As filed with the Securities and Exchange Commission on December 16, 1996
    

                                                      Registration No. 333-14917
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------
   
                                 AMENDMENT NO. 2
                                       TO
    
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

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

                                 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 Capital I         (1)               (2)                      (1)                      N/A
Preferred securities of Citicorp Capital II        (1)               (2)                      (1)                      N/A
Preferred securities of Citicorp Capital III       (1)               (2)                      (1)                      N/A
Preferred securities of Citicorp Capital IV        (1)               (2)                      (1)                      N/A
   
Guarantee obligations of Citicorp with
respect to the above-referenced preferred          (3)               (3)                      (3)                      N/A
securities
    
Subordinated debt securities of Citicorp           (1)               (2)                      (1)                      N/A
   
      Total                                   $750,000,000           N/A                  $750,000,000             $227,272(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 $750,000,000,  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) The  securities  registered  include the rights of holders of the  Preferred
Securities  under  the  Preferred  Securities  Guarantees  and  certain  back-up
obligations of Citicorp as set forth in the Amended and Restated  Declaration of
Trust of each Trust and the Indenture,  in each case as further described in the
Registration  Statement.  The back-up  obligations  comprise 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).  The Preferred Securities
Guarantees,   when  taken  together  with  Citicorp's   obligations   under  the
Subordinated  Debt  Securities,  the  Indenture  and the  Amended  and  Restated
Declarations  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 such obligations of Citicorp.

(4) $303 has previously been paid.
    

<PAGE>

PROSPECTUS

                                    Citicorp

                          Subordinated Debt Securities

                                 ---------------

                               Citicorp Capital I
                               Citicorp Capital II
                              Citicorp Capital III
                               Citicorp Capital IV

                              Preferred Securities
                     fully and unconditionally guaranteed by
                                    Citicorp

                                 ---------------

      Citicorp ("Citicorp" or the "Company"),  a Delaware corporation,  may from
time to time  offer its  subordinated  debentures,  notes or other  evidence  of
indebtedness (the  "Subordinated  Debt Securities") in one or more series and in
amounts,  at prices and on terms to be  determined  at the time of the offering.
The  Subordinated  Debt Securities when issued will be unsecured  obligations of
the Company.  The Company's  obligations  under the Subordinated Debt Securities
will  be   subordinate   and  junior  in  right  of  payment  to  certain  other
indebtedness,  as may be described in an accompanying Prospectus Supplement (the
"Prospectus Supplement").

   
      Citicorp Capital I, Citicorp Capital II, Citicorp Capital III and Citicorp
Capital IV (each, a "Trust"),  each a statutory  business trust formed under the
laws  of the  State  of  Delaware,  may  offer,  from  time to  time,  preferred
securities,  representing  undivided  beneficial  interests in the assets of the
respective  Trust  ("Preferred  Securities").   The  payment  of  periodic  cash
distributions  ("distributions") with respect to Preferred Securities of each of
the Trusts out of moneys held by each of the Trusts, and payment on liquidation,
redemption  or otherwise  with  respect to such  Preferred  Securities,  will be
guaranteed  by  Citicorp  to the  extent  described  herein  (each a  "Preferred
Securities Guarantee"). See "Description of the Preferred Securities Guarantees"
below.  Citicorp's  obligations  under the Preferred  Securities  Guarantees are
subordinate and junior in right of payment to all other  liabilities of Citicorp
and rank pari passu with the most senior  preferred  stock,  if any, issued from
time to time by Citicorp.  Subordinated  Debt  Securities may be issued and sold
from time to time in one or more series to a Trust,  or a trustee of such Trust,
in connection with the investment of the proceeds from the offering of Preferred
Securities  and  Common  Securities  (as  defined  herein,  together  the "Trust
Securities") of such Trust.  The  Subordinated  Debt  Securities  purchased by a
Trust  may  be  subsequently  distributed  pro  rata  to  holders  of  Preferred
Securities  and Common  Securities in connection  with the  dissolution  of such
Trust  upon  the  occurrence  of  certain  events  as  may  be
    


                                       1
<PAGE>

   
described in an accompanying Prospectus Supplement. Citicorp's obligations under
the Preferred Securities  Guarantees,  taken together with its obligations under
the  Subordinated  Debt  Securities,  the Indenture and the  Declarations,  will
provide a full and unconditional  guarantee on a subordinated  basis by Citicorp
of payments due on the Preferred  Securities.  The Subordinated  Debt Securities
and the Preferred Securities and the related Preferred Securities Guarantees and
other related  obligations  of Citicorp are sometimes  collectively  referred to
hereafter as the "Offered Securities."
    

      Specific terms of the  Subordinated  Debt  Securities of any series or the
Preferred  Securities of any Trust,  the terms of which will mirror the terms of
the  Subordinated  Debt  Securities  held by the Trust, in respect of which this
prospectus  (the  "Prospectus")  is  being  delivered  will  be set  forth  in a
Prospectus  Supplement  with respect to such  securities,  which will  describe,
without  limitation  and where  applicable,  the  following:  (i) in the case of
Subordinated  Debt Securities,  the specific  designation,  aggregate  principal
amount,  denomination,  maturity,  premium,  if any, any  exchange,  conversion,
redemption  provisions,  if any, interest rate (which may be fixed or variable),
if any, the time and method of calculating  interest payments,  if any, dates on
which  premium,  if any, and  interest,  if any,  will be payable,  the right of
Citicorp,  if any,  to  defer  payment  of  interest  on the  Subordinated  Debt
Securities  and the maximum length of such deferral  period,  the initial public
offering price,  subordination  terms, and any listing on a securities  exchange
and other  specific  terms of the  offering;  and (ii) in the case of  Preferred
Securities,  the designation,  number of securities,  liquidation preference per
security,  initial public offering price, any listing on a securities  exchange,
distribution   rate  (or  method  of  calculation   thereof),   dates  on  which
distributions  shall be payable and dates from which distributions shall accrue,
any voting rights,  terms for any conversion or exchange into other  securities,
any  redemption,   exchange  or  sinking  fund  provisions,  any  other  rights,
preferences,  privileges,  limitations or restrictions relating to the Preferred
Securities  and the terms upon which the  proceeds of the sale of the  Preferred
Securities  shall be used to  purchase a specific  series of  Subordinated  Debt
Securities of Citicorp.

      The Offered  Securities may be offered in amounts,  at prices and on terms
to be determined at the time of offering.  The Prospectus Supplement relating to
any series of Offered Securities will contain information  concerning the United
States federal income tax considerations applicable to purchasers of the Offered
Securities.

      Citicorp  and/or  each of the  Trusts  may  sell  the  Offered  Securities
directly,  through agents designated from time to time, or through  underwriters
or dealers.  See "Plan of Distribution"  below. If any agents of Citicorp and/or
any Trust or any underwriters or dealers are involved in the sale of the Offered
Securities, the names of such agents, underwriters or dealers and any applicable
commissions  and  discounts  will  be  set  forth  in  any  related   Prospectus
Supplement.

      This Prospectus and related  Prospectus  Supplements may be used by direct
or indirect subsidiaries of Citicorp in connection with offers and sales related
to secondary market  transactions in the Offered  Securities.  Such subsidiaries
may act as principal or agent in such  transactions.  Such sales will be made at
prices related to prevailing market prices at the time of sale.

      This Prospectus may not be used to consummate sales of securities unless a
Prospectus Supplement is also delivered.


                                        2
<PAGE>

                                 ---------------

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                  ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                       REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.
                                 ---------------

       THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR SAVINGS ACCOUNTS
        AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
              OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

   
                The date of this Prospectus is December 16, 1996
    


                                        3
<PAGE>

      FOR NORTH CAROLINA  RESIDENTS:  THE COMMISSIONER OF INSURANCE OF THE STATE
OF NORTH  CAROLINA HAS NOT  APPROVED OR  DISAPPROVED  THIS  OFFERING NOR HAS THE
COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.

                              AVAILABLE INFORMATION

   
      This Prospectus constitutes a part of a combined Registration Statement on
Form S-3 (together with all amendments and exhibits  thereto,  the "Registration
Statement")  filed by Citicorp and the Trusts with the  Securities  and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Se curities Act"), with respect to the Offered Securities. This Prospectus does
not contain all of the  information  set forth in such  Registration  Statement,
certain parts of which are omitted in accordance  with the rules and regulations
of the  Commission,  although it does include a summary of the material terms of
the Indenture and the Declaration of Trust (each as defined  herein).  Reference
is made to such Registration  Statement and to the exhibits relating thereto for
further  information  with  respect to the  Company,  the Trusts and the Offered
Securities.  Any statements  contained  herein  concerning the provisions of any
document filed as an exhibit to the  Registration  Statement or otherwise  filed
with the  Commission or  incorporated  by reference  herein are not neces sarily
complete, and, in each instance,  reference is made to the copy of such document
so filed for a more  complete  description  of the  matter  involved.  Each such
statement is qualified in its entirety by such reference.
    

      Citicorp is subject to the  informational  requirements  of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Commission.  Reports, proxy statements and other information concerning Citicorp
can be  inspected  and copied at  prescribed  rates at the  Commission's  Public
Reference Room, Judiciary Plaza, 450 Fifth Street, Northwest,  Washington,  D.C.
20549,  as well as the following  Regional  Offices of the  Commission:  7 World
Trade Center,  New York, New York 10048; and Citicorp  Center,  500 West Madison
Street, Chicago, Illinois 60661. Copies of such material may be obtained by mail
from  the  Commission's   Public  Reference  Section  at  prescribed  rates.  If
available,  such reports and other  information may also be accessed through the
Commission's electronic data gathering,  analysis and retrieval system ("EDGAR")
via  electronic  means,  including  the  Commission's  web site on the  Internet
(http://www.sec.gov).  Such reports,  proxy statements and other information may
also be  inspected at the offices of the New York Stock  Exchange,  the American
Stock Exchange, the Chicago Stock Exchange and the Pacific Stock Exchange.

   
      No separate  financial  statements of any of the Trusts have been included
herein.  Citicorp  does not consider  that such  financial  statements  would be
material to holders of the  Preferred  Securities  because (i) all of the voting
securities  of each of the Trusts  will be owned,  directly  or  indirectly,  by
Citicorp,  a reporting  company  under the Exchange Act, (ii) each of the Trusts
has no  independent  operations  but  exists  for the sole  purpose  of  issuing
securities  representing  undivided  beneficial  interests in the assets of such
Trust and investing the proceeds thereof in Subordinated  Debt Securities issued
by  Citicorp,  and (iii)  Citicorp's  obligations  described  herein  and in any
accompanying  Prospectus Supplement to provide certain indemnities in respect of
and be responsible  for certain costs,  expenses,  debts and liabilities of each
Trust under the Indenture and any supplemental indenture thereto and pursuant to
the  Declarations of each Trust,  the guarantee issued with respect to Preferred
Securities issued by that Trust, the Subordinated  Debt Securities  purchased by
that Trust and the related  Indenture,  taken  together,  constitute  a full and
unconditional  guarantee  of  payments  due on  the  Preferred  Securities.  See
"Descrip tion of the  Subordinated  Debt  Securities"  and  "Description  of the
Preferred Securities Guarantees."
    


                                        4
<PAGE>

   
      The  Trusts  are  not  currently  subject  to  the  information  reporting
requirements  of the  Exchange  Act.  The  Trusts  will  become  subject to such
requirements upon the effectiveness of the Registration Statement, although they
intend to seek and expect to receive exemptions therefrom.
    

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following  documents filed with the Commission by Citicorp pursuant to
Section 13 of the Exchange Act are incorporated by reference in this Prospectus:

      (a)   Annual  Report on Form 10-K for the fiscal year ended  December  31,
            1995;

   
      (b)   Quarterly  Reports  on Form 10-Q for the  quarters  ended  March 31,
            1996, June 30, 1996 and September 30, 1996; and
    

      (c)   Current Reports on Form 8-K dated January 16, 1996,  April 16, 1996,
            July 22, 1996 and October 15, 1996.

      All documents filed by Citicorp  pursuant to Sections 13(a),  13(c), 14 or
15(d) of Exchange Act subsequent to the date of this Prospectus and prior to the
termination  of the  offering  of the Offered  Securities  shall be deemed to be
incorporated  by reference in this  Prospectus  and to be a part hereof from the
date of filing of such documents.  Any statement contained in this Prospectus or
in a document  incorporated or deemed to be incorporated by reference  herein or
in any  Prospectus  Supplement  shall be deemed to be modified or superseded for
purposes of this  Prospectus or any  Prospectus  Supplement to the extent that a
statement  contained  herein or therein (or in any  subsequently  filed document
that also is or is deemed to be  incorporated  by  reference  herein or therein)
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Prospectus or any Prospectus Supplement.

      Citicorp will provide without charge to each person to whom a copy of this
Prospectus has been delivered,  upon the written or oral request of such person,
a copy of any or all of the  documents  referred to above which have been or may
be  incorporated  by reference  herein  (other than  exhibits to such  documents
unless  such  exhibits  are  specifically  incorporated  by  reference  in  such
documents).  Requests for such copies  should be directed to Citicorp,  399 Park
Avenue,  New York, New York 10043,  Attention:  Investor  Relations  Department,
(212) 559-2718.

                                    CITICORP

      Citicorp, whose principal subsidiary is Citibank, N.A. ("Citibank"),  is a
holding company incorporated under the laws of the State of Delaware on December
4, 1967.  The  principal  office of Citicorp is located at 399 Park Avenue,  New
York,  New York  10043;  its  telephone  number is (212)  559-1000.  Through its
subsidiaries and affiliates,  including Citibank, Citicorp is a global financial
services  organization  serving the financial needs of individuals,  businesses,
governments  and financial  institutions in the United States and throughout the
world.

Holding Company

      Citicorp is a legal entity  separate and  distinct  from  Citibank and its
other  subsidiaries and affiliates.  There are various legal  limitations on the
extent to which Citicorp's bank subsidiaries may extend credit, pay dividends or
otherwise  supply  funds  to  Citicorp.  The  approval  of  the  Office  of  the
Comptroller  of the  Currency  is  required  if total  dividends  declared  by a
national  bank in any  calendar  year  exceed net profits


                                       5
<PAGE>

(as  defined ) for that year  combined  with its  retained  net  profits for the
preceding two years.  In addition,  dividends for such a bank may not be paid in
excess of the bank's undivided  profits.  State-chartered  bank subsidiaries are
subject to dividend  limitations imposed by applicable state law. In determining
whether  and to what extent to pay  dividends,  each bank  subsidiary  must also
consider the effect of dividend  payments on applicable  risk-based  capital and
leverage  ratio  requirements  as  well  as  policy  statements  of the  federal
regulatory  agencies that indicate that banking  organizations  should generally
pay dividends out of current operating earnings.

      Citicorp  also derives  dividends  from its non-bank  subsidiaries.  These
subsidiaries  are not subject to  regulatory  restrictions  on their  payment of
dividends  to  Citicorp,  except  that the  approval  of the  Office  of  Thrift
Supervision may be required if total dividends declared by a savings association
in any calendar year exceed amounts specified in that agency's  regulations.  In
addition,  there are numerous  governmental  requirements  and regulations  that
affect the activities of Citicorp and its bank and non-bank subsidiaries.

      Under longstanding policy of The Board of Governors of the Federal Reserve
System,  a bank  holding  company is  expected  to act as a source of  financial
strength for its subsidiary banks and to commit resources to support such banks.
As a result of that policy,  Citicorp may be required to commit resources to its
subsidiary banks in circumstances where it might not otherwise do so.

      Because  Citicorp is a holding  company,  its rights and the rights of its
creditors  and  stockholders,  including  the holders of the  Subordinated  Debt
Securities and the Preferred Securities Guarantees, to participate in the assets
of any  subsidiary  upon the latter's  liquidation or  recapitalization  will be
subject to the prior claims of the subsidiary's creditors,  except to the extent
that  Citicorp  may itself be a creditor  with  recognized  claims  against  the
subsidiary.

                   CITICORP RATIOS OF INCOME TO FIXED CHARGES

      For the fiscal years ended December 31, 1995,  1994,  1993,  1992 and 1991
and the nine months ended September 30, 1996, Citicorp's  consolidated ratios of
income to fixed charges, computed as set forth below, were as follows:

<TABLE>
<CAPTION>
                                      Nine Months
                                        Ended                     Year Ended December 31,
                                     September 30,     --------------------------------------------
                                         1996          1995      1994      1993      1992      1992
                                       --------        ----      ----      ----      ----      ----
<S>                                      <C>           <C>       <C>       <C>       <C>       <C> 
Income to Fixed Charges:
     Excluding Interest on Deposits....  2.65          2.31      1.76      1.44      1.24      0.96
     Including Interest on Deposits....  1.48          1.42      1.31      1.18      1.09      0.99
</TABLE>

      Income for the year ended  December 31, 1991 was inadequate to cover fixed
charges by $237  million.  For purposes of computing the  consolidated  ratio of
income to fixed  charges,  income  represents  net income (or net loss),  before
extraordinary  items and cumulative effects of accounting  changes,  plus income
taxes  and  fixed  charges.  Fixed  charges,  excluding  interest  on  deposits,
represent  interest  expense (except interest paid on deposits) and the interest
factor  included  in rents.  Fixed  charges,  including  interest  on  deposits,
represent all interest expense and the interest factor included in rents.


