AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 15, 1996

                                                       REGISTRATION NO. 33-_____
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                     -------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                    --------

                                    CITICORP
             (Exact name of registrant as specified in its charter)

         Delaware                                             13-2614988
(State or other jurisdiction                               (I.R.S. employer
of incorporation or organization)                         identification no.)

                                    --------

                                 399 Park Avenue
                               New York, NY 10043
              (Address of registrant's principal executive offices)

                       Citicorp Deferred Compensation Plan
                            (Full title of the plan)

                                Stephen E. Dietz
                            Associate General Counsel
                                 Citibank, N.A.
                                 425 Park Avenue
                               New York, NY 10043
                            Telephone: (212) 559-3430

                 (Name, address and telephone number, including
                        area code, of agent for service)
                                    ---------
<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
=====================================================================================================
Title of each class of   Amount to be      Proposed maximum     Proposed maximum        Amount of
   securities to be       registered      offering price per   aggregate offering    registration fee
      registered                              obligation            price (2)
-----------------------------------------------------------------------------------------------------
<S>                      <C>              <C>                  <C>                   <C>    
Deferred
Compensation
Obligations (1)          $100,000,000     100%                 $100,000,000          $34,483
=====================================================================================================

(1)  The Deferred Compensation Obligations are unsecured obligations of Citicorp
     to pay deferred  compensation in the future in accordance with the terms of
     the Citicorp Deferred Compensation Plan.
(2)  Estimated solely for the purpose of determining the registration fee.
</TABLE>

This  Registration  Statement  shall become  effective upon filing in accordance
with Section 8(a) of the Act and Rule 462 thereunder.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     (a) The  following  documents  filed with the  Commission  by Citicorp  are
incorporated by reference in this Registration  Statement as of their respective
filing dates:

     (1) Annual Report and Form 10-K for the year ended December 31, 1994, filed
pursuant to Section 13 of the  Securities  Exchange  Act of 1934 (the  "Exchange
Act"); and

     (2) Financial  Review and Form 10-Q for the quarters  ended March 31, 1995,
June 30, 1995 and September 30, 1995; Current Reports on Form 8-K, dated January
17, 1995 and April 18,  1995,  July 18,  1995,  October 17, 1995 and January 16,
1996 filed pursuant to Section 13 of the Exchange Act.

     (b) All documents subsequently filed by Citicorp pursuant to Sections 13(a)
and (c) of the Exchange  Act, any  definitive  proxy or  information  statements
filed  pursuant  to  Section  14 of the  Exchange  Act in  connection  with  any
subsequent stockholders' meeting and any reports filed pursuant to Section 15(d)
of the Exchange Act,  prior to the filing of a  post-effective  amendment  which
indicates  that  all  securities  offered  have  been  sold or  deregisters  all
securities then remaining  unsold,  shall be incorporated by reference into this
Registration  Statement  and be a part  hereof  from the date of  filing of such
documents.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be modified or superseded for purposes of this  Registration  Statement to
the extent that a statement  contained herein or in any other subsequently filed
document which also is incorporated  by reference  herein modifies or supersedes
such statement.  Any such statement so modified or superseded  shall not, except
as so modified or superseded, constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

     The Citicorp  Deferred  Compensation  Plan (the "Plan") became effective in
October  1995.   $100,000,000   of  Deferred   Compensation   Obligations   (the
"Obligations")  are being  registered  under this  Registration  Statement to be
offered to certain eligible employees of Citicorp and its affiliates pursuant to
the  Plan.  The  Plan  requires  Participants  to defer  25% of  their  Variable
Compensation  Awards into  Mandatory  Deferral  Accounts whose return equals the
return on Citicorp  Common Stock,  and allows  Participants to defer from 10% to
85% of the  remainder  of their  Variable  Compensation  Awards  into  Voluntary
Deferral  Accounts which may be allocated among a variety of investments,  which
may include an account whose return equals the return on Citicorp  Common Stock.
The amounts credited to the Mandatory Deferral Accounts are generally payable to
the  Participant  in cash five years after they are  credited  to the  Mandatory
Deferral


<PAGE>



Account;  however, with certain exceptions,  a Participant may elect to postpone
cash  distribution  of the amounts in the Mandatory  Deferral  Account by having
such amount credited to a Voluntary  Deferral  Account.  The  Obligations  being
registered  under  this  Registration  Statement  relate  solely to the  amounts
invested into Voluntary Deferral Accounts.

