the absence of the Chairman,  the President,
such Vice Chairman and such alternate chairman, or if no such alternate chairman
has been designated for a meeting and the Chairman, the President, and such Vice
Chairman are absent  therefrom,  any stockholder or the proxy of any stockholder
entitled  to vote at the  meeting  may call the  meeting to order and a chairman
shall be elected, who shall preside thereat. The Secretary of Citicorp shall act
as  secretary  at all  meetings  of the  stockholders,  but in his  absence  the
chairman of the meeting may appoint any person  present to act as  secretary  of
the meeting.

         SECTION 6. Inspectors of Election. Except as otherwise provided by law,
every election of directors by vote by ballot at a meeting of stockholders shall
be conducted by three  inspectors of election  appointed for that purpose by the
chairman of the  meeting,  who,  before  entering  upon the  discharge  of their
duties,  shall be duly sworn  faithfully  to execute the duties of inspectors of
election at such meeting with strict impartiality,  and according to the best of
their  ability.  If  any  such   inspector  appointed  to  act  at  any  meeting
shall not be  present  or  shall  fail  to  act, the  chairman  of  the  meeting
shall appoint  some  other  person  present to act as  inspector  in his  place.


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The inspectors  of election at the request of the chairman of the meeting  shall
conduct  any  other  vote  by  ballot  taken  at  such  meeting.  Inspectors  of
election  may also be  appointed to  act  at meetings of  stockholders  at which
directors are  not  to  be  elected,  and at the request of the  chairman of the
meeting  shall  conduct any vote by ballot at such meeting.

         SECTION 7. Quorum and Adjournment.  Except as otherwise provided by law
or by the Certificate of Incorporation,  the holders of a majority of the shares
of stock  entitled  to vote at the  meeting  shall  constitute  a quorum  at all
meetings  of the  stockholders.  In the  absence of a quorum,  the  holders of a
majority  of the shares of stock  present in person or by proxy and  entitled to
vote may adjourn any meeting, from time to time, until a quorum shall attend. At
any such adjourned meeting at which a quorum may be present, any business may be
transacted which might have been transacted at the meeting as originally called.

         SECTION 8. Order of Business.  The order of business at all meetings of
stockholders  shall be as  determined  by the  chairman  of the meeting or as is
otherwise  determined  by the vote of the holders of a majority of the shares of
stock present in person or by proxy and entitled to vote.

         SECTION 9. Vote of Stockholders. Except as otherwise required by law or
the Certificate of Incorporation,  all action by stockholders  shall be taken at
stockholders'  meetings  unless the Board of Directors shall determine that such
action  shall be taken  by  written  consent  of  stockholders.  The vote in the
election of directors at a meeting of stockholders shall be by ballot unless the
Board of Directors determines otherwise, and the vote upon any question before a
meeting of stock-

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holders  shall   be  by   ballot  if  so   directed   by  the  chairman  of  the
meeting.  In a vote by ballot each ballot shall state the number of shares voted
and the name of the stockholder or proxy voting. Except as otherwise required by
law or by the Certificate of Incorporation, directors to be elected at a meeting
of  stockholders  shall be  elected  by a  plurality  of the votes  cast at such
meeting by the holders of shares  entitled to vote in the  election and whenever
any corporate  action,  other than the election of directors,  is to be taken by
vote of the  stockholders  at a meeting  thereof,  it shall be  authorized  by a
majority of the votes cast at such  meeting by the holders of stock  entitled to
vote thereon.



                                   ARTICLE III

                               BOARD OF DIRECTORS

         SECTION 1. Number.  The number of directors  constituting  the Board of
Directors  of  Citicorp  shall be such  number as is fixed  from time to time by
resolution adopted by the Board of Directors or by the stockholders.

         SECTION 2. General  Powers.  The  business,  properties  and affairs of
Citicorp shall be managed by the Board of Directors, which, without limiting the
generality  of the  foregoing,  shall  have  power to appoint  the  officers  of
Citicorp,  to  appoint  and  direct  agents,  and to grant  general  or  limited
authority to  officers,  employees  and agents of Citicorp to make,  execute and
deliver  contracts and other instruments and documents in the name and on behalf
of Citicorp  and over its seal,  without  specific  authority  in each case.  In
addition,  the Board of Directors may exercise all the powers of Citicorp and do
all lawful acts and things which are not reserved to the  stockholders by law or
the Certificate of Incorporation.