                                        6
<PAGE>

                                 USE OF PROCEEDS

   
      Each Trust will use the proceeds of the sale of the  Preferred  Securities
to acquire Subordinated Debt Securities from Citicorp. Citicorp intends to apply
the net  proceeds  from  the sale of the  Subordinated  Debt  Securities  to its
general funds to be used by its management for corporate  purposes,  principally
to fund  investments  in, or  extensions of credit to,  banking and  non-banking
subsidiaries. Except as otherwise described in a Prospectus Supplement, specific
allocations of the proceeds to such purposes will not have been made at the date
of the  applicable  Prospectus  Supplement,  although the management of Citicorp
will have determined that funds should be raised at that time in anticipation of
future funding  requirements of the subsidiaries.  The precise amount and timing
of such investments in and extensions of credit to the subsidiaries  will depend
upon their funding  requirements and the availability of other funds to Citicorp
and its  subsidiaries.  In considering  whether  Preferred  Securities should be
offered,  and the  amount of any  offering,  Citicorp  will  take  into  account
statements of the Board of Governors of the Federal Reserve  System,  Citicorp's
primary  banking  regulator,  to the effect that such  securities may qualify as
Tier I capital,  as well as the federal income tax treatment of the Subordinated
Debt Securities and the Preferred Securities and the cost of alternative sources
of Tier I capital and other funding.
    

                                   THE TRUSTS

   
      Each of the Trusts is a statutory business trust formed under Delaware law
pursuant to (i) a separate  declaration  of trust  executed by the  Company,  as
sponsor for such trust (the  "Sponsor") and the Trustees (as defined herein) for
such  trust and (ii) the  filing of a  certificate  of trust  with the  Delaware
Secretary  of State.  Each  declaration  will be  amended  and  restated  in its
entirety (each, as so amended and restated, a "Declaration") before the issuance
of the Preferred Securities. Each Trust exists for the exclusive purposes of (i)
issuing the Preferred  Securities and common securities  representing  undivided
beneficial  interests in the assets of such Trust (the "Common  Securities" and,
together with the Preferred Securities, the "Trust Securities"),  (ii) investing
the gross proceeds of the Trust Securities in the Subordinated  Debt Securities,
and (iii)  engaging  in only those  other  activities  necessary  or  incidental
thereto.  The Declaration  will provide that no amendments that adversely affect
the holders of a class of Trust  Securities may be effected  without the consent
of a majority in liquidation  amount of the outstanding Trust Securities of such
class. All of the Common  Securities will be directly or indirectly owned by the
Company.  The Common  Securities will rank pari passu, and payments will be made
thereon pro rata,  with the  Preferred  Securities  except that upon an event of
default  under  the  Declaration,  the  rights  of the  holders  of  the  Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption  and otherwise will be  subordinated  to the rights of the holders of
the Preferred  Securities.  The Company will,  directly or  indirectly,  acquire
Common  Securities in an aggregate  liquidation  amount equal to approximately 3
percent  of  the  total  capital  of  each  Trust.  Each  Trust  has a  term  of
approximately  55  years,   but  may  earlier   terminate  as  provided  in  the
Declaration. Each Trust's business and affairs will be conducted by the trustees
(the "Trustees")  appointed by the Company,  as the direct or indirect holder of
all the Common Securities.  The holder of the Common Securities will be entitled
to  appoint,  remove or replace any of, or increase or reduce the number of, the
Trustees  of a Trust.  The  duties  and  obligations  of the  Trustees  shall be
governed  by the  Declaration  of such  Trust.  Each Trust will have one or more
Trustees who are  employees or officers of or  affiliated  with the Company (the
"Regular Trustees").  One Trustee of each Trust will be a financial  institution
which will be unaffiliated with the Company and which shall act as institutional
trustee and as  indenture  trustee for  purposes of the Trust  Indenture  Act of
1939, as amended (the "Trust Indenture Act"), pursuant to the terms set forth in
a Prospectus Supplement (the "Institutional  Trustee"). In addition,  unless the
Institutional  Trustee maintains its principal place of business in the State of
Delaware, and otherwise meets the requirements of applicable law, one Trustee of
each Trust will have its  principal  place of business or reside in the State of
Delaware (the  "Delaware  Trustee").  The Company will pay all fees and expenses
related to the Trusts and
    


                                       7
<PAGE>

   
the offering of Trust Securities, the payment of which will be guaranteed by the
Company.  The  office of the  Delaware  Trustee  for each  Trust in the State of
Delaware,  and its principal  place of business,  is Rodney  Square North,  1100
North Market Street, Wilmington, Delaware 19890.
    

                 DESCRIPTION OF THE SUBORDINATED DEBT SECURITIES

   
      Subordinated  Debt  Securities  may be issued  from time to time in one or
more  series  under an  Indenture  (the  "Indenture"),  between  the Company and
Wilmington Trust Company,  as Trustee (the "Debt Trustee").  As used herein, the
term "Indenture"  includes any  supplemental  indenture under which a particular
class  of  Subordinated  Debt  Securities  may  be  issued.  The  terms  of  the
Subordinated  Debt  Securities  will include  those stated in the  Indenture and
those made part of the  Indenture by reference to the Trust  Indenture  Act. The
following  summary of the material  terms does not purport to be complete and is
subject in all respects to the  provisions  of, and is qualified in its entirety
by reference to, the Indenture, which is filed as an exhibit to the Registration
Statement of which this  Prospectus  forms a part, and the Trust  Indenture Act.
Whenever particular provisions or defined terms in the Indenture are referred to
herein,  such provisions or defined terms are incorporated by reference  herein.
Section and Article  references  used herein are references to provisions of the
Indenture unless otherwise noted.
    

General

      The   Subordinated   Debt  Securities  will  be  unsecured,   subordinated
obligations of the Company. The Indenture does not limit the aggregate principal
amount of  Subordinated  Debt  Securities  which may be  issued  thereunder  and
provides that the  Subordinated  Debt Securities may be issued from time to time
in one or more series.  The Subordinated  Debt Securities are issuable in one or
more  series  pursuant  to an  indenture  supplemental  to  the  Indenture  or a
resolution  of  the  Company's   Board  of  Directors   (each,  a  "Supplemental
Indenture").

   
      In the  event  Subordinated  Debt  Securities  are  issued to a Trust or a
trustee of such trust in  connection  with the issuance of Trust  Securities  by
such Trust, such  Subordinated  Debt Securities  subsequently may be distributed
pro  rata to the  holders  of such  Trust  Securities  in  connection  with  the
dissolution of such Trust upon the occurrence of certain events described in the
Prospectus  Supplement  relating  to such Trust  Securities.  Only one series of
Subordinated  Debt  Securities  will be issued  to a Trust or a trustee  of such
trust in connection with the issuance of Trust Securities by such Trust.

      Reference is made to the Prospectus  Supplement relating to the particular
Subordinated  Debt Securities being offered thereby for the following terms: (1)
the  designation  of  such  Subordinated  Debt  Securities;  (2)  the  aggregate
principal amount of such  Subordinated  Debt  Securities;  (3) the percentage of
their  principal  amount at which  such  Subordinated  Debt  Securities  will be
issued;  (4) the date or dates on which such  Subordinated  Debt Securities will
mature and the right,  if any, to extend or shorten such date or dates;  (5) the
rate or rates,  if any, per annum,  at which such  Subordinated  Debt Securities
will bear interest,  or the method of  determination  of such rate or rates; (6)
the date or dates from which such interest  shall accrue,  the interest  payment
dates on which such interest will be payable or the manner of  determination  of
such  interest  payment  dates and the  record  dates for the  determination  of
holders to whom interest is payable on any such interest  payment dates; (7) the
right,  if any, to extend the interest  payment periods and the duration of such
extension;  (8) the period or periods, if any, within which, the price or prices
of  which,  and the terms and  conditions  upon  which  such  Subordinated  Debt
Securities  may be  redeemed,  in  whole  or in  part;  (9)  the  form  of  such
Subordinated  Debt  Securities;  and  (10)  any  other  spe  cific  terms of the
Subordinated Debt Securities.  Principal, premium, if any, and interest, if any,
will be payable,  and the  Subordinated  Debt Securities  offered hereby will be
transferable, at the corporate trust office of the Debt Trustee
    


                                       8
<PAGE>

in New York, New York, provided that payment of interest, if any, may be made at
the option of the Company by check mailed to the address of the person  entitled
thereto as it appears in the Security Register.

      If a Prospectus  Supplement  specifies that a series of Subordinated  Debt
Securities  is  denominated  in a currency  or  currency  unit other than United
States dollars,  such Prospectus  Supplement shall also specify the denomination
in which  such  Subordinated  Debt  Securities  will be  issued  and the coin or
currency in which the principal,  premium, if any, and interest, if any, on such
Subordinated Debt Securities will be payable, which may be United States dollars
based upon the exchange  rate for such other  currency or currency unit existing
on or about the time a payment is due.

      The covenants  contained in the  Indenture  would not  necessarily  afford
protection  to holders of the  Subordinated  Debt  Securities  in the event of a
decline in credit quality resulting from takeovers,  recapitalization or similar
restructurings.

Form, Exchange, Registration, Transfer and Payment

      Unless otherwise specified in the applicable  Prospectus  Supplement,  the
Subordinated  Debt  Securities  will be issued in fully  registered form without
coupons  and in  denominations  of $1,000 and  multiples  of $1,000.  No service
charge  will be made for any  transfer  or  exchange  of the  Subordinated  Debt
Securities,  but the Company or the Debt  Trustee  may require  payment of a sum
sufficient  to cover any tax or other  government  charge  payable in connection
therewith.

      Unless  otherwise  provided  in  the  applicable  Prospectus   Supplement,
principal  and  premium,  if any, or interest,  if any,  will be payable and the
Subordinated  Debt  Securities may be surrendered  for payment or transferred at
the offices of the Debt  Trustee as paying and  authenticating  agent,  provided
that payment of interest on registered  securities  may be made at the option of
the Company by check mailed to the address of the person entitled  thereto as it
appears in the Security Register.

Book-Entry Subordinated Debt Securities

      The Subordinated  Debt Securities of a series may be issued in whole or in
part in the form of one or more Global  Securities  that will be deposited with,
or on  behalf  of, a  depositary  (the  "Global  Depositary"),  or its  nominee,
identified in the Prospectus Supplement relating to such series. In such a case,
one or more Global  Securities  will be issued in a  denomination  or  aggregate
denomination  equal  to  the  portion  of  the  aggregate  principal  amount  of
Outstanding Subordinated Debt Securities of the series to be represented by such
Global  Security or Securities.  Unless and until it is exchanged in whole or in
part for  Subordinated  Debt Securities in definitive  registered form, a Global
Security may not be registered for transfer or exchange except as a whole by the
Global  Depositary  for such  Global  Security  to a  nominee  for  such  Global
Depositary  and  except  in the  cir  cumstances  described  in  the  applicable
Prospectus Supplement.

      The  specific  terms of the  depositary  arrangement  with  respect to any
portion of a series of  Subordinated  Debt  Securities  to be  represented  by a
Global Security and a description of the Global  Depositary will be provid ed in
the applicable Prospectus Supplement.

Subordination

      The Subordinated  Debt Securities will be subordinated and junior in right
of payment to certain other  indebtedness of the Company to the extent set forth
in the applicable Prospectus Supplement.


                                       9
<PAGE>

Certain Covenants of the Company

   
      Securities  Issued to a Trust. If Subordinated  Debt Securities are issued
to a Trust or a trustee of such trust in  connection  with the issuance of Trust
Securities  by such Trust and (i) there shall have occurred any event that would
constitute an Event of Default (as defined  herein) or (ii) the Company shall be
in default  with  respect to its  payment of any  obligations  under the related
Preferred  Securities  Guarantee or Common  Securities  Guarantee,  then (a) the
Company  shall not declare or pay any dividend on, make any  distributions  with
respect to, or redeem, purchase, acquire for value or make a liquidation payment
with  respect  to,  any of its  capital  stock  (other  than  (x)  purchases  or
acquisitions  of  shares  of  Citicorp  Common  Stock  in  connection  with  the
satisfaction by Citicorp of its obligations  under any employee benefit plans or
any  other  contractual   obligation  of  Citicorp  (other  than  a  contractual
obligation  ranking  pari  passu  with or  junior  in  right of  payment  to the
Subordinated  Debt  Securities)  entered  into  prior  to  the  issuance  of the
Subordinated Debt Securities,  (y) as a result of a reclassification of Citicorp
capital  stock or the exchange or  conversion of one class or series of Citicorp
capital stock for another  class or series of Citicorp  capital stock or (z) the
purchase of fractional interests in shares of Citicorp capital stock pursuant to
the  conversion or exchange  provisions  of such  Citicorp  capital stock or the
security being  converted or exchanged),  and (b) the Company shall not make any
payment of interest,  principal or premium,  if any, on or repay,  repurchase or
redeem any debt  securities  issued by the Company  that rank pari passu with or
junior in right of payment to such Subordinated Debt Securities.

      If Subordinated Debt Securities are issued to a Trust or a trustee of such
trust in connection with the issuance of Trust  Securities by such Trust and the
Company shall have given notice of its election to defer payments of interest on
such  Subordinated  Debt Securities by extending the interest  payment period as
provided in the Indenture and such period,  or any extension  thereof,  shall be
continuing,  then (a) the Company shall not declare or pay any dividend on, make
any  distributions  with respect to, or redeem,  purchase or make a  liquidation
payment with respect to, any of its capital stock, and (b) the Company shall not
make any  payment  of  interest,  principal  or  premium,  if any,  on or repay,
repurchase or redeem any debt securities  (including  guarantees)  issued by the
Company  which  rank  pari  passu  with  or  junior  to such  Subordinated  Debt
Securities.

      In the  event  Subordinated  Debt  Securities  are  issued to a Trust or a
trustee of such trust in  connection  with the issuance of Trust  Securities  of
such Trust, for so long as such Trust Securities remain outstanding, the Company
will  covenant (i) to directly or indirectly  maintain 100 percent  ownership of
the Common  Securities  of such Trust;  provided,  however,  that any  permitted
successor  of the  Company  under the  Indenture  may  succeed to the  Company's
ownership of such Common Securities, (ii) to use its reasonable efforts to cause
such Trust (a) to remain a statutory  business trust,  except in connection with
the  distribution  of  Subordinated  Debt  Securities  to the  holders  of Trust
Securities  in  liquidation  of such Trust,  the  redemption of all of the Trust
Securities of such Trust, or certain mergers,  consolidations  or amalgamations,
each as permitted by the  Declaration of such Trust,  and (b) to continue not to
be classified as an association  taxable as a corporation  or a partnership  for
United States federal income tax purposes,  (iii) to use its reasonable  efforts
to cause each holder of Trust  Securities  to be treated as owning an  undivided
beneficial  interest in the Subordinated Debt Securities and (iv) if at any time
the Trust or the  Institutional  Trustee  shall be  required  to pay any  taxes,
duties,  assessments  or  governmental  charges of whatever  nature  (other than
withholding  taxes) imposed by the United States or any other taxing  authority,
to pay as additional  interest such  additional  amounts as shall be required so
that the net amounts  received  and  retained by the Trust or the  Institutional
Trustee after paying any such taxes,  duties,  assessments or other governmental
charges  will be not less than the amounts the Trust would have  received had no
such taxes, duties, assessments or other governmental charges been imposed.
    


                                       10
<PAGE>

Limitation on Mergers and Sales of Assets

   
      The Company shall not consolidate  with, or merge into, any corporation or
convey or transfer its properties and assets substantially as an entirety to any
Person unless (a) the successor  entity shall be a corporation  organized  under
the laws of any domestic or foreign  jurisdiction and shall expressly assume the
obligations  of the Company  under the  Indenture  and (b) after  giving  effect
thereto,  no Event of Default shall have  occurred and be  continuing  under the
Indenture.

Events of Default, Waiver and Notice

      The Indenture  provides  than any one or more of the  following  described
events which has occurred and is  continuing  constitutes  an "Event of Default"
with respect to each series of Subordinated Debt Securities:
    

      (a)  default for 30 days in payment of any  interest  on the  Subordinated
Debt  Securities of that series,  including any  Additional  Interest in respect
thereof,  when due;  provided,  however,  that a valid extension of the interest
payment  period by the Company shall not  constitute a default in the payment of
interest for this purpose; or

      (b)  default  in  payment  of  principal  and  premium,  if  any,  on  the
Subordinated  Debt  Securities of that series when due either at maturity,  upon
redemption,  by  declaration  or  otherwise;  provided,  however,  that a  valid
extension  of the  maturity  of such  Subordinated  Debt  Securities  shall  not
constitute a default for this purpose; or

      (c)  default  by the  Company  in the  performance  of  any  other  of the
covenants or agreements in the Indenture  which shall not have been remedied for
a period of 90 days after notice; or

      (d) certain  events of  bankruptcy,  insolvency or  reorganization  of the
Company; or

   
      (e) in the event  Subordinated  Debt Securities are issued to a Trust or a
trustee of such trust in  connection  with the issuance of Trust  Securities  by
such Trust, the voluntary or involuntary dissolution,  winding-up or termination
of such Trust,  except in connection with the distribution of Subordinated  Debt
Securities to the holders of Trust  Securities in liquidation of such Trust, the
redemption  of all of the Trust  Securities of such Trust,  or certain  mergers,
consolidations  or  amalgamations,  each as permitted by the Declaration of such
Trust.
    

      The Indenture  provides  that the Debt Trustee may withhold  notice to the
holders  of a series of  Subordinated  Debt  Securities  (except  in  payment of
principal or of interest or premium on the Subordinated  Debt Securities) if the
Trustee considers it in the interest of such holders to do so.

      The Indenture provides that, (a) if an Event of Default due to the default
in the  payment of  principal,  interest  or  premium,  if any, on any series of
Subordinated  Debt Securities shall have occurred and be continuing,  either the
Debt  Trustee  or  the  holders  of  25  percent  in  principal  amount  of  the
Subordinated Debt Securities of all series affected thereby then outstanding may
declare the  principal of all such  Subordinated  Debt  Securities to be due and
payable  immediately,  and (b) if an Event of Default  resulting from default in
the  performance of any other of the covenants or agreements in the Indenture or
certain events of bankruptcy, insolvency and reorganization of the Company shall
have  occurred and be  continuing,  either the Debt Trustee or the holders of 25
percent in principal amount of all Subordinated Debt Securities then outstanding
(treated  as one class) may  declare  the  principal  of all  Subordinated  Debt
Securities to be due and payable  immediately,  but upon certain conditions such
declarations may be annulled and past defaults may be waived (except defaults in
payment  of  principal  of or  interest  or  premium  on the  Subordinated  Debt
Securities) by


                                       11
<PAGE>

the  holders  of a  majority  in  principal  amount  of  the  Subordinated  Debt
Securities  of  such  series  (or of  all  series,  as the  case  may  be)  then
outstanding.

