As filed with the Securities and Exchange Commission on November 8, 1996
                                                     Registration No. 333-14917
_______________________________________________________________________________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


Citicorp                           Delaware            13-2614988
Citicorp Capital I                 Delaware            To be applied for
Citicorp Capital II                Delaware            To be applied for
Citicorp Capital III               Delaware            To be applied for
Citicorp Capital IV                Delaware            To be applied for
(Exact name of issuer as        (State or other       (I.R.S. Employer 
specified in its charter)       jurisdiction of       Identification No.)
                                incorporation or 
                                organization)                   

                                 399 Park Avenue
                            New York, New York 10043
                                 (212) 559-1000
 (Address, including zip code, and telephone number, including area code, of 
                           principal executive offices)
                                Stephen E. Dietz
                            Associate General Counsel
                                 Citibank, N.A.
                                 425 Park Avenue
                            New York, New York 10043
                                 (212) 559-1000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                   Copies to:
                                John T. Bostelman
                               Sullivan & Cromwell
                                125 Broad Street
                            New York, New York 10004

    Approximate  date of commencement of proposed sale to the public:  From time
to time after the effective date of this Registration Statement.
    If the only  securities  being  registered  on this  form are to be  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. ____
    If any of the securities  being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. __X__
    If this Form is filed to  register  additional  securities  for an  offering
pursuant to Rule 462(b) under the Securities Act, please check the following 
box. ____
and list  the  Securities  Act  registration  number  of the  earlier  effective
registration statement for the same offering. ____
    If this Form is a  post-effective  amendment  filed  pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration number of the earlier registration statement for the same offering.
    If delivery of the  prospectus  is expected to be made pursuant to Rule 434,
please check the following box. __X__


<PAGE>


<TABLE>
<CAPTION>
                                                CALCULATION OF REGISTRATION FEE


-------------------------------------------------------------------------------------------------------------------
          Title of securities               Amount to   Proposed maximum     Proposed maximum          Amount of
            to be registered              be registered offering price per   aggregate offering    registration fee
                                                        unit                 price
<S>                                           <C>                <C>                  <C>                 <C>
-------------------------------------------------------------------------------------------------------------------
Preferred securities of Citicorp              (1)                (2)                  (1)                 N/A
Capital I
-------------------------------------------------------------------------------------------------------------------
Preferred securities of Citicorp              (1)                (2)                  (1)                 N/A
Capital II
-------------------------------------------------------------------------------------------------------------------
Preferred securities of Citicorp              (1)                (2)                  (1)                 N/A
Capital III
-------------------------------------------------------------------------------------------------------------------
Preferred securities of Citicorp              (1)                (2)                  (1)                 N/A
Capital IV
-------------------------------------------------------------------------------------------------------------------
Guarantees by Citicorp of the
above-referenced preferred securities         (3)                (3)                  (3)                 N/A
-------------------------------------------------------------------------------------------------------------------
Subordinated debt securities of Citicorp      (1)                (2)                  (1)                 N/A
===================================================================================================================
         Total                             $1,000,000            N/A               $1,000,000          $303.00(4)
====================================================================================================================
</TABLE>

(1) In no event  will the  aggregate  initial  offering  price of the  preferred
securities of Citicorp Capital I, Citicorp Capital II, Citicorp Capital III, and
Citicorp Capital IV (collectively,  the "Trusts") issued under this Registration
Statement exceed  $1,000,000,  exclusive of accrued  interest and dividends,  if
any. A like amount of  Subordinated  Debt  Securities  may be issued and sold by
Citicorp to any of the Trusts,  in which event such Subordinated Debt Securities
may later be distributed for no additional  consideration  to the holders of the
preferred  securities  of such  Trust upon a  dissolution  of such Trust and the
distribution of the assets thereof.

(2) The proposed maximum offering price per unit will be determined from time to
time in connection with the issuance of the securities registered hereunder.

(3)  Includes  the  rights of  holders  of the  Preferred  Securities  under the
Guarantee and certain  back-up  undertakings,  comprised of the  obligations  of
Citicorp  to  provide  certain  indemnities  in  respect  of,  and  pay  and  be
responsible  for certain costs,  expenses,  debts and liabilities of, each Trust
(other than with respect to the Preferred  Securities)  and such  obligations of
Citicorp as set forth in the Amended and Restated  Declaration  of Trust of each
Trust and the Subordinated  Indenture,  in each case as further described in the
Registration  Statement.  The  Guarantee,  when taken  together with  Citicorp's
obligations under the Subordinated Debt Securities,  the Subordinated  Indenture
and the Amended  and  Restated  Declaration  of Trust,  will  provide a full and
unconditional  guarantee on a subordinated  basis by Citicorp of payments due on
the Preferred Securities.  No separation  consideration will be received for any
Guarantees or such back-up obligations.