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         SECTION  3.  Place of  Meetings.  Meetings  of the Board of  Directors,
whether regular or special, shall be held at the principal office of Citicorp or
such other place  within or without  the State of Delaware as may,  from time to
time, be fixed by resolution of the Board of Directors,  provided that the place
so determined for any meeting may be changed to some other place, in the case of
a  regular  meeting,  by  order  of the  Chairman,  the  President,  or any Vice
Chairman,  and in the case of a  special  meeting,  by order  of the  person  or
persons at whose  request the meeting is called if in either such case the place
so changed  is  specified  in a notice  given as  provided  in Section 6 of this
Article III or in a waiver of notice thereof.

         SECTION 4.  Organization  Meeting.  A newly  elected Board of Directors
shall meet and organize,  as soon as  practicable,  after each annual meeting of
stockholders,  at the  principal  office  of  Citicorp,  without  notice of such
meeting, provided a majority of the whole Board of Directors is present. If such
a majority is not present,  such  organization  meeting may be held at any other
time or place which may be  specified in a notice given as provided in Section 6
of this  Article III for special  meetings  of the Board of  Directors,  or in a
waiver of notice  thereof.  Any business which may properly be transacted by the
Board of Directors may be transacted at any organization meeting thereof.

         SECTION 5. Regular Meetings. The Board of Directors shall meet, without
notice, on the third Tuesday in each month,  unless the Board of Directors shall
otherwise  determine,  at such hour as shall be fixed by resolution of the Board
of  Directors,  and if any such Tuesday shall be a legal  holiday,  the meeting,
unless the Board of Directors  shall otherwise  determine,  shall be held at the
same place where the meeting was to be held, on the next succeeding business day
not a legal holiday, at the

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hour fixed as aforesaid. Any business which properly may  be  transacted  by the
Board of Directors  may be  transacted at any regular meeting thereof.

         SECTION 6.  Special  Meetings:  Notice  and  Waiver of Notice.  Special
meetings  of the Board of  Directors  shall be called  by the  Secretary  on the
request of the Chairman, or in the absence of the Chairman, the President, or in
the absence of the  Chairman and the  President,  any Vice  Chairman,  or on the
request in writing of any three  directors  stating  the  purpose or purposes of
such meeting.  Notice of any special  meeting,  specifying the time and place of
such meeting,  shall be in form  approved by the Chairman,  or in the absence of
the  Chairman,  the  President,  or in the  absence  of  the  Chairman  and  the
President,  such Vice  Chairman,  or if the  meeting is called  pursuant  to the
request of some other  director and there shall be a failure to approve the form
of notice as  aforesaid,  then in form  approved by such  directors.  Notices of
special  meetings  shall be mailed  to each  director,  addressed  to him at his
residence or usual place of business,  not later than two days before the day on
which  the  meeting  is to be held,  or  shall  be sent to him at such  place by
telegraph,  or be delivered  personally or by telephone,  not later than the day
before  such day of  meeting.  Whenever  notice of any  meeting  of the Board of
Directors is required to be given under any provision of law, the Certificate of
Incorporation  or the By-Laws,  a written  waiver thereof signed by the director
entitled to notice, whether before, at, or after the time of such meeting, shall
be deemed  equivalent to notice.  Attendance of a director at any meeting of the
Board of Directors shall  constitute a waiver of notice of such meeting,  except
when the director attends such meeting for the express purpose of objecting,  at
the beginning of the meeting,  to the  transaction of any business  because such
meet-


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ing  is  not  lawfully  called  or  convened.   Neither   the   business  to  be
transacted  at, nor the purpose of, any meeting of the Board of Directors or any
committee thereof need be specified in any written waiver of notice.