      The holders of a majority in  principal  amount of the  Subordinated  Debt
Securities of any and all series  affected and then  outstanding  shall have the
right to direct the time,  method and place of conducting any proceeding for any
remedy  available to the Debt Trustee  under the  Indenture,  provided  that the
holders of the  Subordinated  Debt  Securities  shall  have  offered to the Debt
Trustee  reasonable  indemnity  against expenses and liabilities.  The Indenture
requires the annual filing by the Company with the Debt Trustee of a certificate
as to the absence of certain defaults under the Indenture.

Modification of the Indenture

      The  Indenture  contains  provisions  permitting  the Company and the Debt
Trustee,  with the  consent  of the  holders  of not  less  than a  majority  in
principal amount of the  Subordinated  Debt Securities of all series affected by
such  modification  at the time  outstanding,  to modify  the  Indenture  or any
supplemental  indenture  or the rights of the holders of the  Subordinated  Debt
Securities;  provided  that no such  modification  shall  (i)  extend  the fixed
maturity of any Security,  or reduce the principal amount thereof  (including in
the case of a  discounted  Security the amount  payable  thereon in the event of
acceleration  or the amount  provable in bankruptcy)  or any redemption  premium
thereon,  or reduce the rate or extend the time of payment of interest  thereon,
or make the  principal  of, or  interest or premium  on, the  Subordinated  Debt
Securities  payable  in any coin or  currency  other than that  provided  in the
Subordinated  Debt  Securities,  or impair or affect  the right of any holder of
Subordinated  Debt  Securities to institute suit for the payment  thereof or the
right of prepayment, if any, at the option of the holder, without the consent of
the holder of each Security so affected, or (ii) reduce the aforesaid percentage
of Subordinated  Debt Securities the consent of the holders of which is required
for any such  modification  without the consent of the holders of each  Security
affected.

Defeasance and Discharge

      The Indenture provides that the Company, at the Company's option: (a) will
be Discharged from any and all obligations in respect of the  Subordinated  Debt
Securities of a series (except for certain  obligations to register the transfer
or exchange of Subordinated Debt Securities,  replace stolen,  lost or mutilated
Subordinated  Debt  Securities,  maintain  paying  agencies  and hold moneys for
payment in trust) or (b) need not comply with certain  restrictive  covenants of
the  Indenture  (including  those  described  under  "Certain  Covenants  of the
Company"),  in each case if the Company deposits, in trust with the Debt Trustee
or the Defeasance Agent, money or U.S. Government  Obligations which through the
payment of interest thereon and principal thereof in accordance with their terms
will provide money, in an amount sufficient to pay all the principal  (including
any mandatory  sinking fund payments) of, and interest and premium,  if any, on,
the  Subordinated  Debt Securities of such series on the dates such payments are
due in  accordance  with the  terms of such  Subordinated  Debt  Securities.  To
exercise any such option, the Company is required to deliver to the Debt Trustee
and the Defeasance  Agent,  if any, an opinion of counsel to the effect that (i)
the  deposit  and  related  defeasance  would  not  cause  the  holders  of  the
Subordinated  Debt Securities of such series to recognize  income,  gain or loss
for U.S. federal income tax purposes and, in the case of a Discharge pursuant to
clause (a), such opinion shall be  accompanied by a private letter ruling to the
effect received by Citicorp from the United States Internal Revenue Service or a
revenue  ruling  pertaining to a comparable  form of  transaction  to the effect
published by the United States Internal Revenue  Service,  and (ii) if listed on
any national securities exchange, such Subordinated Debt Securities would not be
delisted from such exchange as a result of the exercise of such option.


                                       12
<PAGE>

Governing Law

      The Indenture and the  Subordinated  Debt  Securities will be governed by,
and construed in accordance with, the laws of the State of New York.

The Debt Trustee

      The Company or its affiliates  maintain certain accounts and other banking
relationships with the Debt Trustee and its affiliates.

   
Proposed Tax Legislation

      On March 19, 1996,  President Clinton proposed  legislation (the "Proposed
Legislation")  which, among other things, would generally deny corporate issuers
a deduction  for  interest in respect of certain debt  obligations  issued on or
after December 7, 1995, if such debt  obligations  have a maximum term in excess
of 20  years  and are not  shown  as  indebtedness  on the  issuer's  applicable
consolidated  balance sheet. (If the Subordinated Debt Securities were issued to
a Trust,  it is  expected  that  they  would  not be shown  as  indebtedness  on
Citicorp's  consolidated  balance sheet.) In addition,  the Proposed Legislation
would deny issuers an interest deduction on any debt instruments with a weighted
average  maturity of greater than 40 years.  On March 29, 1996,  Senate  Finance
Committee  Chairman  William  V. Roth,  Jr.  and House Ways and Means  Committee
Chairman Bill Archer issued a joint statement (the "Joint Statement") indicating
their  intent  that  certain  legislative  proposals  initiated  by the  Clinton
administration,  including  the  Proposed  Legislation,  that may be  adopted by
either of the  tax-writing  committees of Congress  would have an effective date
that is no  earlier  than the date of  "appropriate  Congressional  action."  In
addition,  subsequent to the publication of the Joint Statement,  Senator Daniel
Patrick Moynihan and  Representative  Sam M. Gibbons and Charles B. Rangel wrote
letters to Treasury Department  officials concurring with the views expressed in
the Joint Statement (the "Democrat Letters"). Based upon the Joint Statement and
the Democrat Letters, it is expected that if the Proposed Legislation were to be
enacted,  such legislation  would not apply to any Subordinated  Debt Securities
issued prior to enactment,  even if they were issued to a Trust. There can be no
assurances,  however,  that the effective  date guidance  contained in the Joint
Statement  and  Democrat   Letters  will  be  incorporated   into  the  Proposed
Legislation, if enacted, or that other legislation enacted after the date hereof
will not  otherwise  adversely  affect the  ability of the Company to deduct the
interest payable on the Subordinated Debt Securities.
    

                     DESCRIPTION OF THE PREFERRED SECURITIES

   
      Each Trust may  issue,  from time to time,  only one  series of  Preferred
Securities having terms described in the Prospectus Supplement relating thereto.
The Declaration of each Trust  authorizes the Regular  Trustees of such Trust to
issue  on  behalf  of  such  Trust  one  series  of  Preferred  Securities.  The
Declaration will be qualified as an indenture under the Trust Indenture Act. The
Preferred Securities will have such terms, including distributions,  redemption,
voting,  liquidation rights and such other preferred,  deferred or other special
rights or such  restrictions  as shall be set forth in the  Declaration  or made
part of the  Declaration  by the Trust  Indenture  Act and which will mirror the
terms of the Subordinated Debt Securities held by the Trust and described in the
Prospectus  Supplement  relating  thereto.  Reference is made to the  Prospectus
Supplement relating to the Preferred Securities of the Trust for specific terms,
including (i) the distinctive designation of such Preferred Securities; (ii) the
number  of  Preferred   Securities  issued  by  such  Trust;  (iii)  the  annual
distribution rate (or method of determining such rate) for Preferred  Securities
issued by such Trust and the date or dates upon which such  distributions  shall
be payable;  (iv) whether  distributions on Preferred  Securities issued by such
Trust shall be cumulative,  and, in the case of Preferred Securities having such
cumulative  distribution  rights, the date or dates or method of determining the
date or dates from which  distributions on Preferred  Securities  issued by such
Trust shall be cumulative;  (v) the amount or amounts which shall be paid out of
the assets of such Trust to the holders of  Preferred  Securities  of such
    


                                       13
<PAGE>

   
Trust upon  voluntary or involuntary  dissolution,  winding-up or termination of
such  Trust;  (vi) the  obligation,  if any, of such Trust to purchase or redeem
Preferred  Securities issued by such Trust and the price or prices at which, the
period  or  periods  within  which,  and the terms and  conditions  upon  which,
Preferred  Securities  issued by such Trust shall be purchased  or redeemed,  in
whole or in part, pursuant to such obligation;  (vii) the voting rights, if any,
of Preferred  Securities  issued by such Trust in addition to those  required by
law,  including the number of votes per Preferred  Security and any  requirement
for the  approval  by the  holders  of  Preferred  Securities,  or of  Preferred
Securities  issued by one or more  Trusts,  or of both,  as a condition to speci
fied action or amendments to the Declaration of such Trust; (viii) the terms and
conditions,  if  any,  upon  which  the  Subordinated  Debt  Securities  may  be
distributed  to  holders  of  Preferred  Securities;  (ix)  if  applicable,  any
securities exchange upon which the Preferred Securities shall be listed; and (x)
any other relevant rights, preferences,  privileges, limitations or restrictions
of  Preferred  Securities  issued  by  such  Trust  not  inconsistent  with  the
Declaration of such Trust or with applicable law. Pursuant to the Indenture, for
as long as Subordinated  Debt  Securities are held by a Trust,  any amendment to
the  Indenture  that would  require  the consent of a majority of the holders of
Subordinated  Debt  Securities or all such holders will require the consent of a
majority  in  liquidation  amount of the Trust  Securities  of such Trust or all
holders of such Trust Securities,  respectively.  Unless otherwise  specified in
the  applicable  Prospectus  Supplement,   a  redemption  of  Subordinated  Debt
Securities  will  result  in a  redemption  of a  corresponding  amount of Trust
Securities.  Citicorp's  obligations under the Preferred Securities  Guarantees,
taken together with its obligations under the Subordinated Debt Securities,  the
Indenture and the Declarations,  will provide a full and unconditional guarantee
on a subordinated basis by Citicorp of payments due on the Preferred Securities.
Certain  United  States  federal  income tax  considerations  applicable  to any
offering of Preferred Securities will be described in the Prospectus  Supplement
relating thereto.

      In connection with the issuance of Preferred  Securities,  each Trust will
issue one series of Common Securities.  The Declaration of each Trust authorizes
the  Regular  Trustees of such trust to issue on behalf of such Trust one series
of Common  Securities  having such terms  including  distributions,  redemption,
voting,  liquidation  rights or such restrictions as shall be set forth therein.
Except for voting rights,  the terms of the Common Securi ties issued by a Trust
will be substantially  identical to the terms of the Preferred Securities issued
by such trust and the Common  Securities will rank pari passu, and payments will
be made thereon pro rata,  with the Preferred  Securities  except that,  upon an
event of default under the Declaration,  the rights of the holders of the Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption  and otherwise will be  subordinated  to the rights of the holders of
the Preferred Securities.  Except in certain limited  circumstances,  the Common
Securities  will also carry the right to vote to appoint,  remove or replace any
of the Trustees of a Trust.  All of the Common  Securities of each Trust will be
directly or indirectly owned by the Company.
    

Enforcement of Certain Rights by Holders of Trust Preferred Securities

   
      If an Event of  Default  under the  Declaration  of a Trust  occurs and is
continuing, then the holders of Preferred Securities of such Trust would rely on
the  enforcement by the  Institutional  Trustee of its rights as a holder of the
applicable  series of  Subordinated  Debt  Securities  against the  Company.  In
addition,  the  holders of a majority  in  liquidation  amount of the  Preferred
Securities  of such  Trust  will have the right to direct  the time,  method and
place of conducting any proceeding for any remedy available to the Institutional
Trustee  or to direct  the  exercise  of any trust or power  conferred  upon the
Institutional Trustee under the applicable  Declaration,  including the right to
direct the Institutional  Trustee to exercise the remedies  available to it as a
holder of the Subordinated Debt Securities.  If the Institutional  Trustee fails
to  enforce  its  rights  under  the  applicable  series  of  Subordinated  Debt
Securities, a holder of Preferred Securities of such Trust may institute a legal
proceeding  directly against the Company to enforce the Institutional  Trustee's
rights under the applicable series of Subordinated Debt Securities without first
instituting any legal proceeding against the Institutional  Trustee or any other
person or entity.  Notwithstanding  the foregoing,  if an
    


                                       14

<PAGE>

Event of Default under the applicable Declaration has occurred and is continuing
and such event is  attributable to the failure of the Company to pay interest or
principal on the applicable  series of Subordinated  Debt Securities on the date
such interest or principal is other wise payable (or in the case of  redemption,
on the redemption date), then a holder of Preferred Securities of such Trust may
directly institute a proceeding for enforcement of payment to such holder of the
principal  of  or  interest  on  the  applicable  series  of  Subordinated  Debt
Securities having a principal amount equal to the aggregate  liquidation  amount
of the Preferred  Securities of such holder (a "Direct  Action") on or after the
respective  due date  specified in the applicable  series of  Subordinated  Debt
Securities.  In  connection  with  such  Direct  Action,  the  Company  will  be
subrogated  to the  rights of such  holder  of  Preferred  Securities  under the
applicable  Declaration to the extent of any payment made by the Company to such
holder of Preferred Securities in such Direct Action.

               DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEES

   
      Set forth  below is a summary  of  information  concerning  the  Preferred
Securities  Guarantees  which will be executed and delivered by Citicorp for the
benefit of the holders from time to time of Preferred Securities. Each Preferred
Securities Guarantee will be qualified as an indenture under the Trust Indenture
Act. Wilmington Trust Company will act as indenture trustee under each Preferred
Securities  Guarantee for purposes of the Trust  Indenture  Act (the  "Preferred
Guarantee  Trustee").  The terms of each Preferred  Securities Guarantee will be
those set forth in such  Preferred  Securities  Guarantee and those made part of
such Preferred  Securities  Guarantee by the Trust Indenture Act. The summary of
the material terms of the Preferred Securities Guarantees does not purport to be
complete and is subject in all respects to the  provisions  of, and is qualified
in its entirety by reference  to, the form of  Preferred  Securities  Guarantee,
which  is  filed as an  exhibit  to the  Registration  Statement  of which  this
Prospectus forms a part, and the Trust Indenture Act. Each Preferred  Securities
Guarantee will be held by the Preferred Guarantee Trustee for the benefit of the
holders of the Preferred Securities of the applicable Trust.
    

General

   
      Pursuant  to  each  Preferred  Securities  Guarantee,   the  Company  will
irrevocably  agree,  to the extent  set forth  therein,  to pay in full,  to the
holders of the Preferred  Securities  issued by a Trust, the Guarantee  Payments
(as defined herein) (except to the extent paid by such Trust),  as and when due,
regardless of any defense, right of set-off or counterclaim which such Trust may
have or assert.  The  following  payments  with respect to Preferred  Securities
issued  by a  Trust  to the  extent  not  paid  by such  Trust  (the  "Guarantee
Payments"),  will be  subject  to the  Preferred  Securities  Guarantee  thereon
(without  duplication):  (i) any  accrued  and  unpaid  distributions  which are
required to be paid on such Preferred Securities, to the extent such Trust shall
have funds available therefor;  (ii) the redemption price, including all accrued
and unpaid distributions to the date of payment (the "Redemption Price"), to the
extent such Trust has funds  available  therefor  with respect to any  Preferred
Securities  called for  redemption  by such Trust and (iii) upon a voluntary  or
involuntary dissolution,  winding-up or termination of such Trust (other than in
connection with the distribution of Subordinated  Debt Securities to the holders
of Preferred  Securities or the redemption of all of the Preferred  Securities),
the lesser of (a) the  aggregate of the  liquidation  amount and all accrued and
unpaid distributions on such Preferred Securities to the date of payment, to the
extent such Trust has funds  available  therefor and (b) the amount of assets of
such Trust  remaining  available for  distribution  to holders of such Preferred
Securities in liquidation of such Trust.  The redemption  price and  liquidation
amount  will be fixed  at the time the  Preferred  Securities  are  issued.  The
Company's  obligation  to make a Guarantee  Payment may be  satisfied  by direct
payment of the  required  amounts by the  Company  to the  holders of  Preferred
Securities  or by  causing  the  applicable  Trust to pay such  amounts  to such
holders.

      Each  Preferred  Securities  Guarantee  will not apply to any  payment  of
distributions  except to the  extent  such  Trust  shall  have  funds  available
therefor.  If the Company does not make  interest  payments on
    


                                       15
<PAGE>

   
the Subordinated  Debt Securities  purchased by a Trust, such Trust will not pay
distributions on the Preferred Securities issued by such Trust and will not have
funds available  therefor.  See "Description of the Subordinated Debt Securities
-- Certain Covenants of the Company." The Preferred Securities Guarantees,  when
taken  together  with the  Company's  obligations  under the  Subordinated  Debt
Securities,  the Indenture and the  Declarations,  in cluding its obligations in
the Indenture to pay costs, expenses, debts and liabilities of such Trust (other
than  with  respect  to  the  Trust   Securities),   will  provide  a  full  and
unconditional  guarantee on a subordinated  basis by the Company of payments due
on the Preferred Securities.

      The  Company has also  agreed  separately  to  irrevocably  guarantee  the
obligations  of the Trusts with re spect to the Common  Securities  (the "Common
Securities   Guarantees")  to  the  same  extent  as  the  Preferred  Securities
Guarantees, except that upon an Event of Default under the Indenture, holders of
Preferred  Securities shall have priority over holders of Common Securities with
respect to distributions and payments on liquidation, redemption or otherwise.
    