     The  Obligations  are  general  unsecured  obligations  of  Citicorp to pay
deferred  compensation  in the future in  accordance  with the terms of the Plan
from the general  assets of Citicorp,  and rank pari passu with other  unsecured
and  unsubordinated  indebtedness  of  Citicorp  from time to time  outstanding.
However, because Citicorp is a holding company, the right of Citicorp, hence the
right  of  creditors  of  Citicorp  (including  Participants  in the  Plan),  to
participate  in any  distribution  of the  assets  of any  subsidiary  upon  its
liquidation or reorganization  or otherwise is necessarily  subject to the prior
claims of  creditors  of the  subsidiary,  except to the extent  that  claims of
Citicorp  itself as a creditor of the subsidiary  may be  recognized.  There are
various legal limitations on the extent to which Citicorp's banking subsidiaries
may extend credit, pay dividends or otherwise supply funds to Citicorp.

     The amount of  compensation  deferred by each  Participant is determined in
accordance with the Plan based on the Participant's  elections.  Under the Plan,
Obligations in the Voluntary Deferral Accounts are allocated, at the election of
the  Participant,  among one or more investment funds offered to participants in
the  Plan.  Each  Participant's  Obligation  will be  adjusted  to  reflect  the
investment  experience of the underlying  funds,  including any  appreciation or
depreciation.  Obligations in Voluntary Deferral Accounts are payable in cash in
a year  selected by the  Participant  at least five years after the  deferral or
upon retirement,  subject to certain exceptions. The Obligations are denominated
and payable in United States dollars.

     A  Participant's  right or the right of any other person to the Obligations
cannot  be  assigned,  alienated,  sold,  garnished,   transferred,  pledged  or
encumbered  except by a written  designation of a beneficiary under the Plan, by
written will, or by the laws of descent and distribution.

     The Obligations are not subject to redemption,  in whole or in part,  prior
to the individual payment dates specified by the Participants. However, Citicorp
reserves  the right to amend or terminate  the Plan at any time,  except that no
such amendment or termination  shall adversely affect the right of a Participant
to the Account Balance as of the date of such amendment or termination.

     The Obligations will not have the benefit of a negative pledge or any other
affirmative  or negative  covenant on the part of Citicorp.  No trustee has been
appointed  having  authority to take action with respect to the  Obligations and
each Participant will be responsible for acting  independently  with respect to,
among  other  things,  the giving of notices,  responding  to any  requests  for
consents,  waivers  or  amendments  pertaining  to  the  Obligations,  enforcing
covenants and taking action upon a default.




<PAGE>



ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Subsection (a) of Section 145 of the General  Corporation  Law of the State
of  Delaware  empowers  a  corporation  to  indemnify  any  person who was or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the  corporation as a director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

     Subsection  (b) of Section 145  empowers a  corporation  to  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  gorth  above,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the  defense or  settlement  of such action or suit if he acted
under similar standards,  except that no indemnification  may be made in respect
of any claim,  issue or matter as to which such person shall have been  adjudged
to be liable to the corporation  unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity for such expenses which the court shall deem proper.

     Section 145 further  provides that to the extent a director or officer of a
corporation, among others, has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
or in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith;  that expenses incurred by a director or officer in
defending  any action,  suit or  proceeding  may be paid by the  corporation  in
advance of the final disposition thereof upon receipt of an undertaking by or on
behalf of such  director  or officer to repay  such  amount if it is  ultimately
determined  that such  director or officer is not  entitled  to  indemnification
under Section 145; and that indemnification and advancement of expenses provided
for by Section 145 shall not be deemed  exclusive  of any other  rights to which
the person seeking  indemnification  or advancement of expenses may be entitled;
and empowers the  corporation to purchase and maintain  insurance on behalf of a
director or officer of the



<PAGE>



corporation,  among  others,  against  any  liability  asserted  against  him or
incurred  by him in any such  capacity  or  arising  out of his  status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liabilities under Section 145.