         SECTION 7. Organization.  The Chairman shall preside at all meetings of
the Board of  Directors  and the  Executive  Committee of the Board of Directors
(which Committee is provided for in Article IV and is hereinafter referred to as
the "Executive Committee"). In the absence of the Chairman, the President or, in
the absence of the Chairman and the President, the Vice Chairman, or if there be
more than one Vice  Chairman  present,  the one of them first  appointed to such
office,  shall  preside  at all  meetings  of the  Board  of  Directors  and the
Executive  Committee.  In the absence of the Chairman,  the President,  and such
Vice Chairman, a temporary chairman may be chosen by the members of the Board of
Directors or of the Executive  Committee  present to preside at a meeting of the
Board of Directors or of the Executive Committee, respectively. The Secretary of
Citicorp  shall act as the  secretary  at all meetings of the Board of Directors
and of the Executive Committee and in his absence a temporary secretary shall be
appointed by the chairman of the meeting.

         SECTION 8. Quorum and Manner of Acting.  At every  meeting of the Board
of  Directors a majority of the entire  Board of  Directors  shall  constitute a
quorum; and, except as otherwise provided by law, or by Section 1 of Article IV,
the vote of a majority of the  directors  present at any such meeting at which a
quorum is present shall be the act of the Board of Directors.  In the absence of
a quorum, a majority of the directors  present may adjourn any meeting from time
to time, until a quorum is present.  No notice of any adjourned  meeting need be
given other than by announcement at the meeting that is being adjourned.

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         SECTION 9.  Voting.  On any question on which the Board of Directors or
the Executive  Committee  shall vote,  the names of those voting and their votes
shall be entered in the minutes of the  meeting  when any member of the Board of
Directors or the Executive Committee so requests.

         SECTION 10. Directors' Compensation.  The Board of Directors shall have
authority to determine from time to time, the amount of compensation which shall
be paid to any of its members,  provided however that no such compensation shall
be paid to any director who is a salaried officer or employee of Citicorp or any
of its subsidiaries.  Directors shall receive  transportation and other expenses
of attendance.

         SECTION 11. Resignations. Any director may resign at any time either by
oral tender of  resignation  at any meeting of the Board of Directors or by such
tender to the Chairman, the President or any Vice Chairman, or by giving written
notice  thereof to Citicorp.  Any  resignation  shall be  effective  immediately
unless a date certain is specified for it to take effect.



                                   ARTICLE IV

                               EXECUTIVE COMMITTEE

         SECTION  1.  Constitution  and  Powers.  There  shall  be an  Executive
Committee  which shall be  constituted  as provided in Section 2 of this Article
IV.  The  Executive  Committee  shall have and may  exercise,  when the Board of
Directors  is not in  session,  all the  powers  and  authority  of the Board of
Directors in the  management of the business and affairs of Citicorp,  including
the power and  authority to declare  dividends  and to authorize the issuance of
stock and other  securities of Citicorp,  and may authorize the seal of Citicorp
to be

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affixed to all papers  which may require it; but the  Executive  Committee
shall not have the power or authority  in reference to amending the  Certificate
of Incorporation, adopting an agreement of merger or consolidation, recommending
to the stockholders  the sale, lease or exchange of all or substantially  all of
Citicorp's  property and assets,  recommending to the stockholders a dissolution
of Citicorp or a revocation of a dissolution, or amending the By-Laws.

         SECTION 2. Membership;  Meetings; Quorum. The Executive Committee shall
be  composed  of the  Chairman,  who  shall be an  ex-officio  member,  and such
additional  directors not less than three, not officers or employees of Citicorp
or any of its  subsidiaries,  appointed by the Board,  who shall serve until the
next annual  organization  meeting of the Board and until their  successors  are
appointed.  The Board may appoint one or more directors who are also officers or
employees of Citicorp, as alternate ex-officio members of the Committee,  any of
whom may serve in the absence of the Chairman.  Meetings of the Committee  shall
be held upon call of the Chairman,  or in the Chairman's  absence,  an alternate
ex-officio  member.  A majority of the members of the  Committee,  including the
Chairman,  or in the Chairman's absence, an alternate  ex-officio member,  shall
constitute a quorum at any meeting of the Committee,  and the vote of a majority
of the members  present at any such  meeting at which a quorum is present  shall
suffice for the transaction of business. Notice of any meeting shall be given to
each director in the manner  provided in Section 6 of Article III for the giving
of notice or the waiver thereof of a special meeting of the Board of Directors.