Certain Covenants of the Company

   
      In each Preferred Securities Guarantee, the Company will covenant that, so
long  as any  Preferred  Securi  ties  issued  by the  applicable  Trust  remain
outstanding,  if there shall have  occurred any event that would  constitute  an
event of default under such Preferred Securities Guarantee or the Declaration of
such Trust, then (a) the Com pany shall not declare or pay any dividend on, make
any  distributions  with respect to, or redeem,  purchase,  acquire for value or
make a liquidation payment with respect to, any of its capital stock (other than
(i) purchases or  acquisitions  of shares of Citicorp Common Stock in connection
with the satisfaction by Citicorp of its obligations  under any employee benefit
plans or any other contractual  obligation of Citicorp (other than a contractual
obligation  ranking  pari  passu  with or  junior  in  right of  payment  to the
Subordinated Debt Securities issued to the related  Trust)entered  into prior to
issuance  of  the  Subordinated   Debt  Securities,   (ii)  as  a  result  of  a
reclassification  of Citicorp capital stock or the exchange or conversion of one
class or  series  of  Citicorp  capital  stock  for  another  class or series of
Citicorp  capital stock or (iii) the purchase of fractional  interests in shares
of Citicorp  capital stock pursuant to the conversion or exchange  provisions of
such Citicorp  capital stock or the security  being  converted or exchanged) and
(b) the Company shall not make any payment of interest, principal or premium, if
any, on or repay, repurchase or redeem any debt securities issued by the Company
which rank pari  passu  with or junior in right of payment to such  Subordinated
Debt Securities.
    

Modification of the Preferred Securities Guarantees; Assignment

   
      Except  with  respect to any  changes  which do not  adversely  affect the
rights of  holders  of  Preferred  Secu  rities  (in which  case no vote will be
required),  each  Preferred  Securities  Guarantee  may be amended only with the
prior approval of the holders of not less than a majority in liquidation  amount
of the outstanding  Preferred  Securities  issued by the applicable  Trust.  The
manner of obtaining  any such approval of holders of such  Preferred  Securities
will be as set forth in an accompanying  Prospectus  Supplement.  All guarantees
and  agreements  contained in a Preferred  Securities  Guarantee  shall bind the
successors,  assigns, receivers, trustees and representatives of the Company and
shall  inure to the benefit of the holders of the  Preferred  Securities  of the
applicable Trust then outstanding.
    

Termination

   
      Each  Preferred  Securities  Guarantee  will terminate as to the Preferred
Securities  issued  by  the  applicable  Trust  (a)  upon  full  payment  of the
Redemption  Price of all Preferred  Securities of such Trust,  (b) upon distribu
tion of the  Subordinated  Debt  Securities held by such Trust to the holders of
the  Preferred
    


                                       16
<PAGE>

   
Securities  of such  Trust or (c) upon full  payment of the  amounts  payable in
accordance  with the  Declaration of such Trust upon  liquidation of such Trust.
Each  Preferred  Securities  Guarantee  will continue to be effective or will be
reinstated,  as the  case  may  be,  if at any  time  any  holder  of  Preferred
Securities  issued by the applicable Trust must restore payment of any sums paid
under such Preferred Securities or such Preferred Securities Guarantee.
    

Events of Default

      An event of default under a Preferred Securities Guarantee will occur upon
the failure of the Company to perform any of its payment obligations thereunder.

   
      The  holders  of  a  majority  in  liquidation  amount  of  the  Preferred
Securities  relating to such  Preferred  Securities  Guarantee have the right to
direct the time,  method and place of conducting  any  proceeding for any remedy
available  to the  Preferred  Guarantee  Trustee  in  respect  of the  Preferred
Securities  Guarantee or to direct the exercise of any trust or power  conferred
upon the Preferred  Guarantee  Trustee under such Preferred  Securities.  If the
Preferred   Guarantee  Trustee  fails  to  enforce  such  Preferred   Securities
Guarantee,  any  holder  of  Preferred  Securities  relating  to such  Preferred
Securities  Guarantee  may  institute a legal  proceeding  directly  against the
Company to enforce the Preferred Guarantee Trustee's rights under such Preferred
Securities  Guarantee,  without first instituting a legal proceeding against the
relevant Trust, the Preferred  Guarantee  Trustee or any other person or entity.
Notwithstanding  the  foregoing,  if the  Company has failed to make a guarantee
payment,  a holder of Preferred  Securities may directly  institute a proceeding
against the Company for  enforcement of the Preferred  Securities  Guarantee for
such payment.  The Company waives any right or remedy to require that any action
be  brought  first  against  such  Trust or any other  person  or entity  before
proceeding directly against the Company.
    

Status of the Preferred Securities Guarantees

   
      The Preferred Securities  Guarantees will constitute unsecured obligations
of the Company and will rank (i)  subordinate  and junior in right of payment to
all other  liabilities  of the  Company,  (ii) pari passu  with the most  senior
preferred or  preference  stock now or hereafter  issued by the Company and with
any  guarantee  now or  hereafter  entered  into by  Citicorp  in respect of any
preferred or preference stock of any affiliate of the Company,  and (iii) senior
to the Company's  common stock.  The terms of the Preferred  Securities  provide
that each  holder of  Preferred  Securities  issued by the  applicable  Trust by
acceptance thereof agrees to the subordination provisions and other terms of the
Preferred Securities Guarantee relating thereto.

      The Preferred Securities Guarantees will constitute a guarantee of payment
and not of  collection  (that is, the  guaranteed  party may  institute  a legal
proceeding  directly  against  the  guarantor  to enforce  its rights  under the
Preferred  Securities  Guarantee without  instituting a legal proceeding against
any other person or entity).
    

Information Concerning the Preferred Guarantee Trustee

      The Preferred Guarantee Trustee, prior to the occurrence of a default with
respect to a Preferred  Securities  Guarantee,  undertakes  to perform only such
duties as are specifically set forth in such Preferred Securities Guarantee and,
after default,  shall  exercise the same degree of care as a prudent  individual
would  exercise  in the  conduct  of his or her  own  affairs.  Subject  to such
provisions,  the Preferred  Guarantee Trustee is under no obligation to exercise
any of the  powers  vested  in it by a  Preferred  Securities  Guarantee  at the
request  of any  holder  of  Preferred  Securities,  unless  offered  reasonable
indemnity  against the costs,  expenses and liabil ities which might be incurred
thereby.


                                       17
<PAGE>

      The Company or its affiliates  maintain certain accounts and other banking
relationships with the Preferred Guarantee Trustee and its affiliates.

Governing Law

      The Preferred  Securities  Guarantees will be governed by and construed in
accordance with the laws of the State of New York.

                         EFFECT OF OBLIGATIONS UNDER THE
       SUBORDINATED DEBT SECURITIES AND THE PREFERRED SECURITIES GUARANTEE

   
      As set forth in the Declaration, the sole purpose of each of the Trusts is
to issue the Trust Securities  evidencing  undivided beneficial interests in the
assets of each of the Trusts,  and to invest the proceeds from such issuance and
sale in the Subordinated Debt Securities.

      As long as payments of interest  and other  payments  are made when due on
the  Subordinated  Debt  Securities,  such  payments will be sufficient to cover
distributions and payments due on the Trust Securities  because of the following
factors: (i) the aggregate principal amount of Subordinated Debt Securities will
be equal to the sum of the  aggregate  stated  liquidation  amount  of the Trust
Securities;  (ii) the interest  rate and the interest and other payment dates on
the  Subordinated   Debt  Securities  will  match  the  distribution   rate  and
distribution  and  other  payment  dates  for the  Preferred  Securities;  (iii)
Citicorp shall pay all, and the applicable  Trust shall not be obligated to pay,
directly or  indirectly,  all costs,  expenses,  debt,  and  obligations  of the
applicable Trust (other than with respect to the Trust Securities); and (iv) the
Declaration  further provides that the Citicorp Trustees shall not take or cause
or permit the  applicable  Trust to, among other things,  engage in any activity
that is not consis tent with the purposes of the applicable Trust.

      Payments of distributions (to the extent funds therefor are available) and
other  payments due on the Pre ferred  Securities  (to the extent funds therefor
are  available)  are guaranteed by Citicorp as and to the extent set forth under
"Description of the Preferred Securities  Guarantees." If Citicorp does not make
interest  payments  on  the  Subordinated  Debt  Securities   purchased  by  the
applicable  Trust,  it is  expected  that  the  applicable  Trust  will not have
sufficient funds to pay distributions on the Preferred Securities. The Preferred
Securities  Guarantee does not apply to any payment of distributions  unless and
until  the  applicable  Trust  has  sufficient  funds  for the  payment  of such
distributions.   The  Preferred  Securities  Guarantee  covers  the  payment  of
distributions and other payments on the Preferred  Securities only if and to the
extent  that  Citicorp  has made a  payment  of  interest  or  principal  on the
Subordinated Debt Securities held by the applicable Trust as its sole asset. The
Preferred Securities Guarantees, when taken together with Citicorp's obligations
under the  Subordinated  Debt  Securities and the Indenture and its  obligations
under the Declarations, including its obligations in the Indenture to pay costs,
expenses, debts and liabilities of the applicable Trust (other than with respect
to the Trust Securities),  provide a full and unconditional guarantee of amounts
payable on the Preferred Securities.

      Notwithstanding the foregoing, if Citicorp fails to make interest or other
payments on the  Subordinated  Debt  Securities  when due (taking account of any
Extension Period),  the Declaration  provides a mechanism whereby the holders of
the Preferred Securities,  using the procedures described in "Description of the
Preferred  Securities  --  Book-Entry  Only  Issuance  -- The  Depository  Trust
Company" and "-- Voting Rights" in any accom panying Prospectus Supplement,  may
direct the  Institutional  Trustee to enforce its rights under the  Subordinated
Debt Securities.  If the Institutional Trustee fails to enforce its rights under
the Subordinated Debt Securities, a holder of Preferred Securities may institute
a legal  proceeding  against  Citicorp  to enforce the  Institutional  Trustee's
rights under the  Subordinated  Debt  Securities  without first  instituting any
legal  proceeding  against  the  Institutional  Trustee  or any other  person or
entity.
    


                                       18
<PAGE>

   
Notwithstanding  the foregoing,  if a Declaration  Event of Default has occurred
and is continuing and such event is  attributable  to the failure of Citicorp to
pay interest or principal on the  Subordinated  Debt Securities on the date such
interest or principal is otherwise  payable (or in the case of redemption on the
redemption date),  then a holder of Preferred  Securities may institute a Direct
Action  for  payment  on or  after  the  respective  due date  specified  in the
Subordinated  Debt Securities.  In connection with such Direct Action,  Citicorp
will be  subrogated to the rights of such holder of Preferred  Securities  under
the  Declaration to the extent of any payment made by Citicorp to such holder of
Preferred  Securities  in such  Direct  Action.  Citicorp,  under the  Preferred
Securities Guarantee,  acknowledges that the Guarantee Trustee shall enforce the
Preferred  Securities  Guarantee  on  behalf  of the  holders  of the  Preferred
Securities.  If Citicorp fails to make payments  under the Preferred  Securities
Guarantee,  the Preferred  Securities Guarantee provides a mechanism whereby the
holders of the Preferred  Securities may direct the Guarantee Trustee to enforce
its rights thereunder.  Any holder of Preferred Securities may institute a legal
proceeding  directly against Citicorp to enforce the Guarantee  Trustee's rights
under the  Preferred  Securities  Guarantee  without  first  instituting a legal
proceeding  against the applicable  Trust, the Guarantee  Trustee,  or any other
person or entity.
    

       


                              PLAN OF DISTRIBUTION

   
      Citicorp may sell the Subordinated  Debt Securities and any Trust may sell
Preferred  Securities in any of, or any  combination of, the following ways: (i)
directly to purchasers,  (ii) through agents and (iii) through  underwriters  or
dealers. Such underwriters, dealers or agents may be affiliates of Citicorp, and
offers or sales of such securities may include secondary market  transactions by
affiliates of Citicorp.

      Offers  to  purchase  Offered  Securities  may be  solicited  directly  by
Citicorp  and/or  any  Trust,  as the case may be,  or by agents  designated  by
Citicorp  and/or  any  Trust,  as the case may be,  from time to time.  Any such
agent,  who may be deemed to be an  underwriter  as that term is  defined in the
Securities  Act,  involved  in the offer or sale of the  Offered  Securities  in
respect of which this  Prospectus  is  delivered  will be named,  and any commis
sions  payable by  Citicorp to such agent will be set forth,  in the  Prospectus
Supplement.  Unless otherwise indicated in the Prospectus  Supplement,  any such
agency will be acting on a best efforts basis for the period of its  appointment
(ordinarily five business days or less). Agents, dealers and underwriters may be
customers of, engage in transactions  with, or perform  services for the Company
in the ordinary course of business.
    

      If an underwriter or underwriters are utilized in the sale,  Citicorp will
execute an underwriting  agreement with such underwriters at the time of sale to
them and the names of the  underwriters and the terms of the transaction will be
set forth in the Prospectus  Supplement,  which will be used by the underwriters
to make releases of the Offered  Securities in respect of which this  Prospectus
is delivered to the public.

   
      If a dealer is utilized in the sale of the Offered  Securities  in respect
of which this  Prospectus is delivered,  Citicorp  and/or any Trust, as the case
may be, will sell such  Offered  Securities  to the dealer,  as  principal.  The
dealer may then resell such Offered  Securities to the public at varying  prices
to be  determined  by such dealer at the time of resale.  The name of the dealer
and the terms of the transaction will be set forth in the Prospectus Supplement.

      Agents,  underwriters,  and  dealers may be  entitled  under the  relevant
agreements to  indemnification by Citicorp and/or any Trust, as the case may be,
against certain liabilities, including liabilities under the Securities Act.
    

      This Prospectus and related Prospectus Supplement may be used by direct or
indirect subsidiaries of Citicorp in connection with offers and sales related to
secondary market  transactions.  Such subsidiaries


                                       19
<PAGE>

may act as  principal or agent in such  transactions.  Such sales may be made at
prices related to prevailing market prices at the time of sale.

      The  participation  of an affiliate or subsidiary of Citicorp in the offer
and sale of the Offered  Securities  will comply with the  requirements  of Rule
2720 of the By-laws of the National Association of Securities Dealers, Inc. (the
"NASD")  regarding  underwriting  securities  of the  affiliate.  No NASD member
participating  in offers and sales will execute a transaction  in the Securities
in a discretionary  account without the prior written  specific  approval of the
member's customer.

      Underwriters,   agents  or  their   controlling   persons  may  engage  in
transactions  with and perform  services for Citicorp in the ordinary  course of
business.

                             VALIDITY OF SECURITIES

   
      Certain  matters of Delaware law relating to the validity of the Preferred
Securities will be passed upon on behalf of the Trusts by Morris, Nichols, Arsht
&  Tunnell,  special  Delaware  counsel  to  the  Trusts.  The  validity  of the
Subordinated Debt Securities and the Preferred  Securities Guarantee and certain
matters  relating  thereto will be passed upon for Citicorp by Stephen E. Dietz,
an Associate  General Counsel of Citibank,  N.A. Mr. Dietz owns or has the right
to  acquire a number of shares of Common  Stock of  Citicorp  equal to less than
0.01% of the outstanding Common Stock of Citicorp.
    

                                     EXPERTS

      The  consolidated   financial  statements  of  Citicorp  and  subsidiaries
included  in  Citicorp's  Annual  Report  and  Form  10-K  for  1995  have  been
incorporated  herein by reference in reliance  upon the report set forth therein
of KPMG Peat Marwick LLP, independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing. The report of KPMG
Peat Marwick LLP, covering the December 31, 1995 financial  statements refers to
the  fact  that in 1994  Citicorp  adopted  Statement  of  Financial  Accounting
Standards ("SFAS") No. 112, "Employers' Accounting for Postemployment  Benefits"
and SFAS  No.  115,  "Accounting  for  Certain  Investments  in Debt and  Equity
Securities," and in 1993 Citicorp adopted SFAS No. 106,  "Employers'  Accounting
for Postretirement  Benefits Other Than Pensions" and SFAS No. 109,  "Accounting
for Income Taxes."


                                       20
<PAGE>

[FORM OF PROSPECTUS SUPPLEMENT]

PROSPECTUS  SUPPLEMENT
(To Prospectus dated December _____, 1996)


                              Preferred Securities
                               Citicorp Capital I
                             % Preferred Securities
               (Liquidation Amount $1,000 per Preferred Security)
                     fully and unconditionally guaranteed by
                                    Citicorp
                                 ---------------

      The ________% Preferred  Securities (the "Preferred  Securities")  offered
hereby  represent  preferred  undivided  beneficial  interests  in the assets of
Citicorp  Capital I, a statutory  business  trust  formed  under the laws of the
State of Delaware (the "Trust"). Citicorp, a Delaware corporation ("Citicorp" or
the "Company"), will own all the common securities (the "Common Securities" and,
together with the Preferred  Securities,  the "Trust  Securities")  representing
undivided  beneficial interests in the assets of the Trust. The Trust exists for
the sole  purpose of issuing the Trust  Securities  and  investing  the proceeds
thereof in an equivalent amount of ____% Junior Subordinated Deferrable Interest
Debentures  due  __________,   2027  (the  "Subordinated  Debt  Securities")  of
Citicorp.  The  Subordinated  Debt  Securities  and the Preferred  Securities in
respect of which this  Prospectus  Supplement is being delivered are referred to
herein as the "Offered  Securities."  The  Subordinated  Debt Securities will be
unsecured obligations of Citicorp and will be subordinate and junior in right of
payment to all Senior  Indebtedness of Citicorp,  as described  herein.  Upon an
event of default  under the  Declaration  (as  defined  herein),  the holders of
Preferred  Securities  will have a  preference  over the  holders  of the Common
Securities  with  respect to payments in respect of  distributions  and payments
upon  redemption,  liquidation and otherwise.  Payments of  distributions on the
Preferred  Securities  may be  deferred  at any  time  for up to 10  consecutive
semiannual  periods.  In addition,  Citicorp  will have the right to shorten the
maturity of the Subordinated  Debt Securities,  to redeem the Subordinated  Debt
Securities or to cause the distribution of the  Subordinated  Debt Securities to
the holders of Preferred  Securities upon the occurrence of certain events.  See
"Special Considerations" on page S-6.

