Exhibit 5(a)




November ___, 1996




Citicorp
399 Park Avenue
New York, NY  10043

Ladies and Gentlemen:

This  opinion is being  provided by the  undersigned,  as an  Associate  General
Counsel of Citibank, N.A. I have acted as counsel to Citicorp in connection with
the filing  with the  Securities  and  Exchange  Commission  (the  "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities  Act"), of a
Registration  Statement  on Form  S-3,  File No.  333-14917  (the  "Registration
Statement")  for the purpose of registering  under the Securities Act Citicorp's
subordinated debt securities (the "Subordinated Debt Securities") and guarantees
of preferred securities of certain trusts (the "Guarantees").

I or attorneys under my supervision have examined originals or copies, certified
or  otherwise  identified  to my  satisfaction,  of such  corporate  records  of
Citicorp and other  documents,  agreements and  instruments,  and have made such
investigations of law, as I have deemed  appropriate as a basis for the opinions
expressed  below.  In arriving at the opinions  expressed  below, I have assumed
that the signatures on all documents that I have examined are genuine.

On the basis of the foregoing,  I am of the opinion that, when the  Registration
Statement become effective under the Securities Act:

(1) When the Subordinated Debt Securities have been duly issued and delivered in
the  manner  contemplated  by  the  Registration  Statement,  and  assuming  due
authentication thereof by the Trustee or by the authenticating agent, if any, in
accordance  with the provisions of the indenture  under which such  Subordinated
Debt  Securities  have  been  issued,  the  Subordinated  Debt  Securities  will
constitute  valid and legally  binding  obligations of Citicorp,  enforceable in
accordance  with their terms,  subject,  as to  enforceability,  to  bankruptcy,
insolvency,  reorganization  and other  similar  laws  relating to or  affecting
creditors' rights generally and to general equity principles; and

(2) When the  Guarantees  have been duly  issued  and  delivered  in the  manner
contemplated by the Registration Statement, the Guarantees will constitute valid
and legally  binding  obligations of Citicorp,  enforceable  in accordance  with
their  terms,  subject,  as  to  enforceability,   to  bankruptcy,   insolvency,
reorganization and other similar laws relating to or affecting creditors' rights
generally and to general equity principles.



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The opinions  expressed herein are limited to the laws of the State of New York,
the General Corporation Law of the State of Delaware and the federal laws of the
United States of America.

I hereby  consent  to the use and  filing of this  opinion  as an exhibit to the
Registration  Statement  and to the  reference to this opinion under the heading
"Validity  of  Securities"  in any  prospectus  filed  in  connection  with  the
Registration  Statement.  In giving such consent,  I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,



Stephen E. Dietz