(4) Previously paid.

The Registrants  hereby amend this Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrants shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933 or  until  this  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

NOTE: This amendment consists only of certain exhibits.


<PAGE>



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.  Exhibits.

  1(a) -- Form of Underwriting Agreement--Preferred Securities (6)
  3(i) -- Restated Certificate of Incorporation, as amended through June 16, 
          1993, of Citicorp. (2)
          (a)    Certificate of Designations, Series 18 Preferred Stock. (3)
          (b)    Certificate of Designations, Series 19 Preferred Stock. (3)
          (c)    Certificate of Designations, Series 20 Preferred Stock. (3)
          (d)    Certificate of Designations, Series 21 Preferred Stock. (3)
          (e)    Certificate of Designations, Series 22 Preferred Stock. (3)
          (f)    Certificate of Designations, Series 23 Preferred Stock. (3)
  3(ii)-- Bylaws of Citicorp. (4)
  4(a) -- Certificate of Trust of Citicorp Capital I. (Certificates of
          Trust for each other Trust, identical except for the name, will
          be filed upon request.) (Included as part of Exhibit 4(b).)
  4(b) -- Declaration  of Trust  of Citicorp Capital  I. (Declarations  of Trust
          for each other Trust, identical except for the  name,  will  be  filed
          upon request.) (6)
  4(c) -- Form of  Amended  and  Restated  Declaration  of Trust  to be used  in
          connection  with the issuance of Preferred Securities. (6)
  4(d) -- Form of Indenture between Citicorp and Wilmington Trust Company, as 
          Trustee. (6)
  4(e) -- Form of  Supplemental  Indenture to be  used in  connection  with  the
          issuance of Subordinated Debt Securities and Preferred Securities. (6)
  4(f) -- Form of Preferred Security (included as part of Exhibit 4(c)).
  4(g) -- Form of Subordinated Debt Security (included as part of Exhibit 4(d)).
  4(h) -- Form of Guarantee with respect to Preferred Securities. (6)
  5(a) -- Form of opinion  and  consent  of  Stephen E. Dietz, Associate General
          Counsel of Citibank, N.A. (6)
  5(b) -- Form of opinion and consent of Morris, Nichols, Arsht & Tunnell.(6)
  12(a)-- Citicorp  and Subsidiaries--Calculation of  Ratio of Income  to  Fixed
          Charges. (5)
  23(a)-- Consent of KPMG Peat Marwick LLP. (1)
  23(b)-- Consent of Stephen E. Dietz,  Associate  General  Counsel of Citibank,
          N.A. (included as part of Exhibit 5(a)).
  23(c)-- Consent of  Morris,  Nichols,  Arsht  &  Tunnell  (included as part of
          Exhibit 5(b)).
  24   -- Powers of Attorney.
  25(a)-- Statement of Eligibility of Wilmington Trust Company, as Debt  Trustee
          under the Indenture. (1)
  25(b)-- Statement of  Eligibility  of  Wilmington  Trust Company,  as Property
          Trustee   under  the  Amended  and  Restated  Declaration  of Trust of
          Citicorp Capital I. (1)
  25(c)-- Statement  of  Eligibility of Wilmington  Trust Company,  as  Property
          Trustee  under  the  Amended  and  Restated   Declaration  of Trust of
          Citicorp Capital II. (1)
  25(d)-- Statement of Eligibility  of  Wilmington  Trust  Company,  as Property
          Trustee  under  the  Amended  and  Restated  Declaration  of  Trust of
          Citicorp Capital III. (1)
  25(e)-- Statement  of  Eligibility  of Wilmington  Trust Company,  as Property
          Trustee  under  the  Amended  and  Restated  Declaration  of  Trust of
          Citicorp Capital IV. (1)
  25(f)-- Statement  of  Eligibility of Wilmington  Trust Company,  as Preferred
          Guarantee   Trustee  under  the  Preferred  Securities   Guarantee  of
          Citicorp for the  benefit of the  holders of Preferred   Securities of
          Citicorp Capital I. (1)
  25(g)-- Statement  of  Eligibility of Wilmington  Trust Company,  as Preferred
          Guarantee Trustee under the Preferred Securities Guarantee of Citicorp
          for  the   benefit  of   the   holders  of   Preferred  Securities  of
          Citicorp Capital II. (1)