                                                        (continued on next page)

                                 ---------------


    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
       AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
         THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
             COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
               PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
                   RELATES. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.
                                 ---------------

       THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR SAVINGS ACCOUNTS
        AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
              OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


                                       S-1
<PAGE>

                         Initial Public       Underwriting   Proceeds to
                         Offering Price(1)    Commission(2)  Trust(3)(4)
                         -----------------    -------------  -----------
Per Preferred Security   $1,000          (3)            $1,000
Total (5).........       $               (3)            $

(1)   Plus accrued distributions, if any, from December __, 1996.

(2)   The Trust and Citicorp have agreed to indemnify  the several  Underwriters
      against certain  liabilities,  including  liabilities under the Securities
      Act of 1933, as amended. See "Underwriting."

(3)   Because  the  proceeds  of the sale of the  Preferred  Securities  will be
      invested in the Subordinated  Debt Securities,  Citicorp has agreed to pay
      to the Underwriters as compensation (the "Underwriters' Compensation") for
      their  arranging  the  investment  therein  of such  proceeds  $ _____ per
      Preferred Security (or $ __________ in the aggregate). See "Underwriting."

(4)   Expenses of the offering,  which are payable by Citicorp, are estimated to
      be $ ____________.


      The  Preferred  Securities  offered  hereby are offered  severally  by the
Underwriters, as specified herein, subject to receipt and acceptance by them and
subject to their  right to reject any order in whole or in part.  It is expected
that delivery of the Preferred  Securities  will be made only in book-entry form
through the  facilities of The Depository  Trust  Company,  on or about December
____, 1996.

                                 ---------------
                                  [Underwriter]
                                 ---------------

         The date of this Prospectus Supplement is December _____, 1996.


                                       S-2
<PAGE>

(continued from previous page)

      Holders of the  Preferred  Securities  are entitled to receive  cumulative
cash  distributions  at an annual  rate of _____% of the  liquidation  amount of
$1,000 per Preferred  Security,  accruing from the date of original issuance and
payable  semiannually  in arrears on  __________  and  __________  of each year,
commencing __________, 1997 ("distributions").  The payment of distributions out
of moneys  held by the Trust and  payments  on  liquidation  of the Trust or the
redemption  of Preferred  Securities,  as set forth  below,  are  guaranteed  by
Citicorp (the "Guarantee") to the extent described herein and under "Description
of  Preferred  Securities  Guarantees"  in  the  accompanying  Prospectus.   The
Guarantee covers payments of  distributions  and other payments on the Preferred
Securities  only  if and to the  extent  that  the  Trust  has  funds  available
therefor,  which  will not be the case  unless  Citicorp  has made a payment  of
interest or principal or other payments on the Subordinated Debt Securities held
by the  Trust as its  sole  asset.  The  Guarantee,  when  taken  together  with
Citicorp's  obligations under the Subordinated Debt Securities and the Indenture
(as  defined  herein)  and its  obligations  under the  Declaration  (as defined
herein),  including its undertaking to pay all costs, expenses,  debts and other
obligations  of the Trust  (other  than with  respect to the Trust  Securities),
provide a full and  unconditional  guarantee  of  amounts  due on the  Preferred
Securities.  The obligations of Citicorp under the Guarantee are subordinate and
junior in right of payment to all other  liabilities  of Citicorp  and rank pari
passu with the most senior  preferred stock issued from time to time, if any, by
Citicorp.

      The distribution rate and the distribution  payment date and other payment
dates for the  Preferred  Securities  will  correspond  to the interest rate and
interest  payment  date  and  other  payment  dates  on  the  Subordinated  Debt
Securities,  which  will be the  sole  assets  of the  Trust.  As a  result,  if
principal  or  interest  is not paid on the  Subordinated  Debt  Securities,  no
amounts  will be paid on the  Preferred  Securities.  If Citicorp  does not make
principal or interest  payments on the Subordinated  Debt Securities,  the Trust
will  not  have  sufficient  funds  to  make   distributions  on  the  Preferred
Securities,  in which event, the Guarantee will not apply to such  distributions
until the Trust has sufficient funds available therefor.

      So long as no Event of Default has  occurred and is  continuing  under the
Indenture,  Citicorp  has  the  right  to  defer  payments  of  interest  on the
Subordinated  Debt  Securities by extending the interest  payment  period on the
Subordinated  Debt  Securities  at any time  and from  time to time for up to 10
consecutive semiannual interest periods (each, an "Extension Period"),  provided
that no Extension Period may extend beyond the Maturity Date (as defined below).
If interest  payments  are so  deferred,  distributions  will also be  deferred.
During  such  Extension  Period,  distributions  will  continue  to accrue  with
interest  thereon (to the extent  permitted by applicable law) at an annual rate
of  ______%  per  annum  compounded  semiannually,   and  holders  of  Preferred
Securities will be required to include  deferred  interest income in their gross
income for United  States  federal  income tax purposes in advance of receipt of
the cash distributions  with respect to such deferred interest  payments.  There
could be multiple  Extension  Periods of varying lengths of up to 10 consecutive
semiannual  interest periods each throughout the term of the  Subordinated  Debt
Securities.  See "Description of the  Subordinated  Debt Securities -- Option to
Extend  Interest  Payment  Period" and "United States Federal Income Taxation --
Interest and Original Issue Discount."

      The  Subordinated  Debt  Securities  will mature on  ________,  2027.  The
Subordinated  Debt  Securities are redeemable by Citicorp,  in whole or in part,
from  time to time,  on or after  ___________,  2007,  and  earlier  in  certain
circumstances  upon the occurrence of a Tax Event or a Regulatory  Capital Event
(each as defined herein). Prior to any such redemption, Citicorp will obtain any
required regulatory approvals. If Citicorp redeems Subordinated Debt Securities,
the Trust must redeem Trust Securities  having an aggregate  liquidation  amount
equal to the aggregate  principal amount of the Subordinated  Debt Securities so
redeemed at the Redemption  Price (as defined  herein).  See "Description of the
Preferred  Securities -- Redemption." The Preferred  Securities will be redeemed
upon  maturity  of the  Subordinated  Debt  Securities.  In  addition,  upon the
occurrence of a Tax Event or a Regulatory Capital Event, unless the Subordinated
Debt Securities are redeemed in the limited circumstances


                                       S-3

<PAGE>

described  herein,  the  Trust  may be  dissolved,  with  the  result  that  the
Subordinated Debt Securities will be distributed to the holders of the Preferred
Securities in lieu of any cash  distribution.  See "Description of the Preferred
Securities -- Tax Event Redemption or Distribution"  and  "--Regulatory  Capital
Event Redemption or Distribution."

      In the event of the  involuntary or voluntary  dissolution,  winding up or
termination  of the Trust,  the  holders  of the  Preferred  Securities  will be
entitled to receive for each Preferred  Security a liquidation  amount of $1,000
plus accrued and unpaid  distributions  thereon (including  interest thereon) to
the  date  of  payment,  unless,  in  connection  with  such  dissolution,   the
Subordinated  Debt  Securities  are  distributed to the holders of the Preferred
Securities.   See  "Description  of  the  Preferred  Securities  --  Liquidation
Distribution Upon Dissolution."

      The  Preferred  Securities  will  be  represented  by one or  more  global
certificates  registered in the name of the Depository  Trust Company ("DTC") or
its nominee.  Beneficial interests in the Preferred Securities will be shown on,
and  transfers  thereof will be effected  only  through,  records  maintained by
participants in DTC. Except as described herein,  Preferred  Securities will not
be  issued  in   certificated   form.   See   "Description   of  the   Preferred
Securities--Book-Entry Only Issuance--The Depository Trust Company."

      IN CONNECTION  WITH THIS  OFFERING,  THE  UNDERWRITERS  MAY  OVER-ALLOT OR
EFFECT  TRANSACTIONS  THAT  STABILIZE  OR  MAINTAIN  THE  MARKET  PRICE  OF  THE
SECURITIES  OFFERED HEREBY AT LEVELS ABOVE THOSE THAT MIGHT OTHERWISE PREVAIL IN
THE OPEN  MARKET.  SUCH  TRANSACTIONS  MAY BE EFFECTED IN THE OVER-  THE-COUNTER
MARKET  OR  OTHERWISE.  SUCH  STABILIZING  TRANSACTIONS,  IF  COMMENCED,  MAY BE
DISCONTINUED AT ANY TIME.


                                       S-4

<PAGE>

                         CITICORP SUMMARY FINANCIAL DATA

      The following  table sets forth, in summary form,  certain  financial data
for each of the years in the three- year period ended  December 31, 1995 and for
the nine months ended September 30, 1996 and September 30, 1995. This summary is
qualified in its entirety by the detailed  information and financial  statements
included in the documents incorporated by reference; this summary is not covered
by the Report of  Independent  Auditors  incorporated  herein by reference.  See
"Incorporation  of  Certain  Documents  by  Reference"  in the  Prospectus.  The
consolidated  financial data at and for the nine months ended September 30, 1996
and  September  30, 1995 is derived from  unaudited  financial  statements.  The
results  for the nine  months  ended  September  30,  1996  are not  necessarily
indicative of the results for the full year or any other interim period.

<TABLE>
<CAPTION>
                                                                           Nine Months Ended
                                                                             September 30,            Year Ended December 31,
                                                                               1996      1995      1995       1994          1993
                                                                            (unaudited)
                                                                                          (In millions, except per share amounts)
<S>                                                                           <C>       <C>       <C>       <C>           <C>       
Net Interest Revenue ......................................................   $ 8,122   $ 7,391   $ 9,951   $    8,911    $    7,690
Fees, Commissions and Other Revenue .......................................     6,709     6,498     8,727        7,837         8,385
                  Total Revenue ...........................................    14,831    13,889    18,678       16,748        16,075
Provision for Credit Losses ...............................................     1,422     1,460     1,991        1,881         2,600
Operating Expense .........................................................     8,916     8,284    11,102       10,256        10,615
Income Before Taxes and Cumulative Effects of
         Accounting Changes ...............................................     4,493     4,145     5,585        4,611         2,860
Income Taxes ..............................................................     1,692     1,586     2,121        1,189           941
Income Before Cumulative Effects of
         Accounting Changes ...............................................     2,801     2,559     3,464        3,422         1,919
Cumulative Effects of Accounting Changes(A) ...............................      --        --        --            (56)          300
Net Income ................................................................   $ 2,801   $ 2,559   $ 3,464   $    3,366    $    2,219
Income Applicable to Common Stock .........................................   $ 2,682   $ 2,290   $ 3,126   $    3,010    $    1,900
Earnings Per Share (B):
         On Common and Common Equivalent Shares:
                  Income Before Cumulative Effects of
                           Accounting Changes .............................   $  5.53   $  5.29   $  7.21   $     7.15    $     3.82
                  Cumulative Effects of Accounting Changes(A) .............      --        --        --          (0.12)         0.68
                  Net Income ..............................................   $  5.53   $  5.29   $  7.21   $     7.03    $     4.50

         Assuming Full Dilution:
                  Income Before Cumulative Effects of
                           Accounting Changes .............................   $  5.45   $  4.72   $  6.48   $     6.40    $     3.53
                  Cumulative Effects of Accounting Changes(A) .............      --        --        --          (0.11)         0.58
                  Net Income ..............................................   $  5.45   $  4.72   $  6.48   $     6.29    $     4.11

Period-End Balances:                                                                                (In billions)
         Total Loans, Net(C) ..............................................   $ 169.1   $ 160.7   $ 165.6   $    152.4    $    139.0
         Total Assets(D) ..................................................     271.9     257.5     256.9        250.5         216.6
         Total Deposits ...................................................     179.3     163.8     167.1        155.7         145.1
         Long-Term Debt and Subordinated Capital Notes ....................      19.3      19.0      18.5         17.9          18.2
         Total Stockholders' Equity (E) ...................................      20.4      19.5      19.6         17.8          14.0
</TABLE>

____________

(A)   Refers  to the  adoption  of SFAS  No.  112,  "Employers'  Accounting  for
      Postemployment  Benefits",  effective  January  1, 1994 and SFAS No.  109,
      "Accounting for Income Taxes", effective January 1, 1993.
(B)   Based on net income after  deducting  preferred  stock  dividends,  except
      where  conversion is assumed,  and, unless  anti-dilutive,  the after- tax
      dividend   equivalents  on  shares  issuable  under  Citicorp's  Executive
      Incentive Compensation Plan.
(C)   Net of unearned income.
(D)   Reflects  the  adoption  of FASB  Interpretation  No. 39,  "Offsetting  of
      Amounts Related to Certain Contracts", effective January 1, 1994.
(E)   Reflects the adoption of SFAS No. 115, "Accounting for Certain Investments
      in Debt and Equity Securities", effective January 1, 1994.

<PAGE>

                                 CAPITALIZATION

      The following table sets forth the consolidated capitalization of Citicorp
as of September  30, 1996 (and as adjusted to give effect to the issuance of the
Preferred Securities).

<TABLE>
<CAPTION>
                                                                             September 30,   September 30,
                                                                                  1996            1996
                                                                              Outstanding     As Adjusted
                                                                                  (In millions)

<S>                                                                          <C>             <C>     
Long Term Debt ...........................................................   $ 18,493        $ 18,493
Subordinated Capital Notes ...............................................        837             837
Guaranteed Preferred Beneficial Interests in Citicorp Subordinated                         
    Debt(a) ..............................................................       --        
                                                                                           
         Total ...........................................................   $ 19,330        $
                                                                                           
Stockholders' Equity:                                                                      
      Preferred Stock ....................................................      2,078           2,078
          Authorized Shares: 50,000,000                                                    
         Issued Shares:                                                                    
                  4,280,503 of $100 per share, 6,100,000 of $250 per share                 
                  and 250,000 of $500 per share                                            
      Common Stock ($1.00 par value) .....................................        506             506
          Authorized Shares: 800,000,000                                                   
        Issued Shares: 506,298,235                                                         
      Surplus ............................................................      6,438           6,438
      Retained Earnings ..................................................     13,566          13,566
      Net Unrealized Gains-Securities Available for Sale .................        581             581
      Foreign Currency Translation .......................................       (475)           (475)
      Common Stock in Treasury, at cost ..................................     (2,297)         (2,297)
                  Shares: 35,815,022                                                       
                                                                                           
Total Stockholders' Equity ...............................................     20,397          20,397
Total ....................................................................     39,727      
</TABLE>

________
(a)   The Guaranteed  Preferred  Beneficial Interests represent interests in the
      Trust,  whose sole asset will be $ million  aggregate  principal amount of
      Citicorp's % Junior Subordinated Deferrable Interest Debentures due 2027.


                                       S-6
<PAGE>

                             SPECIAL CONSIDERATIONS

      Prospective purchasers of Preferred Securities should carefully review the
information  contained  elsewhere  in  this  Prospectus  Supplement  and  in the
accompanying Prospectus and should particularly consider the following matters.

Ranking of Subordinate  Obligations  Under the Subordinated  Debt Securities and
Guarantee

      The  obligations of Citicorp under the  Subordinated  Debt  Securities are
subordinate  and  junior in right of payment to all  present  and future  Senior
Indebtedness  of  Citicorp.  Citicorp's  obligations  under  the  Guarantee  are
subordinate  and junior in right of payment to all  liabilities  of Citicorp and
rank pari passu with the most senior  preferred  stock issued from time to time,
if any, by Citicorp  and with any other  guarantee by Citicorp in respect of any
preferred stock or equity  interest of any affiliate.  There are no terms in the
Preferred  Securities,  the  Subordinated  Debt Securities or the Guarantee that
limit   Citicorp's   ability  to  incur   additional   indebtedness,   including
indebtedness  that ranks  senior to the  Subordinated  Debt  Securities  and the
Guarantee.  See "Description of the Preferred Securities Guarantees -- Status of
the Preferred  Securities  Guarantees" and "Description of the Subordinated Debt
Securities" in the accompanying Prospectus, and "Description of the Subordinated
Debt Securities -- Subordination" herein.

Rights Under the Guarantee

      If Citicorp were to default on its  obligation  to pay amounts  payable on
the Subordinated Debt Securities or its other payment  obligations to the Trust,
the Trust would lack available funds for the payment of distributions or amounts
payable on  redemption of the  Preferred  Securities or otherwise,  and, in such
event,  holders of the Preferred  Securities  would not be able to rely upon the
Guarantee  for  payment  of such  amounts.  Instead,  holders  of the  Preferred
Securities  would rely on the enforcement (i) by the  Institutional  Trustee (as
defined  herein) of its rights as  registered  holder of the  Subordinated  Debt
Securities  against  Citicorp  pursuant  to the terms of the  Subordinated  Debt
Securities  or (ii) by such  holder of its right  against  Citicorp  to  enforce
payments on the Subordinated Debt Securities.  See "Description of the Preferred
Securities  Guarantees" and "Description of the Subordinated Debt Securities" in
the accompanying Prospectus.

Enforcement of Certain Rights by Holders of Preferred Securities

      If a  Declaration  Event of  Default  (as  defined  herein)  occurs and is
continuing, the holders of Preferred Securities would rely on the enforcement by
the  Institutional  Trustee of its rights as a holder of the  Subordinated  Debt
Securities  against  Citicorp.  In  addition,  the  holders  of  a  majority  in
liquidation amount of the Preferred Securities will have the right to direct the
time, method, and place of conducting any proceeding for any remedy available to
the  Institutional  Trustee  or to  direct  the  exercise  of any trust or power
conferred upon the  Institutional  Trustee under the Declaration,  including the
right to direct the Institutional  Trustee to exercise the remedies available to
it as a holder of the Subordinated Debt Securities. If the Institutional Trustee
fails to enforce its rights under the Subordinated Debt Securities,  a holder of
Preferred  Securities may institute a legal proceeding directly against Citicorp
to enforce  the  Institutional  Trustee's  rights  under the  Subordinated  Debt
Securities   without  first   instituting  any  legal  proceeding   against  the
Institutional  Trustee  or any  other  person  or  entity.  Notwithstanding  the
foregoing,  if a Declaration Event of Default has occurred and is continuing and
such  event is  attributable  to the  failure of  Citicorp  to pay  interest  or
principal  on the  Subordinated  Debt  Securities  on the date such  interest or
principal is otherwise payable (or in the case of redemption,  on the redemption
date), then a holder of Preferred Securities may directly institute a proceeding
for enforcement of payment to such holder of the principal of or interest on the
Subordinated  Debt Securities  having a principal  amount equal to the aggregate
liquidation  amount  of the  Preferred  Securities  of such  holder  (a  "Direct
Action") on or after the respective due date specified in the Subordinated  Debt
Securities.  In connection with such Direct Action,  Citicorp will be subrogated
to the rights


                                       S-7

<PAGE>

of such holder of Preferred  Securities  under the  Declaration to the extent of
any payment  made by Citicorp to such  holder of  Preferred  Securities  in such
Direct Action. The holders of Preferred  Securities will not be able to exercise
directly any other  remedy  available  to the holders of the  Subordinated  Debt
Securities.  See "Description of the Preferred  Securities -- Declaration Events
of Default."