         SECTION 3. Records.  The Executive  Committee shall keep minutes of its
acts and  proceedings,  which shall be submitted at the next regular  meeting of
the Board of Directors at which a quorum is pre-

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sent, and  any  action  taken by  the  Board of Directors  with respect  thereto
shall be entered in  the  minutes  of the  Board  of  Directors.  All acts  done
and  powers  conferred  by the  Executive Committee  from  time to time shall be
deemed  to be, and  may be certified as being, done or conferred under authority
of the Board.


                                    ARTICLE V

                                OTHER COMMITTEES

         SECTION 1. Other  Committees.  The Board of Directors may, from time to
time,  appoint other  committees  which shall have such powers and duties as the
Board of Directors may properly determine, and may appoint one of the members of
any such other  committee to be its chairman.  A majority of the members of such
other committees shall  constitute a quorum,  unless otherwise  specified by the
Board of Directors.


         SECTION 2. Place of Meetings:  Notice and Waiver of Notice. Meetings of
committees of the Board of Directors  shall be held at the  principal  office of
Citicorp or at such other places as the  committee in question may, from time to
time,  determine,  subject  to the  provisions  of  Section 2 of Article IV with
respect to meetings of the Executive Committee. Meetings of any committee of the
Board of  Directors  other  than the  Executive  Committee  may be called by the
chairman  of such  committee  or by the  Secretary  at the  request of any other
member thereof. Notice of any meeting of any committee of the Board of Directors
other than the Executive  Committee shall be in form approved by the chairman of
such  committee,  or if the  meeting is called  pursuant  to the request of some
other  member of such  committee  and there is a failure to approve  the form of
notice as aforesaid,

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then in the form approved by such member. The provisions of
Section 6 of  Article  III with  respect  to the  giving and waiver of notice of
special  meetings of the Board of Directors  shall also apply to all meetings of
such other committee.



                                   ARTICLE VI

                                  THE OFFICERS

         SECTION 1.  Officers.  Citicorp  shall  have a Chairman  and may have a
President, one or more Vice Chairmen, one or more Sector Executives, one or more
Senior  Executive Vice Presidents,  one or more Executive Vice  Presidents/Group
Executives/Senior Corporate Officers, a Chairman Credit Policy Committee, one or
more Senior Vice Presidents,  and one or more Vice Presidents,  and shall have a
Secretary and a Chief Auditor; and such officers shall be appointed by the Board
of Directors  which may establish  senior  officer  positions  equivalent to and
having  duties and  powers  the same as these  officers.  The  Chairman  and the
President shall each be a director.  The Board of Directors may also appoint one
or more Deputy Chief Auditors,  Assistant  Secretaries,  and such other officers
and agents as in their  judgment the  business of Citicorp may require,  and any
such officers other than Deputy Chief Auditors may be appointed,  subject to the
authority of the Board of Directors,  by the Chairman,  the President,  any Vice
Chairman, or any Sector Executive.

         SECTION 2. Term of Office.  All officers  shall hold office  during the
pleasure  of and until  removed  by the Board of  Directors,  or, in the case of
officers who may be appointed by the Chairman, the President, any Vice Chairman,
or any  Sector  Executive,  until  removed  by one of  them or by the  Board  of
Directors.

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         SECTION 3. Resignations.  Any officer may resign at any time, either by
oral tender of resignation to the Chairman, the President, any Vice Chairman, or
any Sector  Executive  or by giving  written  notice  thereof to  Citicorp.  Any
resignation  shall be effective  immediately  unless a date certain is specified
for it to take effect.

         SECTION 4. The  Chairman.  The  Chairman  shall be the Chief  Executive
Officer of  Citicorp,  and shall have  general  executive  powers as well as the
specific powers conferred by these By-Laws.  He shall preside at meetings of the
Board  of  Directors  and  the  Executive  Committee  and  at  meetings  of  the
stockholders.

         SECTION 5. The President.  The President  shall be the Chief  Operating
Officer of  Citicorp,  and shall have  general  executive  powers as well as the
specific powers conferred by these By-Laws. In the absence of the Chairman,  the
President  shall  exercise  the  powers and  duties of the  Chairman  related to
meetings of the Board of Directors and the  Executive  Committee and meetings of
the stockholders.