                                      II-1
<PAGE>

  25(h)-- Statement  of  Eligibility of Wilmington  Trust Company,  as Preferred
          Guarantee  Trustee  under  the  Preferred  Securities   Guarantee   of
          Citicorp  for  the  benefit of  the holders of Preferred Securities of
          Citicorp Capital III. (1)
  25(i)-- Statement  of  Eligibility of Wilmington  Trust Company,  as Preferred
          Guarantee  Trustee  under  the  Preferred  Securities   Guarantee   of
          Citicorp  for  the  benefit  of the holders of Preferred Securities of
          Citicorp Capital IV. (1)
--------
   (1)  To be filed by amendment.
   (2)  Incorporated herein by reference to Citicorp's Registration Statement on
        Form S-3, File No. 33-64574.
   (3)  Incorporated herein by reference to Citicorp's Registration Statement on
        Form 8-A,  filed with respect  to the  corresponding series of preferred
        stock.
   (4)  Incorporated herein by reference to Citicorp's Registration Statement on
        Form S-8, File No. 33-53261.
   (5)  Incorporated herein by  reference to  Citicorp's Current Report on  Form
        8-K, dated October 16, 1996.
   (6)  Filed herewith.


                                      II-2
<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  each
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto  duly  authorized,  in The City of New  York,  State of New  York,  on
November 8, 1996.

                                                              CITICORP


                                                          By /s/ Peter Gallant
                                                              Peter Gallant
                                                              Vice President

                                                           CITICORP CAPITAL I
                                                           CITICORP CAPITAL II
                                                           CITICORP CAPITAL III
                                                           CITICORP CAPITAL IV


                                                          By  /s/ Peter Gallant
                                                              Peter Gallant
                                                              Trustee


                                                          By  /s/ Ann Goodbody
                                                              Ann Goodbody
                                                              Trustee

Pursuant to the  requirements  of the Securities Act of 1933,  this amendment to
the  Registration  Statement  has been  signed  below on November 8, 1996 by the
following persons in the capacities with Citicorp indicated below.

         Signature                                  Capacity

                                                 Chairman and Director
            *                                    (Principal Executive Officer)
         John S. Reed
                                                 Executive Vice President
         /s/ Victor J. Menezes                   Chief Financial Officer
         Victor J. Menezes

                                                 Executive Vice President
         /s/ Thomas E. Jones                     (Principal Financial Officer)a
         Thomas E. Jones
----------
a Responsible for financial control, tax, accounting and reporting.

                                      II-3
<PAGE>

         Signature                               Capacity


            *                                    Director
         D. Wayne Calloway


            *                                    Director
         Colby H. Chandler


            *                                    Director
         Paul J. Collins


            *                                    Director
         Kenneth T. Derr


            *                                    Director
         H.J. Haynes


            *                                    Director
         Reuben Mark


            *                                    Director
         Richard D. Parsons


            *                                    Director
         William R. Rhodes


            *                                    Director
         Rozanne L. Ridgway


            *                                    Director
         H. Onno Ruding


            *                                    Director
         Robert B. Shapiro


            *                                    Director
         Frank A. Shrontz

                                      II-4
<PAGE>


         Signature                               Capacity


            *                                    Director
         Franklin A. Thomas


            *                                    Director
         Edgar S. Woolard, Jr.