     The Restated  Certificate of Incorporation,  as amended,  of the registrant
provides,  in effect, that, to the extent and under the circumstances  permitted
by subsections  (a) and (b) of Section 145, the  registrant (i) shall  indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
action,  suit or proceeding  described in such subsections (a) and (b) by reason
of the fact that he is or was a director  or officer of the  registrant  against
expenses,  judgments,  fines  and  amounts  paid in  settlement,  and  (ii)  may
indemnify  any person who was or is a party or is  threatened to be made a party
to any such action,  suit or  proceeding if such person was an employee or agent
of the  registrant  and is or was serving at the request of the  registrant as a
director, officer, employee or agent or another corporation,  partnership, joint
venture,  trust or other enterprise.  Such Restated Certificate of Incorporation
also  provides,  in effect,  that expenses  incurred by a director or officer in
defending a civil or criminal  action,  suit or proceeding  shall be paid by the
registrant  in  advance  of the final  disposition  thereof  upon  receipt of an
undertaking  by or on behalf of the  director or officer to repay such amount if
it shall  ultimately be determined that such director or officer is not entitled
to be indemnified by the registrant. In addition, as permitted by Section 145 of
the General Corporation Law of the State of Delaware,  the registrant  maintains
liability insurance covering directors and officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     5    Opinion and consent of Stephen E. Dietz,  Associate General Counsel of
          Citibank, N.A.

    10    Citicorp Deferred Compensation Plan

  23(a)   Consent of KPMG Peat Marwick LLP.

  23(b)   Consent of Stephen E. Dietz,  Associate  General  Counsel of Citibank,
          N.A. (included as part of Exhibit 5).

     24   Powers of Attorney of Messrs. Reed, Calloway, Chandler, Chia, Collins,
          Derr, Haynes, Rhodes, Ridgway, Ruding, Shapiro, Shrontz, Smith, Thomas
          and Woolard as Directors and/or officers of Citicorp.


<PAGE>


ITEM 9.   UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The undersigned hereby undertakes that, for purposes of determining any
liability  under the  Securities  Act of 1933,  each filing of the  registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of  1933,  Citicorp
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  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 February 15, 1996.

                                        CITICORP


                                        By /s/ Gregory C. Ehlke
                                           ---------------------
                                             Gregory C. Ehlke
                                             Vice President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been  signed  below  on  February  __,  1996 by the
following persons in the capacities indicated.

       Signature                                       Capacity
       ---------                                       --------

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

   /s/ Thomas E. Jones                               Executive Vice President
   -------------------                         (Principal Financial Officer(1))
     Thomas E. Jones

           *
   ------------------                                        Director
     D. Wayne Calloway

           *
   ------------------                                        Director
    Colby H. Chandler

           *
   ------------------                                        Director
     Pei-yuan Chia

           *
   ------------------                                        Director
     Paul J. Collins

           *
   ------------------                                        Director
    Kenneth T. Derr

----------
(1) Primary responsibility for financial control, tax, accounting and reporting.



<PAGE>

       Signature                                            Capacity
       ---------                                            --------

          *
   ------------------                                        Director
       H.J. Haynes

          *
   ------------------                                        Director
   William R. Rhodes

          *
   ------------------                                        Director
   Rozanne L. Ridgway

          *
   ------------------                                        Director
   Dr. H. Onno Ruding

          *
   ------------------                                        Director
    Robert B. Shapiro

          *
   ------------------                                        Director
    Frank A. Shrontz

          *
   ------------------                                        Director
     Roger B. Smith

          *
   ------------------                                        Director
   Franklin A. Thomas

          *
   ------------------                                        Director
 Edgar S. Woolard, Jr.


*    Gregory C. Ehlke by signing  his name  hereto,  does sign this  document on
     behalf of each person  indicated above pursuant to a power of attorney duly
     executed  by such  person  and  filed  with  the  Securities  and  Exchange
     Commission.


                                                   By  /s/ Gregory C. Ehlke
                                                     ---------------------------
                                                           Gregory C. Ehlke
                                                           Attorney-in-Fact