         SECTION 6. The Vice  Chairmen.  In the absence of the  Chairman and the
President and in the order of their appointment to the office, the Vice Chairmen
shall exercise the powers and duties of the Chairman  related to meetings of the
Board of Directors and the Executive Committee and meetings of the stockholders.
The Vice Chairmen  shall have general  executive  powers as well as the specific
powers conferred by these By-Laws.  Each of them shall also have such powers and
duties  as may from time to time be  assigned  by the  Board of  Directors,  the
Chairman, or the President.

         SECTION 7. The Sector  Executives.  Each  Sector  Executive  shall have
general  executive  powers as well as the  specific  powers  conferred  by these
By-Laws. Each Sector Executive shall also have such

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further powers and  duties  as  may  from time to time be assigned to him by the
Board of Directors, the Chairman or the President.

         SECTION 8. The Senior Executive Vice Presidents.  Each Senior Executive
Vice  President  shall have  general  executive  powers as well as the  specific
powers  conferred by these By-Laws.  Each Senior  Executive Vice President shall
also have such further powers and duties as may from time to time be assigned to
him by the  Board  of  Directors,  the  Chairman,  the  President,  or any  Vice
Chairman.

         SECTION  9.  The  Executive  Vice  Presidents/Group   Executives/Senior
Corporate  Officers.   Each  Executive  Vice  President/Group   Executive/Senior
Corporate  Officer shall have general  executive  powers as well as the specific
powers  conferred  by  these  By-Laws.   Each  Executive  Vice  President/Senior
Corporate  Officer  shall also have such  further  powers and duties as may from
time to time be assigned to him by the Board of  Directors,  the  Chairman,  the
President,  or any Vice  Chairman.  Each  Group  Executive  shall also have such
further  powers  and duties as may from time to time be  assigned  to him by the
Board of Directors, the Chairman, the President, or any Sector Executive.

         SECTION  10.  The  Chairman  Credit  Policy  Committee.  The  Board  of
Directors may appoint a Chairman Credit Policy  Committee who shall have general
responsibilities  in connection with the formulation and  administration  of the
credit policies of Citicorp.  He shall have general executive powers, as well as
the specific powers conferred by these By-Laws.  He shall also have such further
powers  and duties as may from time to time be  assigned  to him by the Board of
Directors, the Chairman, or the President.

         SECTION 11. The Senior  Vice  Presidents.  Each  Senior Vice  President
shall have general  executive powers as well as the specific pow-

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ers  conferred  by  these By-Laws.  Each Senior Vice  President  shall also have
such  further  powers and  duties  as may  from  time to  time  be  assigned  to
him by the Board of Directors,  the  Chairman, the President, any Vice Chairman,
or any  Sector Executive.

         SECTION 12. The Vice  Presidents.  The several  Vice  Presidents  shall
perform such duties and have such powers as may from time to time be assigned to
them by the Board of Directors,  the Chairman, the President, any Vice Chairman,
or any Sector Executive.

         SECTION 13. The Secretary.  The Secretary shall attend to the giving of
notice  of all  meetings  of  stockholders  and of the  Board of  Directors  and
committees  thereof,  as  provided  in Section 4 of Article II and  Section 6 of
Article  III,  and shall keep  minutes of all  proceedings  at  meetings  of the
stockholders,  of the Board of Directors and of the Executive Committee, as well
as of all  proceedings at all meetings of other regular  committees of the Board
of  Directors.  He shall  have  charge  of the  corporate  seal and  shall  have
authority to attest any and all instruments or writings to which the same may be
affixed. He shall have charge of the stock ledger and shall keep and account for
all books,  documents,  papers and records of  Citicorp,  except those for which
some other officer or agent is properly accountable.  He shall generally perform
all the duties usually appertaining to the office of Secretary of a corporation.
In the  absence of the  Secretary,  such  person as shall be  designated  by the
Chairman, the President or any Vice Chairman shall perform his duties.

         SECTION 14. The Chief Auditor.  The Board of Directors  shall appoint a
Chief  Auditor who shall be the chief  auditing  officer of  Citicorp.  He shall
continuously  examine the affairs of Citicorp,  and shall report to the Board of
Directors.  He shall have and may exercise the

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powers and duties as from time to time may be conferred upon, or assigned to him
by the Board of Directors.