Option to Extend Interest Payment Period; Federal Income Tax Consequences

      Citicorp  has the right  under the  Indenture  (as such term is defined in
"Description of the Subordinated  Debt Securities"  herein) to defer payments of
interest on the  Subordinated  Debt Securities by extending the interest payment
period at any time, and from time to time, on the Subordinated  Debt Securities.
As a consequence of such an extension, semiannual distributions on the Preferred
Securities  would be  deferred  (but  would  continue  to accrue,  despite  such
deferral, with interest thereon compounded semiannually) by the Trust during any
such extended interest payment period. Such right to extend the interest payment
period for the Subordinated Debt Securities is limited to a period not exceeding
10 consecutive semiannual interest periods. Prior to the termination of any such
extension  period,  Citicorp  may further  extend the interest  payment  period;
provided,  that such  Extension  Period,  together  with all such  previous  and
further extensions  thereof,  may not exceed 10 consecutive  semiannual interest
periods or extend beyond the maturity of the Subordinated Debt Securities.  Upon
the termination of any Extension Period and the payment of all amounts then due,
Citicorp may commence a new Extension Period, subject to the above requirements.
See "Description of the Preferred  Securities -- Distributions" and "Description
of the  Subordinated  Debt  Securities  --  Option to  Extend  Interest  Payment
Period."

      Should  Citicorp  exercise  its right to defer  payments  of  interest  by
extending the interest payment period, each holder of Preferred  Securities will
be required to accrue income (as original issue discount  ("OID")) in respect of
the deferred  interest  allocable to its Preferred  Securities for United States
federal  income  tax  purposes,  even  though  such  deferred  interest  is  not
distributed to holders of Preferred Securities. As a result, each such holder of
Preferred  Securities will recognize income for United States federal income tax
purposes  in advance of the  receipt of cash and will not  receive the cash from
the Trust  related  to such  income if such  holder  disposes  of the  Preferred
Securities prior to the record date for the date on which  distributions of such
amounts are made.  Citicorp has no current  intention of exercising its right to
defer  payments of interest by  extending  the  interest  payment  period on the
Subordinated  Debt Securities.  However,  should Citicorp  determine to exercise
such right in the future, the market price of the Preferred Securities is likely
to be affected.  A holder that  disposes of its Preferred  Securities  during an
Extension Period, therefore, might not receive the same return on its investment
as a holder that continues to hold its Preferred  Securities.  In addition, as a
result of the  existence of Citicorp's  right to defer  interest  payments,  the
market  price  of  the  Preferred   Securities  (which  represent  an  undivided
beneficial  interest in the  Subordinated  Debt Securities) may be more volatile
than other  securities that do not grant such rights to the issuer.  See "United
States Federal Income Taxation -- Interest and Original Issue Discount."

Tax Event or Regulatory Capital Event Redemption or Distribution

      Upon the occurrence of a Tax Event or a Regulatory  Capital Event (each as
defined  herein),  the  Trust  may  be  dissolved,  with  the  result  that  the
Subordinated  Debt  Securities  would be distributed to the holders of the Trust
Securities  in  connection  with  the  liquidation  of  the  Trust.  In  certain
circumstances,  Citicorp  will have the right to redeem  the  Subordinated  Debt
Securities in lieu of a distribution of the Subordinated  Debt Securities by the
Trust.  If Subordinated  Debt Securities are redeemed,  the Trust will redeem an
equivalent  amount of Preferred  Securities.  See  "Description of the Preferred
Securities -- Tax Event Redemption or Distribution"  and "-- Regulatory  Capital
Event Redemption or Distribution."


                                       S-8
<PAGE>

      Under current  United States  federal  income tax law, a  distribution  of
Subordinated  Debt  Securities  upon the dissolution of the Trust would not be a
taxable event to holders of the Preferred  Securities.  Upon occurrence of a Tax
Event,  however,  a  dissolution  of the Trust in which holders of the Preferred
Securities  receive cash would be a taxable event to such  holders.  See "United
States Federal Income  Taxation -- Receipt of  Subordinated  Debt  Securities or
Cash Upon Liquidation of the Trust."

      Because  holders of Preferred  Securities  may receive  Subordinated  Debt
Securities  upon the  occurrence of a Tax Event or a Regulatory  Capital  Event,
prospective  purchasers  of Preferred  Securities  are also making an investment
decision with regard to the  Subordinated  Debt Securities and should  carefully
review all the information  regarding the Subordinated Debt Securities contained
herein and in the  accompanying  Prospectus.  See  "Description of the Preferred
Securities -- Tax Event Redemption or Distribution"  and  "--Regulatory  Capital
Event  Redemption or Distribution"  and  "Description of the  Subordinated  Debt
Securities."

Possible Tax Consequences of Sales of Preferred Securities Between Record Dates

      The Preferred  Securities may trade at a price that does not fully reflect
the value of any  accrued but unpaid  interest  with  respect to the  underlying
Subordinated  Debt  Securities.  A holder that disposes of Preferred  Securities
between record dates for payments of  distributions  thereon will be required to
include accrued but unpaid interest on the Subordinated Debt Securities  through
the date of disposition in income as ordinary  income and add such amount to the
holder's adjusted tax basis in the pro rata share of the underlying Subordinated
Debt Securities deemed disposed of. To the extent the selling price is less than
the  holder's  adjusted  tax basis  (which  will  include all accrued but unpaid
interest),  a holder will recognize a capital loss.  Subject to certain  limited
exceptions,  capital  losses  cannot be  applied to offset  ordinary  income for
United States  federal  income tax purposes.  See "United  States Federal Income
Taxation -- Interest and  Original  Issue  Discount"  and "-- Sales of Preferred
Securities."

                              ACCOUNTING TREATMENT

      The financial statements of the Trust will be consolidated with Citicorp's
financial  statements,  with the $________ million of Preferred Securities shown
in  Citicorp's  balance sheet as Guaranteed  Preferred  Beneficial  Interests in
Citicorp  Subordinated  Debt.  The sole  assets of the Trust will be $ _________
million  aggregate  principal  amount of _____% Junior  Subordinated  Deferrable
Interest Debentures of Citicorp due 2027.

      All future reports of Citicorp filed under the Securities  Exchange Act of
1934  will  (i)  reflect  the   consolidation   of  the  Trust  into  Citicorp's
consolidated financial statements, with the $______ aggregate liquidation amount
of  Preferred  Securities  shown  in  Citicorp's  balance  sheet  as  Guaranteed
Preferred  Beneficial  Interests in Citicorp  Subordinated Debt, (ii) include in
the financial statement footnotes of Citicorp disclosure that the sole assets of
the wholly-owned Trust will be $____________  principal amount of ______% Junior
Subordinated  Deferrable  Interest Debentures of Citicorp due 2027, and (iii) if
Staff Accounting  Bulletin 53 treatment is sought,  include in a footnote to the
audited  financial  statements  disclosure  that each Citicorp  Capital Trust is
wholly  owned,  that the sole  assets of the  Citicorp  Capital  Trusts  are the
Subordinated  Debentures  (specifying  as to each  Trust the  principal  amount,
interest rate and maturity date of the Subordinated  Debentures  held), and that
the Guarantee, taken together with Citicorp's obligations under the Subordinated
Debt  Securities,  the  Indenture  and  the  Declaration,  provides  a full  and
unconditional  guarantee on a subordinated  basis by Citicorp of payments due on
the Preferred Securities issued by each Citicorp Capital Trust.

                                    THE TRUST

      The Trust is a statutory business trust formed under Delaware law pursuant
to a declaration of trust executed by Citicorp, as sponsor (the "Sponsor"),  and
the trustees of the Trust (the  "Trustees")  and the filing of a certificate  of
trust with the  Secretary  of State of the State of Delaware.  Such  declaration
will be amended and restated in its


                                       S-9

<PAGE>

entirety (as so amended and restated,  the "Declaration") before the issuance of
the  Preferred  Securities.  The  Declaration  will be qualified as an indenture
under the Trust Indenture Act of 1939, as amended (the "Trust  Indenture  Act").
Upon issuance of the Preferred  Securities,  the purchasers thereof will own all
of the Preferred  Securities.  See  "Description of the Preferred  Securities --
Book-Entry  Only  Issuance  -- The  Depository  Trust  Company."  Citicorp  will
directly or indirectly acquire all of the Common Securities,  which will have an
aggregate  liquidation  amount  equal to  approximately  3 percent  of the total
capital of the Trust. The Trust exists for the exclusive purposes of issuing the
Trust Securities  representing  undivided  beneficial interests in the assets of
the  Trust,  investing  the  gross  proceeds  of  the  Trust  Securities  in the
Subordinated  Debt  Securities  and  engaging  in only  those  other  activities
necessary or incidental thereto.

      Pursuant to the  Declaration,  the number of Trustees  will  initially  be
three.  Two of the trustees  (the  "Regular  Trustees")  will be persons who are
employees  or  officers  of, or who are  affiliated  with,  Citicorp.  The third
trustee,  which  will  be a  financial  institution  that is  unaffiliated  with
Citicorp,  will serve as  institutional  trustee  under the  Declaration  and as
indenture  trustee for the purposes of  compliance  with the  provisions  of the
Trust Indenture Act (the "Institutional Trustee").  Initially,  Wilmington Trust
Company  will be the  Institutional  Trustee  until  removed or  replaced by the
holder of the Common Securities.  For purposes of compliance with the provisions
of the Trust  Indenture Act,  Wilmington  Trust Company will also act as trustee
(the  "Guarantee  Trustee")  under the Guarantee and as Debt Trustee (as defined
herein) under the Indenture.  Wilmington Trust Company will also act as Delaware
trustee  under the  Declaration  for  purposes of  compliance  with the Delaware
Business Trust Act (the "Trust Act").

      The  Institutional  Trustee  will  hold  title  to the  Subordinated  Debt
Securities  for the  benefit  of the  holders  of the Trust  Securities  and the
Institutional  Trustee  will have the power to exercise  all rights,  powers and
privileges  under  the  Indenture  (as  defined  herein)  as the  holder  of the
Subordinated  Debt  Securities.  In  addition,  the  Institutional  Trustee will
maintain  exclusive  control of a segregated  non-interest  bearing bank account
(the  "Property   Account")  to  hold  all  payments  made  in  respect  of  the
Subordinated  Debt  Securities  for the  benefit  of the  holders  of the  Trust
Securities.  The  Institutional  Trustee will make payments of distributions and
payments on  liquidation,  redemption  and otherwise to the holders of the Trust
Securities out of funds from the Property  Account.  The Guarantee  Trustee will
hold the Guarantee  for the benefit of the holders of the Preferred  Securities.
Citicorp,  as the direct or indirect holder of all the Common  Securities,  will
have the right to  appoint,  remove or replace  any  Trustee  and to increase or
decrease the number of Trustees. Citicorp will pay all fees and expenses related
to the Trust and the offering of the Trust  Securities.  See "Description of the
Subordinated Debt Securities -- Miscellaneous."

      The rights of the holders of the Preferred Securities,  including economic
rights,  rights  to  information  and  voting  rights,  are  set  forth  in  the
Declaration,  the Trust Act and the Trust Indenture Act. See "Description of the
Preferred Securities."

                     DESCRIPTION OF THE PREFERRED SECURITIES

      The  following  summary of certain  terms and  provisions of the Preferred
Securities  supplements  the  description  of the  terms and  provisions  of the
Preferred Securities set forth in the accompanying  Prospectus under the heading
"Description of Preferred  Securities," to which description reference is hereby
made.  The  Preferred  Securities  will be issued  pursuant  to the terms of the
Declaration,  which will be qualified as an indenture  under the Trust Indenture
Act. The  Institutional  Trustee will act as indenture trustee for the Preferred
Securities  under the Declaration for purposes of compliance with the provisions
of the Trust  Indenture Act. The terms of the Preferred  Securities will include
those stated in the  Declaration  and those made part of the  Declaration by the
Trust Indenture Act. The following  summary of the material terms and provisions
of the Preferred  Securities  does not purport to be complete and is subject to,
and  qualified in its entirety by reference to, the  Declaration,  the Trust Act
and the Trust Indenture Act.


                                      S-10

<PAGE>

General

      The Declaration  authorizes the Regular Trustees to issue on behalf of the
Trust the Trust Securities,  which represent undivided  beneficial  interests in
the assets of the Trust. All of the Common Securities will be owned, directly or
indirectly,  by Citicorp.  The Common  Securities rank pari passu,  and payments
will be made thereon on a pro rata basis, with the Preferred Securities,  except
that upon the  occurrence and during the  continuance of a Declaration  Event of
Default,  the rights of the holders of the Common  Securities to receive payment
of  periodic  distributions  and  payments  upon  liquidation,   redemption  and
otherwise  will be  subordinated  to the rights of the holders of the  Preferred
Securities.  The  Declaration  does not permit the  issuance by the Trust of any
securities other than the Trust Securities or the incurrence of any indebtedness
by the Trust.  Pursuant to the Declaration,  the Institutional  Trustee will own
the Subordinated  Debt Securities  purchased by the Trust for the benefit of the
holders of the Trust Securities.  The payment of distributions out of money held
by the Trust,  and payments  upon  redemption  of the  Preferred  Securities  or
liquidation  of the Trust,  are  guaranteed by Citicorp to the extent  described
under "Description of the Preferred  Securities  Guarantees" in the accompanying
Prospectus.  The Guarantee will be held by the Guarantee Trustee for the benefit
of the holders of the Preferred Securities. The Guarantee does not cover payment
of distributions when the Trust does not have sufficient  available funds to pay
such  distributions.  In  such  event,  the  remedy  of a  holder  of  Preferred
Securities  is to vote to  direct  the  Institutional  Trustee  to  enforce  the
Institutional  Trustee's rights under the Subordinated Debt Securities except in
the limited  circumstances  in which the holder may take Direct Action.  See "--
Voting Rights" and "-- Declaration  Events of Default."  Citicorp's  obligations
under the Guarantee,  taken together with its obligations under the Subordinated
Debt  Securities,  the  Indenture and the  Declaration,  will provide a full and
unconditional  guarantee on a subordinated  basis by Citicorp of payments due on
the Preferred Securities.

Distributions

      Distributions  on the  Preferred  Securities  will be  fixed at a rate per
annum of  ____%  of the  stated  liquidation  amount  of  $1,000  per  Preferred
Security.  Distributions in arrears for more than one quarter will bear interest
thereon  at the  rate per  annum of  ____%,  compounded  semiannually.  The term
"distribution"  as  used  herein  includes  any  such  interest  payable  unless
otherwise  stated.  The amount of  distributions  payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months.

      Distributions on the Preferred Securities will be cumulative,  will accrue
from  December  __,  1996  and  will  be  payable  semiannually  in  arrears  on
___________ and ________ of each year,  commencing ________,  1997, when, as and
if  available  for  payment.  Distributions  will be  made by the  Institutional
Trustee or its paying agent, except as otherwise described below.

      Citicorp has the right under the  Indenture to defer  payments of interest
on the  Subordinated  Debt  Securities by extending the interest  payment period
from time to time on the  Subordinated  Debt  Securities.  If  Citicorp  were to
exercise such right, semiannual distributions on the Preferred Securities during
any such  extended  interest  payment  period  would be  deferred  (though  such
distributions would continue to accrue with interest,  compounded  semiannually,
because  compound  interest  would continue to accrue on the  Subordinated  Debt
Securities).  See "Description of the Subordinated  Debt Securities -- Interest"
and "--  Option  to  Extend  Interest  Payment  Period."  If  distributions  are
deferred,  the deferred distributions and accrued interest thereon shall be paid
to holders of record of the Preferred Securities as they appear on the books and
records of the Trust on the record date next  following the  termination of such
deferral period.

      Distributions  on the  Preferred  Securities  must be  paid  on the  dates
payable to the extent that the Trust has funds available for the payment of such
distributions  in  the  Property  Account.   The  Trust's  funds  available  for
distribution  to the  holders  of the  Preferred  Securities  will be limited to
payments  received  from  Citicorp  on the  Subordinated  Debt  Securities.  See
"Description of the Subordinated Debt Securities." The payment of


                                      S-11

<PAGE>

distributions  out of moneys held by the Trust is  guaranteed by Citicorp to the
extent set forth under "Description of the Preferred  Securities  Guarantees" in
the accompanying Prospectus.