*By   /s/ Peter Gallant
         Peter Gallant
         Attorney-in-Fact

                                      II-5
<PAGE>

                               Index of Exhibits

  1(a) -- Form of Underwriting Agreement--Preferred Securities (6)
  3(i) -- Restated Certificate of Incorporation, as amended through June 16, 
          1993, of Citicorp. (2)
          (a)    Certificate of Designations, Series 18 Preferred Stock. (3)
          (b)    Certificate of Designations, Series 19 Preferred Stock. (3)
          (c)    Certificate of Designations, Series 20 Preferred Stock. (3)
          (d)    Certificate of Designations, Series 21 Preferred Stock. (3)
          (e)    Certificate of Designations, Series 22 Preferred Stock. (3)
          (f)    Certificate of Designations, Series 23 Preferred Stock. (3)
  3(ii)-- Bylaws of Citicorp. (4)
  4(a) -- Certificate of Trust of Citicorp Capital I. (Certificates of
          Trust for each other Trust, identical except for the name, will
          be filed upon request.) (Included as part of Exhibit 4(b).)
  4(b) -- Declaration  of Trust  of Citicorp Capital  I. (Declarations  of Trust
          for each other Trust, identical except for the  name,  will  be  filed
          upon request.) (6)
  4(c) -- Form of  Amended  and  Restated  Declaration  of Trust  to be used  in
          connection  with the issuance of Preferred Securities. (6)
  4(d) -- Form of Indenture between Citicorp and Wilmington Trust Company, as 
          Trustee. (6)
  4(e) -- Form of  Supplemental  Indenture to be  used in  connection  with  the
          issuance of Subordinated Debt Securities and Preferred Securities. (6)
  4(f) -- Form of Preferred Security (included as part of Exhibit 4(c)).
  4(g) -- Form of Subordinated Debt Security (included as part of Exhibit 4(d)).
  4(h) -- Form of Guarantee with respect to Preferred Securities. (6)
  5(a) -- Form of opinion  and  consent  of  Stephen E. Dietz, Associate General
          Counsel of Citibank, N.A. (6)
  5(b) -- Form of opinion and consent of Morris, Nichols, Arsht & Tunnell.(6)
  12(a)-- Citicorp  and Subsidiaries--Calculation of  Ratio of Income  to  Fixed
          Charges. (5)
  23(a)-- Consent of KPMG Peat Marwick LLP. (1)
  23(b)-- Consent of Stephen E. Dietz,  Associate  General  Counsel of Citibank,
          N.A. (included as part of Exhibit 5(a)).
  23(c)-- Consent of  Morris,  Nichols,  Arsht  &  Tunnell  (included as part of
          Exhibit 5(b)).
  24   -- Powers of Attorney.
  25(a)-- Statement of Eligibility of Wilmington Trust Company, as Debt  Trustee
          under the Indenture. (1)
  25(b)-- Statement of  Eligibility  of  Wilmington  Trust Company,  as Property
          Trustee   under  the  Amended  and  Restated  Declaration  of Trust of
          Citicorp Capital I. (1)
  25(c)-- Statement  of  Eligibility of Wilmington  Trust Company,  as  Property
          Trustee  under  the  Amended  and  Restated   Declaration  of Trust of
          Citicorp Capital II. (1)
  25(d)-- Statement of Eligibility  of  Wilmington  Trust  Company,  as Property
          Trustee  under  the  Amended  and  Restated  Declaration  of  Trust of
          Citicorp Capital III. (1)
  25(e)-- Statement  of  Eligibility  of Wilmington  Trust Company,  as Property
          Trustee  under  the  Amended  and  Restated  Declaration  of  Trust of
          Citicorp Capital IV. (1)
  25(f)-- Statement  of  Eligibility of Wilmington  Trust Company,  as Preferred
          Guarantee   Trustee  under  the  Preferred  Securities   Guarantee  of
          Citicorp for the  benefit of the  holders of Preferred   Securities of
          Citicorp Capital I. (1)
  25(g)-- Statement  of  Eligibility of Wilmington  Trust Company,  as Preferred
          Guarantee Trustee under the Preferred Securities Guarantee of Citicorp
          for  the   benefit  of   the   holders  of   Preferred  Securities  of
          Citicorp Capital II. (1)
  25(h)-- Statement  of  Eligibility of Wilmington  Trust Company,  as Preferred
          Guarantee  Trustee  under  the  Preferred  Securities   Guarantee   of
          Citicorp  for  the  benefit of  the holders of Preferred Securities of
          Citicorp Capital III. (1)

                                      II-6
<PAGE>

  25(i)-- Statement  of  Eligibility of Wilmington  Trust Company,  as Preferred
          Guarantee  Trustee  under  the  Preferred  Securities   Guarantee   of
          Citicorp  for  the  benefit  of the holders of Preferred Securities of
          Citicorp Capital IV. (1)
--------
   (1)  To be filed by amendment.
   (2)  Incorporated herein by reference to Citicorp's Registration Statement on
        Form S-3, File No. 33-64574.
   (3)  Incorporated herein by reference to Citicorp's Registration Statement on
        Form 8-A,  filed with respect  to the  corresponding series of preferred
        stock.
   (4)  Incorporated herein by reference to Citicorp's Registration Statement on
        Form S-8, File No. 33-53261.
   (5)  Incorporated herein by  reference to  Citicorp's Current Report on  Form
        8-K, dated October 16, 1996.
   (6)  Filed herewith.

                                      II-7