         SECTION  15.  Compensation.  The  compensation  of  the  Chairman,  the
President,  the Vice Chairmen, the Sector Executives,  the Senior Executive Vice
Presidents,  the Executive  Vice  Presidents/Group  Executives/Senior  Corporate
Officers, the Chairman Credit Policy Committee, the Senior Vice Presidents,  the
Vice Presidents, the Secretary, the Chief Auditor and the Deputy Chief Auditors,
or anyone holding a position  equivalent to the foregoing pursuant to provisions
of these By-Laws, shall be fixed by the Board of Directors.  The compensation of
all other officers and other  employees and agents of Citicorp shall be fixed by
the Chairman, the President, any Vice Chairman, or any Sector Executive or, when
authorized  by the Board of  Directors,  by such  person or  persons as shall be
designated by any of them.


                                   ARTICLE VII

                          STOCK AND TRANSFERS OF STOCK

         SECTION  1.  Stock  Certificates.   The  stock  of  Citicorp  shall  be
represented  by  certificates  signed by the Chairman or the  President  and the
Secretary or an Assistant Secretary. Where any such certificate is countersigned
by a Transfer  Agent,  other than Citicorp or its  employee,  or by a Registrar,
other than Citicorp or its employee, any other signature on such certificate may
be a facsimile, engraved, stamped or printed. In case any such officer, Transfer
Agent or Registrar who has signed or whose  facsimile  signature has been placed
upon any such certificate  shall have ceased to be such officer,  Transfer Agent
or Registrar  before such  certificate  is issued,  it may be issued by Citicorp
with the same effect as if such officer,  Transfer  Agent or Registrar were such
officer,  Transfer Agent or Registrar at the date of its

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issue. The certificates representing the stock of Citicorp shall be in such form
as shall be approved by the Board of Directors.

         SECTION 2. Transfer Agents and Registrars.  The Board of Directors may,
in its  discretion,  appoint one or more banks or trust companies in the Borough
of  Manhattan,  City,  County  and State of New York,  and in such other city or
cities as the Board of  Directors  may deem  advisable,  including  any  banking
subsidiaries  of  Citicorp,  from time to time,  to act as  Transfer  Agents and
Registrars of the stock of Citicorp;  and upon such appointments  being made, no
stock  certificate  shall be valid until  countersigned  by one of such Transfer
Agents and registered by one of such Registrars.

         SECTION 3. Transfers of Stock.  Transfers of stock shall be made on the
books of Citicorp  only by the person named in the  certificate,  or by attorney
lawfully  constituted  in writing,  and upon  surrender  and  cancellation  of a
certificate  or  certificates  for a like  number of shares of the same class of
stock,  with duly executed  assignment and power of transfer endorsed thereon or
attached  thereto,  and with such proof of the authenticity of the signatures as
Citicorp or its agents may reasonably  require.  No transfer of stock other than
on the  records  of  Citicorp  shall  affect  the right of  Citicorp  to pay any
dividend  upon the stock to the holder of record  thereof or to treat the holder
of record as the holder in fact thereof for all purposes,  and no transfer shall
be valid,  except between the parties  thereto,  until such transfers shall have
been made upon the records of Citicorp.

         SECTION 4. Lost Certificates. In case any certificate of stock shall be
lost,  stolen or destroyed,  the Board of Directors,  in its discretion,  or any
officer or  officers or any agent or agents  thereunto  duly  authorized  by the
Board of Directors, may authorize the issue of a substi-

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tute certificate in place  of  the certificate so lost, stolen or destroyed, and
may  cause  or authorize such substitute  certificate to be countersigned by the
appropriate Transfer Agent (or where such duly authorized  agent is the Transfer
Agent  may  itself  countersign)  and  registered by the appropriate  Registrar;
provided,  however,  that,  in  each  such case, the  applicant for a substitute
certificate shall furnish to  Citicorp  and to such of its  Transfer  Agents and
Registrars  as may  require  the same, evidence  to their satisfaction, in their
discretion,  of the loss,  theft or destruction  of  such certificate and of the
ownership thereof,  and also security or indemnity as may by them be required.