      Distributions  on the Preferred  Securities will be payable to the holders
thereof as they  appear on the books and  records  of the Trust on the  relevant
record dates,  which, as long as the Preferred  Securities  remain in book-entry
only form,  will be one Business Day (as defined  herein)  prior to the relevant
payment  dates.  Such  distributions  will  be  paid  by or  on  behalf  of  the
Institutional  Trustee,  which  will hold  amounts  received  in  respect of the
Subordinated  Debt  Securities  in the  Property  Account for the benefit of the
holders of the Trust Securities.  Subject to any applicable laws and regulations
and  the  provisions  of the  Declaration,  each  such  payment  will be made as
described  under "-- Book-Entry  Only Issuance -- The Depository  Trust Company"
below.  In the event that the Preferred  Securities do not continue to remain in
book-entry  only  form,  the  Regular  Trustees  will  have the  right to select
relevant record dates, which may be more than one Business Day but not more than
ten Business  Days prior to the relevant  payment  dates.  In the event that any
date on which distributions are to be made on the Preferred  Securities is not a
Business  Day,  then payment of the  distributions  payable on such date will be
made on the next  succeeding  day  which is a  Business  Day  (and  without  any
interest or other payment in respect of any such delay).  A "Business Day" shall
mean any day other  than  Saturday,  Sunday  or any  other day on which  banking
institutions in New York City are permitted or required by any applicable law to
close.

Redemption

      Upon  the  repayment  of the  Subordinated  Debt  Securities,  whether  at
maturity or upon redemption, the proceeds from such repayment or redemption will
simultaneously be applied to redeem,  at the Redemption Price,  Trust Securities
having an aggregate  liquidation amount equal to the aggregate  principal amount
of the Subordinated Debt Securities so repaid or redeemed; provided that holders
of  Trust  Securities  shall be given  not less  than 30 nor more  than 60 days'
notice of any redemption.

      The Company has the right to redeem the Subordinated  Debt Securities,  in
whole or in part, at any time on or after  ___________,  2007,  and earlier if a
Tax Event or a Regulatory  Capital Event shall have occurred and be  continuing.
The  Redemption  Price  for the  Preferred  Securities,  in the case of any such
redemption,  will equal the  applicable  Redemption  Percentage  (determined  as
described  below) of the  stated  liquidation  amount of  $1,000  per  Preferred
Security,  plus  accrued  distributions  to but  excluding  the date  fixed  for
redemption.

      The Redemption  Percentage,  in the case of any redemption occurring on or
after  __________,  2007 and before  _______,  2017,  will equal the  applicable
percentage set out in the following  table if the redemption  date occurs during
the 12-month period beginning __________________________ in the year indicated:


         Year                                             Redemption
         ----                                             ----------
                                                          Percentage
                                                          ----------
         2007.............................................
         2008.............................................
         2009.............................................
         2010.............................................
         2011.............................................
         2012.............................................
         2013.............................................
         2014.............................................
         2015.............................................



                                      S-12

<PAGE>


         2016.............................................

      The  Redemption  Percentage  will be 100% for any  redemption  on or after
____, 2017.

      In the case of a redemption  following a Tax Event or  Regulatory  Capital
Event  prior to , 2007,  the  Redemption  Percentage  will equal the  Make-Whole
Amount, determined as a percentage of a corresponding $1,000 principal amount of
Subordinated  Debt  Securities.  The  "Make-Whole  Amount" shall be equal to the
greater of (i) 100% of the principal amount of such Subordinated Debt Securities
or (ii) as determined by a Quotation Agent (as defined  below),  a percentage of
the principal  amount of such  Subordinated  Debt Securities equal to the sum of
the present values of the remaining scheduled payments of principal, premium and
interest thereon through , 2007 (assuming that the Subordinated  Debt Securities
were redeemed on that date),  discounted to the prepayment date on a semi-annual
basis (assuming a 360-day year of twelve 30-day months) at the Adjusted Treasury
Rate.

      "Adjusted  Treasury Rate" means,  with respect to any prepayment date, the
rate per annum  equal to the  semiannual  equivalent  yield to  maturity  of the
Comparable  Treasury Issue,  assuming a price for the Comparable  Treasury Price
for such  prepayment  date plus (i) on or prior to , 1998,  %, and (ii)  after ,
1998, %.

      "Comparable  Treasury  Issue" means the United  States  Treasury  security
selected by the Quotation Agent as having a maturity comparable to the remaining
term through , 2007 of the Subordinated  Debt Securities that would be utilized,
at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate  debt  securities of comparable  maturity to the
remaining term through , 2007 of the Subordinated Debt Securities.

      "Quotation  Agent"  means  Citibank,  N.A. and its  successors;  provided,
however,  that if such  entity  shall  cease  to be a  primary  U.S.  Government
securities  dealer in New York City (a "Primary Treasury  Dealer"),  the Company
shall substitute  therefor another Primary Treasury Dealer.  "Reference Treasury
Dealer" means (i) the Quotation Agent and (ii) any other Primary Treasury Dealer
selected by the Indenture Trustee after consultation with the Company.

      "Comparable  Treasury Price" means,  with respect to any prepayment  date,
(i) the average of the bid and asked prices for the  Comparable  Treasury  Issue
(expressed in each case as a percentage  of its  principal  amount) on the third
Business Day  preceding  such  prepayment  date, as set forth in the most recent
weekly  statistical  release (or any successor release) published by the Federal
Reserve and  designated  "H.15(519)"  or (ii) if such release (or any  successor
release)  is not  published  or does not  contain  such  prices  during the week
preceding  such Business Day, (A) the average of the Reference  Treasury  Dealer
Quotations for such prepayment date, after excluding the highest and lowest such
Reference  Treasury Dealer  Quotations,  or (B) if the Indenture Trustee obtains
fewer than three such Reference Treasury Dealer  Quotations,  the average of all
such Quotations.

      "Reference  Treasury  Dealer  Quotations"  means,  with  respect  to  each
Reference Treasury Dealer and any prepayment date, the average, as determined by
the Indenture Trustee,  of the bid and asked prices for the Comparable  Treasury
Issue  (expressed as a percentage of its principal  amount) quoted in writing to
the Indenture  Trustee by such  Reference  Treasury  Dealer as of 5:00 p.m., New
York time, on the third Business Day preceding such prepayment date.

Tax Event Redemption or Distribution

      "Tax Event" means that the Regular Trustees shall have received an opinion
(a "Dissolution Tax Opinion") of a nationally recognized independent tax counsel
experienced in such matters ("Tax Counsel") to the effect that,


                                      S-13
<PAGE>

as a result of (a) any amendment to,  clarification of or change  (including any
announced  prospective  change) in, the laws (or any regulations  thereunder) of
the United States or any political  subdivision or taxing  authority  thereof or
therein or (b) any amendment to or change in an interpretation or application of
such laws or regulations by any legislative body, court,  governmental agency or
regulatory  authority  (including  the  enactment  of any  legislation  and  the
publication  of any judicial  decision or regulatory  determination  on or after
such date), there is more than an insubstantial risk that (i) the Trust would be
subject to United States  federal  income tax with respect to income  accrued or
received on the Subordinated Debt Securities, (ii) interest payable to the Trust
on the  Subordinated  Debt  Securities  would not be  deductible by Citicorp for
United States federal income tax purposes or (iii) the Trust would be subject to
more than a de  minimis  amount  of other  taxes,  duties or other  governmental
charges,  provided  that any such change,  clarification  or  amendment  becomes
effective on or after the date of this Prospectus Supplement.

      If, at any time, a Tax Event shall occur and be  continuing,  Citicorp may
cause the Trust to be  dissolved,  with the result  that after  satisfaction  of
liabilities to creditors, if any, Subordinated Debt Securities with an aggregate
principal  amount equal to the aggregate stated  liquidation  amount of, with an
interest  rate  identical to the  distribu  tion rate of, and accrued and unpaid
interest  equal to accrued and unpaid  distributions  on, the Trust  Securities,
would be  distributed  to the holders of the Trust  Securities in liquidation of
such  holders'  interests  in the  Trust  on a pro  rata  basis  within  90 days
following the occurrence of such Tax Event;  provided that such  dissolution and
distribution  shall be  conditioned on (i) the Regular  Trustees'  receipt of an
opinion of Tax Counsel (a "No Recognition  Opinion"),  which opinion may rely on
published  revenue rulings of the Internal Revenue  Service,  to the effect that
the  holders of the Trust  Securities  will not  recognize  any gain or loss for
United States  federal income tax purposes as a result of such  dissolution  and
distribution of  Subordinated  Debt Securities and (ii) Citicorp being unable to
avoid such Tax Event within such 90-day period by taking some ministerial action
or pursuing some other  reasonable  measure that will have no adverse  effect on
the Trust,  Citicorp or the  holders of the Trust  Securities.  Furthermore,  if
after receipt of a Dissolution Tax Opinion by the Regular  Trustees (i) Citicorp
has received an opinion (a  "Redemption  Tax Opinion") of Tax Counsel that, as a
result of a Tax Event,  there is more than an  insubstantial  risk that Citicorp
would  be  precluded  from  deducting  the  interest  on the  Subordinated  Debt
Securities  for  United  States  federal  income  tax  purposes,  even after the
Subordinated Debt Securities were distributed to the holders of Trust Securities
in liquidation of such holders'  interests in the Trust as described  above,  or
(ii) the Regular  Trustees  shall have been informed by such Tax Counsel that it
cannot  deliver a No Recognition  Opinion to the Trust,  Citicorp shall have the
right,  within 90 days following the occurrence of such Tax Event, to redeem the
Subordinated  Debt  Securities,  in whole or in part,  upon not less than 30 nor
more than 60 days'  notice,  for cash,  with the  result  that,  following  such
redemption,  the  Preferred  Securities  will be  redeemed  by the  Trust at the
Redemption Price;  provided,  however, that if at the time there is available to
Citicorp or the Trust the  opportunity to eliminate,  within such 90-day period,
the Tax Event by taking some ministerial action, such as filing a form or making
an  election or  pursuing  some other  similar  reasonable  measure  that has no
adverse  effect on the Trust,  Citicorp or the holders of the Trust  Securities,
then Citicorp or the Trust will pursue such measure in lieu of redemption of the
Subordinated Debt Securities.

Regulatory Capital Event Redemption or Distribution

      "Regulatory Capital Event" means a determination by Citicorp,  based on an
opinion  of counsel  experienced  in such  matters  (who may be an  employee  of
Citicorp  or any of its  affiliates),  that,  as a result of any  amendment  to,
clarification  of or change  (including  any  announced  prospective  change) in
applicable laws or regulations or official  interpretations  thereof or policies
with respect  thereto,  which  amendment,  clarification  or change is effective
after  the  date  of  this  Prospectus   Supplement,   there  is  more  than  an
insubstantial risk that the Preferred  Securities will no longer constitute Tier
1 capital of Citicorp (or its equivalent)  for purposes of the capital  adequacy
guidelines  of the  Board of  Governors  of the  Federal  Reserve  System or its
successor as Citicorp's primary federal banking regulator.


                                      S-14
<PAGE>

      If, at any time, a Regulatory Capital Event shall occur and be continuing,
Citicorp  may (i) cause the Trust to be  dissolved,  with the result  that after
satisfaction of liabilities to creditors,  if any,  Subordinated Debt Securities
with an aggregate  principal  amount equal to the aggregate  stated  liquidation
amount of, with an interest  rate  identical  to the  distribution  rate of, and
accrued and unpaid  interest equal to accrued and unpaid  distributions  on, the
Trust Securities, would be distributed to the holders of the Trust Securities in
liquidation  of such holders'  interests in the Trust on a pro rata basis within
90 days following the occurrence of such Regulatory Capital Event or (ii) within
90 days following the occurrence of such  Regulatory  Capital Event,  redeem the
Subordinated  Debt  Securities,  in whole but not in part, upon not less than 30
nor more than 60 days' notice,  for cash,  with the result that,  following such
redemption,  the  Preferred  Securities  will be  redeemed  by the  Trust at the
Redemption Price;  provided,  however, that if at the time there is available to
Citicorp or the Trust the  opportunity to eliminate,  within such 90-day period,
the Regulatory Capital Event by taking some ministerial action, such as filing a
form or making an election or pursuing  some other  similar  reasonable  measure
that has no adverse  effect on the Trust,  Citicorp  or the holders of the Trust
Securities,  then  Citicorp  or the Trust will  pursue  such  measure in lieu of
distribution or redemption of the Subordinated Debt Securities.

Distribution of Subordinated Debt Securities

      After the date for any  distribution of Subordinated  Debt Securities upon
dissolution of the Trust, (i) the Preferred  Securities will no longer be deemed
to be outstanding,  (ii) the Depositary (as defined  herein) or its nominee,  as
the record holder of the Preferred Securities,  will receive a registered global
certificate or certificates  representing the Subordinated Debt Securities to be
delivered  upon  such  distribution  and  (iii)  any  certificates  representing
Preferred Securities not held by the Depositary or its nominee will be deemed to
represent  Subordinated  Debt Securities  having an aggregate  principal  amount
equal to the  aggregate  stated  liquidation  amount of, with an  interest  rate
identical to the distribution  rate of, and accrued and unpaid interest equal to
accrued  and  unpaid  distributions  on such  Preferred  Securities  until  such
certificates are presented to Citicorp or its agent for transfer or reissuance.

Redemption Procedures

      The Trust  may not  redeem  fewer  than all of the  outstanding  Preferred
Securities  unless all  accrued and unpaid  distributions  have been paid on all
Preferred  Securities for all semiannual  distribution periods terminating on or
prior to the date of redemption.

      If the  Trust  gives a  notice  of  redemption  in  respect  of  Preferred
Securities  (which notice will be  irrevocable),  then,  by noon,  New York City
time,  on  the  redemption  date,   provided  that  Citicorp  has  paid  to  the
Institutional Trustee a sufficient amount of cash in connection with the related
redemption  or  maturity of the  Subordinated  Debt  Securities,  the Trust will
irrevocably  deposit with the Depositary  funds sufficient to pay the applicable
Redemption  Price  and will give the  Depositary  irrevocable  instructions  and
authority  to  pay  the  Redemption  Price  to  the  holders  of  the  Preferred
Securities.  See "-- Book-Entry Only Issuance -- The Depository  Trust Company."
If notice of redemption  shall have been given and funds  deposited as required,
then,  immediately  prior to the close of business on the date of such  deposit,
distributions  will cease to accrue and all rights of holders of such  Preferred
Securities so called for redemption will cease,  except the right of the holders
of such  Preferred  Securities  to receive  the  Redemption  Price (but  without
interest) on or after such redemption  date,  except as described  below. In the
event  that any date  fixed for  redemption  of  Preferred  Securities  is not a
Business Day, then payment of the Redemption  Price payable on such date will be
made on the next  succeeding day that is a Business Day (without any interest or
other  payment in respect of any such delay),  except that, if such Business Day
falls in the next calendar  year,  such payment will be made on the  immediately
preceding  Business  Day. In the event that payment of the  Redemption  Price in
respect of Preferred  Securities is improperly withheld or refused and not paid,
either by the Trust or by Citicorp  pursuant to the Guarantee,  distributions on
such Preferred  Securities  will continue to accrue at the then  applicable rate
from the original redemption date to the date of payment, in which


                                      S-15

<PAGE>

case the actual  payment date will be considered  the date fixed for  redemption
for purposes of calculating the Redemption Price.

      In the event that fewer than all of the outstanding  Preferred  Securities
are to be redeemed, the Preferred Securities will be redeemed as described below
under "-- Book-Entry Only Issuance -- The Depository Trust Company."

      Subject  to  the  foregoing  and   applicable  law   (including,   without
limitation, United States federal securities laws), Citicorp or its subsidiaries
may at  any  time,  and  from  time  to  time,  purchase  outstanding  Preferred
Securities by tender, in the open market or by private agreement.

Liquidation Distribution Upon Dissolution

      In the event of any voluntary or involuntary  dissolution,  winding-up and
liquidation  of the  Trust  (a  "Liquidation"),  the  holders  of the  Preferred
Securities  will be entitled  to receive  out of the assets of the Trust,  after
satisfaction  of liabilities to creditors,  distributions  in an amount equal to
the aggregate of the stated  liquidation amount of $1,000 per Preferred Security
plus  accrued  and unpaid  distributions  thereon  to the date of  payment  (the
"Liquidation  Distribution"),  unless,  in  connection  with  such  Liquidation,
Subordinated  Debt Securities in an aggregate  stated  principal amount equal to
the aggregate stated  liquidation  amount of the Preferred  Securities,  with an
interest rate identical to the distribution rate of the Preferred Securities and
accrued and unpaid  interest  equal to accrued and unpaid  distributions  on the
Preferred  Securities,  have been distributed on a pro rata basis to the holders
of the Preferred Securities.

      If, upon any such  Liquidation,  the Liquidation  Distribution can be paid
only in part because the Trust has insufficient  assets available to pay in full
the aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on the Preferred Securities shall be paid on a pro rata basis. The holders
of the Common Securities will be entitled to receive distributions upon any such
dissolution pro rata with the holders of the Preferred  Securities,  except that
if a Declaration Event of Default has occurred and is continuing,  the Preferred
Securities  shall have a preference  over the Common  Securities  with regard to
such distributions.

      Pursuant to the  Declaration,  the Trust shall  dissolve (i) on , 20 , the
expiration of the term of the Trust, (ii) upon the bankruptcy of Citicorp, (iii)
upon the filing of a certificate of  dissolution or its equivalent  with respect
to  Citicorp,  the consent of the holders of at least a majority in  liquidation
amount of the Trust  Securities  affected  thereby  voting  together as a single
class to file a  certificate  of  cancellation  with respect to the Trust or the
revocation  of the charter of Citicorp and the  expiration  of 90 days after the
date of revocation without a reinstatement  thereof, (iv) upon the occurrence of
a Tax Event or a Regulatory Capital Event,  except as otherwise  described under
"--Tax  Event  Redemption  or  Distribution"  and  "--Regulatory  Capital  Event
Redemption or Distribution"  above, (v) upon the entry of a decree of a judicial
dissolution  of  Citicorp  or the Trust or (vi) upon the  redemption  of all the
Trust Securities.  Pursuant to the Declaration, as soon as practicable after the
dissolution of the Trust and upon completion of the winding up of the Trust, the
Trust shall terminate upon the filing of a certificate of cancellation.