                                  ARTICLE VIII

                                 CORPORATE SEAL

         SECTION 1.  Seal.  The seal of Citicorp shall be in such form as may be
approved, from time to time, by the Board of Directors.

         SECTION 2. Affixing and Attesting. The seal of Citicorp shall be in the
custody  of the  Secretary,  who  shall  have  power to  affix it to the  proper
corporate instruments and documents, and who shall attest it. In his absence, it
may be affixed and attested by an Assistant  Secretary or by any other person or
persons as may be designated by the Board of Directors or the Secretary.


                                   ARTICLE IX

                                  MISCELLANEOUS

         SECTION 1.  Fiscal Year.  The fiscal year  of  Citicorp  shall  be  the
calendar year.

         SECTION 2.  Signatures on  Negotiable  Instruments.  All bills,  notes,

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checks  or other  instruments  for the  payment  of money  shall  be  signed  or
countersigned  by such  officers  or agents and in such  manner as, from time to
time, may be prescribed by resolution  (whether general or special) of the Board
of Directors,  or may be  prescribed by any officer or officers,  or any officer
and agent jointly, thereunto duly authorized by the Board of Directors.

         SECTION 3. Execution of Contracts and Other Instruments.  The Chairman,
the President,  any Vice Chairman,  any Sector  Executive,  any Senior Executive
Vice President,  any Executive Vice President/Group  Executive/Senior  Corporate
Officer,  the Chairman Credit Policy Committee,  any Senior Vice President,  any
Vice  President,  the  Secretary,  and the Chief  Auditor,  or anyone  holding a
position  equivalent to the foregoing  pursuant to provisions of these  By-Laws,
shall each have general authority to execute contracts,  bonds, deeds and powers
of attorney in the name of and on behalf of Citicorp.  Any contract,  bond, deed
or power  of  attorney  may also be  executed  in the name of and on  behalf  of
Citicorp by such other officer or such other agent as the Board of Directors may
from to time direct.  The provisions of this Section 3 are  supplementary to any
other provision of these By-Laws.

         SECTION 4. Shares of Other Corporations.  The Chairman,  the President,
any Vice Chairman,  any Sector  Executive,  any Senior Executive Vice President,
any Executive  Vice  President/Group  Executive/Senior  Corporate  Officer,  the
Chairman Credit Policy Committee, any Senior Vice President, any Vice President,
and the  Secretary,  or anyone  holding a position  equivalent  to the foregoing
pursuant to provisions of these By-Laws,  is each authorized to vote,  represent
and exercise on behalf of Citicorp, all rights incident to any and all shares of
any other  corporation  or  corporations  standing in the name of Citicorp.  The
authority   herein   granted  to  said  officer to vote or  represent  on behalf

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<PAGE>
 
of Citicorp any and all shares held by  Citicorp  in any  other  corporation  or
corporations  may be  exercised  by said  officer  in  person  or by any  person
authorized so to do by proxy or power of attorney duly executed by said officer.
Notwithstanding the above,  however, the Board of Directors,  in its discretion,
may designate by resolution the person to vote or represent said shares of other
corporations.

         SECTION  5.  References  to  Article  and  Section  Numbers  and to the
Certificate of  Incorporation.  Whenever in the By-Laws  reference is made to an
Article  or Section  number,  such  reference  is to the number of an Article or
Section  of the  By-Laws.  Whenever  in the  By-Laws  reference  is  made to the
Certificate  of   Incorporation,   such  reference  is  to  the  Certificate  of
Incorporation of Citicorp, as amended.

         SECTION 6.  Reference to Gender.  A reference  in these  By-Laws to one
gender, masculine,  feminine, or neuter includes the other two; and the singular
includes the plural and vice versa and unless the context otherwise requires.



                                    ARTICLE X

                                   AMENDMENTS

         The  By-Laws  may be  altered,  amended or  repealed,  and new  By-Laws
adopted,  from time to time, by the Board of Directors at any regular or special
meeting.

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<PAGE>
 
         The  undersigned,  duly qualified and acting  Secretary of Citicorp,  a
Delaware  corporation,  hereby certifies the foregoing to be a true and complete
copy of the By-Laws of the said Citicorp, as at present in force and effect.

         WITNESS, the hand of the undersigned and the seal of the said Citicorp,
this ......... day of ............................, 19.......



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