Declaration Events of Default

      An Event of Default under the Indenture (an "Indenture  Event of Default")
constitutes an event of default under the Declaration  with respect to the Trust
Securities (a  "Declaration  Event of  Default");  provided that pursuant to the
Declaration,  the holder of the Common  Securities will be deemed to have waived
any Declaration Event of Default with respect to the Common Securities until all
Declaration Events of Default with respect to the Preferred Securities have been
cured, waived or otherwise eliminated.  Until such Declaration Events of Default
with  respect  to the  Preferred  Securities  have  been so  cured,  waived,  or
otherwise eliminated, the


                                      S-16
<PAGE>

Institutional  Trustee  will be  deemed  to be  acting  solely  on behalf of the
holders  of the  Preferred  Securities  and only the  holders  of the  Preferred
Securities will have the right to direct the Institutional  Trustee with respect
to certain matters under the  Declaration,  and therefore the Indenture.  If the
Institutional  Trustee fails to enforce its rights under the  Subordinated  Debt
Securities  after a holder of Preferred  Securities has made a written  request,
such holder of record of Preferred  Securities may institute a legal  proceeding
against  Citicorp  to  enforce  the  Institutional  Trustee's  rights  under the
Subordinated  Debt Securities  without first  instituting  any legal  proceeding
against the Institutional Trustee or any other person or entity. Notwithstanding
the foregoing,  if a Declaration Event of Default has occurred and is continuing
and such event is  attributable  to the failure of  Citicorp to pay  interest or
principal  on the  Subordinated  Debt  Securities  on the date such  interest or
principal is otherwise  payable (or in the case of  redemption,  the  redemption
date), then a holder of Preferred Securities may directly institute a proceeding
for  enforcement  of payment to such  holder  directly  of the  principal  of or
interest on the Subordinated  Debt Securities having a principal amount equal to
the aggregate  liquidation amount of the Preferred  Securities of such holder on
or after the respective due date specified in the Subordinated Debt Securi ties.
In connection with such Direct Action, Citicorp will be subrogated to the rights
of such holder of Preferred  Securities  under the  Declaration to the extent of
any payment  made by Citicorp to such  holder of  Preferred  Securities  in such
Direct Action. The holders of Preferred  Securities will not be able to exercise
directly any other  remedy  available  to the holders of the  Subordinated  Debt
Securities.

      Citicorp  and the  Trust  are  each  required  to file  annually  with the
Institutional  Trustee an officer's  certificate as to its  compliance  with all
conditions and covenants under the Declaration.

Voting Rights

      Except as described  herein,  under the Trust Act, the Trust Indenture Act
and under "Description of the Preferred Securities Guarantees -- Modification of
the Preferred Securities Guarantees; Assignment" in the accompanying Prospectus,
and as  otherwise  required  by law  and the  Declaration,  the  holders  of the
Preferred Securities will have no voting rights.

      Subject to the requirement of the  Institutional  Trustee  obtaining a tax
opinion  in  certain  circumstances  set  forth  in the  last  sentence  of this
paragraph,  the holders of a majority  in  aggregate  liquidation  amount of the
Preferred  Securities  have the right to direct  the time,  method  and place of
conducting any proceeding for any remedy available to the Institutional Trustee,
or direct the exercise of any trust or power  conferred  upon the  Institutional
Trustee under the  Declaration  including the right to direct the  Institutional
Trustee,  as holder of the  Subordinated  Debt  Securities,  to (i) exercise the
remedies  available to it under the  Indenture  as a holder of the  Subordinated
Debt  Securities,  (ii)  waive  any past  default  that is  waivable  under  the
Indenture,  (iii) exercise any right to rescind or annul a declaration  that the
principal of all the  Subordinated  Debt Securities  shall be due and payable or
(iv) consent to any amendment,  modification  or termination of the Indenture or
the Subordinated Debt Securities where such consent shall be required; provided,
however,  that,  where a consent or action under the Indenture would require the
consent or act of holders of more than a  majority  in  principal  amount of the
Subordinated Debt Securities (a  "Super-Majority")  affected  thereby,  only the
holders of at least such  Super-Majority in aggregate  liquidation amount of the
Preferred  Securities may direct the Institutional  Trustee to give such consent
or take such action.  The Institutional  Trustee shall notify all holders of the
Preferred  Securities  of any notice of default  received  from the Debt Trustee
with respect to the Subordinated  Debt Securities.  Such notice shall state that
such Indenture Event of Default also constitutes a Declaration Event of Default.
Except with  respect to  directing  the time,  method and place of  conducting a
proceeding  for a remedy,  the  Institutional  Trustee shall not take any of the
actions  described in clauses (i), (ii) or (iii) above unless the  Institutional
Trustee has obtained an opinion of tax counsel to the effect  that,  as a result
of such action,  the Trust will not fail to be classified as a grantor trust for
United States federal income tax purposes.


                                      S-17
<PAGE>

      In the event the consent of the  Institutional  Trustee,  as the holder of
the Subordinated  Debt Securities,  is required under the Indenture with respect
to  any  amendment,   modification   or   termination  of  the  Indenture,   the
Institutional  Trustee  shall  request the direction of the holders of the Trust
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment,  modification or termination as directed by
a majority in liquidation  amount of the Trust  Securities  voting together as a
single class;  provided,  however,  that (i) where the taking of any such action
under  the  Indenture  would  require  the  consent  of  a  Super-Majority,  the
Institutional Trustee may only give such consent at the direction of the holders
of at least the proportion in liquidation  amount of the Trust  Securities which
the relevant Super-Majority  represents of the aggregate principal amount of the
Subordinated  Debt  Securities  outstanding  and (ii)  where the  taking of such
action  would  require  the  consent  of  every  holder  of  Subordinated   Debt
Securities,  the consent of all holders of Trust  Securities  shall be required.
The Institutional  Trustee shall not take any such action in accordance with the
directions  of the  holders of the Trust  Securities  unless  the  Institutional
Trustee has obtained an opinion of tax counsel to the effect that the Trust will
not be classified as other than a grantor trust for United States federal income
tax purposes.

      A waiver of an Indenture  Event of Default will constitute a waiver of the
corresponding Declaration Event of Default.

      Any required approval or direction of holders of Preferred  Securities may
be given at a separate meeting of holders of Preferred  Securities  convened for
such purpose, at a meeting of all of the holders of Trust Securities or pursuant
to written  consent.  The Regular Trustees will cause a notice of any meeting at
which  holders of Preferred  Securities  are entitled to vote,  or of any matter
upon which  action by  written  consent  of such  holders is to be taken,  to be
mailed to each holder of record of Preferred  Securities.  Each such notice will
include a statement  setting  forth the following  information:  (i) the date of
such meeting or the date by which such action is to be taken; (ii) a description
of any  resolution  proposed  for adoption at such meeting on which such holders
are entitled to vote or of such matter upon which written consent is sought; and
(iii)  instructions for the delivery of proxies or consents.  No vote or consent
of the holders of Preferred  Securities will be required for the Trust to redeem
and cancel Preferred  Securities or distribute  Subordinated  Debt Securities in
accordance with the Declaration.

      Notwithstanding  that holders of Preferred Securities are entitled to vote
or consent under any of the circumstances  described above, any of the Preferred
Securities  that are owned at such time by  Citicorp  or any entity  directly or
indirectly  controlling  or  controlled  by, or under direct or indirect  common
control with, Citicorp,  shall not be entitled to vote or consent and shall, for
purposes of such vote or  consent,  be treated as if such  Preferred  Securities
were not outstanding.

      The procedures by which holders of Preferred Securities may exercise their
voting  rights are  described  below.  See "--  Book-Entry  Only Issuance -- The
Depository Trust Company" below.

      Holders  of the  Preferred  Securities  will have no rights to  appoint or
remove  the  Trustees,  who may be  appointed,  removed  or  replaced  solely by
Citicorp as the indirect or direct holder of all of the Common Securities.

Modification of the Declaration

      The  Declaration  may be  modified  and amended if approved by the Regular
Trustees (and in certain  circumstances  the  Institutional  Trustee),  provided
that, if any proposed  amendment provides for, or the Regular Trustees otherwise
propose  to effect,  (i) any action  that  would  adversely  affect the  powers,
preferences  or  special  rights  of the  Trust  Securities,  whether  by way of
amendment to the Declaration or otherwise or (ii) the dissolution, winding-up or
termination  of the Trust other than  pursuant to the terms of the  Declaration,
then the holders of the outstanding Trust Securities voting together as a single
class will be entitled to vote on such amendment or


                                      S-18

<PAGE>

proposal and such amendment or proposal  shall not be effective  except with the
approval of at least a majority in  liquidation  amount of the Trust  Securities
affected  thereby;  provided  that, if any amendment or proposal  referred to in
clause (i) above would  adversely  affect only the  Preferred  Securities or the
Common Securities, then only the affected class will be entitled to vote on such
amendment  or proposal  and such  amendment  or proposal  shall not be effective
except with the approval of a majority in liquidation amount of such class.

      Notwithstanding the foregoing, no amendment or modification may be made to
the Declaration if such amendment or  modification  would (i) cause the Trust to
be classified  for purposes of United States  federal  income  taxation as other
than a grantor trust,  (ii) reduce or otherwise  adversely  affect the powers of
the  Institutional  Trustee or (iii) cause the Trust to be deemed an "investment
company" which is required to be registered under the Investment  Company Act of
1940, as amended (the "1940 Act").

Mergers, Consolidations or Amalgamations

      The Trust  may not  consolidate,  amalgamate,  merge  with or into,  or be
replaced  by,  or  convey,   transfer  or  lease  its   properties   and  assets
substantially  as an  entirety,  to any  corporation  or other  body,  except as
described  below.  The Trust may,  with the consent of the Regular  Trustees and
without the consent of the holders of the Trust Securities or the  Institutional
Trustee, consolidate,  amalgamate, merge with or into, or be replaced by a trust
organized  as such under the laws of any State of the United  States;  provided,
that (i) if the Trust is not the  survivor  such  successor  entity  either  (x)
expressly assumes all of the obligations of the Trust under the Trust Securities
or  (y)  substitutes  for  the  Trust   Securities   other   securities   having
substantially   the  same  terms  as  the  Trust   Securities   (the  "Successor
Securities"),  so long as the Successor  Securities  rank the same as the Common
Securities  and  Preferred  Securities,   respectively,  rank  with  respect  to
distributions  and payments upon  liquidation,  redemption and  otherwise,  (ii)
Citicorp  expressly  acknowledges a trustee of such successor entity  possessing
the same  powers  and duties as the  Institutional  Trustee as the holder of the
Subordinated  Debt Securities,  (iii) the Preferred  Securities or any Successor
Securities  are  listed,  or  any  Successor  Securities  will  be  listed  upon
notification of issuance,  on any national  securities  exchange or with another
organization on which the Preferred  Securities are then listed or quoted,  (iv)
such  merger,  consolidation,  amalgamation  or  replacement  does not cause the
Preferred  Securities  (including any Successor  Securities) to be downgraded by
any nationally  recognized  statistical  rating  organization,  (v) such merger,
consolidation, amalgamation or replacement does not adversely affect the rights,
preferences and privileges of the holders of the Trust Securities (including any
Successor  Securities)  in any material  respect (other than with respect to any
dilution of the holders' interest in the new entity), (vi) such successor entity
has a  purpose  identical  to that of the  Trust,  (vii)  prior to such  merger,
consolidation,  amalgamation or replacement, Citicorp has received an opinion of
a nationally  recognized  independent  counsel to the Trust  experienced in such
matters to the  effect  that (A) such  merger,  consolidation,  amalgamation  or
replacement does not adversely affect the rights,  preferences and privileges of
the holders of the Trust Securities  (including any Successor Securities) in any
material  respect  (other  than with  respect to any  dilution  of the  holders'
interest in the new  entity),  and (B)  following  such  merger,  consolidation,
amalgamation or replacement, neither the Trust nor such successor entity will be
required  to  register as an  investment  company  under the 1940 Act and (viii)
Citicorp guarantees the obligations of such successor entity under the Successor
Securities  at least to the  extent  provided  by the  Guarantee  and the Common
Securities   Guarantee   (as   described   in  the   accompanying   Prospectus).
Notwithstanding  the foregoing,  the Trust shall not, except with the consent of
holders  of  100  percent  in  liquidation   amount  of  the  Trust  Securities,
consolidate,  amalgamate, merge with or into, or be replaced by any other entity
or permit any other entity to  consolidate,  amalgamate,  merge with or into, or
replace it, if such  consolidation,  amalgamation,  merger or replacement  would
cause the Trust or the successor entity to be classified as other than a grantor
trust for United States federal income tax purposes.


                                      S-19

<PAGE>


Book-Entry Only Issuance -- The Depository Trust Company

      The  Depository  Trust Company  ("DTC") will act as securities  depositary
(the "Depositary") for the Preferred  Securities.  The Preferred Securities will
be issued only as fully-registered  securities  registered in the name of Cede &
Co. (DTC's nominee).  One or more  fully-registered  global Preferred Securities
certificates ("Global Certificates"), representing the total aggregate number of
Preferred Securities, will be issued and will be deposited with DTC.

      The laws of some  jurisdictions  may require  that certain  purchasers  of
securities  take physical  delivery of securities in definitive  form. Such laws
may  impair  the  ability  to  transfer   beneficial   interests  in  securities
represented by a global certificate deposited with DTC.

      DTC is a  limited-purpose  trust  company  organized  under  the New  York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning  of the  New  York  Uniform  Commercial  Code  and a  "clearing  agency"
registered  pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended (the  "Exchange  Act").  DTC holds  securities  that its
participants  ("Participants")  deposit  with  DTC.  DTC  also  facilitates  the
settlement among Participants of securities transactions,  such as transfers and
pledges,  in deposited  securities  through electronic  computerized  book-entry
changes in  Participants'  accounts,  thereby  eliminating the need for physical
movement of  securities  certificates.  Participants  in DTC include  securities
brokers and dealers,  banks, trust companies,  clearing corporations and certain
other organizations. DTC is owned by a number of its Participants and by the New
York Stock Exchange, the American Stock Exchange and the National Association of
Securities  Dealers.  Access to the DTC system is also available to others, such
as  securities  brokers  and  dealers,  banks and  trust  companies  that  clear
transactions  through or  maintain a direct or indirect  custodial  relationship
with  a  Direct   Participant   either   directly   or   indirectly   ("Indirect
Participants").  The rules  applicable to DTC and its  Participants  are on file
with the Securities and Exchange Commission.

      Purchases of Preferred Securities within the DTC system must be made by or
through  Participants,  which will receive a credit for the Preferred Securities
on DTC's  records.  The  ownership  interest  of each actual  purchaser  of each
Preferred  Security  ("Beneficial  Owner")  is in  turn  to be  recorded  on the
Participants'  and Indirect  Participants'  records.  Beneficial Owners will not
receive written confirmation from DTC of their purchases,  but Beneficial Owners
are  expected  to  receive  written  confirmations   providing  details  of  the
transactions,  as well as periodic statements of their holdings, from the Direct
or Indirect Participants through which the Beneficial Owners purchased Preferred
Securities.  Transfers of ownership interests in the Preferred Securities are to
be accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners.  Beneficial Owners will not receive certificates representing
their ownership interests in the Preferred Securities,  except in the event that
use of the book-entry system for the Preferred Securities is discontinued.

      DTC has no  knowledge  of the actual  Beneficial  Owners of the  Preferred
Securities.  DTC's records reflect only the identity of the Direct  Participants
to whose accounts such Preferred  Securities are credited,  which may or may not
be the Beneficial Owners. The Participants and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.

      So long as DTC, or its  nominee,  is the  registered  owner or holder of a
Global Certificate,  DTC or such nominee, as the case may be, will be considered
the sole owner or holder of the Preferred Securities represented thereby for all
purposes under the Declaration and the Preferred Securities. No beneficial owner
of an interest in a Global  Certificate  will be able to transfer  that interest
except in  accordance  with DTC's  applicable  procedures,  in addition to those
provided for under the Declaration.

      DTC has advised the Company  that it will take any action  permitted to be
taken by a  holder  of  Preferred  Securities  (including  the  presentation  of
Preferred  Securities for exchange as described  below) only at the direction of
one or more  Participants  to whose  account  the DTC  interests  in the  Global
Certificates are credited


                                      S-20

<PAGE>

and only in  respect  of such  portion of the  aggregate  liquidation  amount of
Preferred  Securities as to which such  Participant or Participants  has or have
given such direction.

      Conveyance of notices and other communications by DTC to Participants,  by
Participants  to  Indirect  Participants,   and  by  Participants  and  Indirect
Participants to Beneficial  Owners will be governed by arrangements  among them,
subject to any  statutory or  regulatory  requirements  as may be in effect from
time to time.

      Redemption  notices  in  respect  of  the  Preferred  Securities  held  in
book-entry  form will be sent to Cede & Co.  If less  than all of the  Preferred
Securities are being redeemed,  DTC will determine the amount of the interest of
each Participant to be redeemed in accordance with its procedures.

      Although  voting with respect to the Preferred  Securities is limited,  in
those  cases  where a vote is  required,  neither DTC nor Cede & Co. will itself
consent  or  vote  with  respect  to  Preferred  Securities.   Under  its  usual
procedures,  DTC would  mail an Omnibus  Proxy to the Trust as soon as  possible
after the record date.  The Omnibus  Proxy  assigns Cede & Co.'s  consenting  or
voting rights to those  Participants to whose accounts the Preferred  Securities
are credited on the record date (identified in a listing attached to the Omnibus
Proxy).

      Distributions on the Preferred  Securities held in book-entry form will be
made  to DTC  in  immediately  available  funds.  DTC's  practice  is to  credit
Participants'  accounts on the relevant  payment date in  accordance  with their
respective holdings shown on DTC's records unless DTC has reason to believe that
it will not receive payments on such payment date.  Payments by Participants and
Indirect  Participants  to  Beneficial  Owners  will  be  governed  by  standing
instructions  and  customary  practices and will be the  responsibility  of such
Participants and Indirect Participants and not of DTC, the Trust or the Company,
subject to any  statutory or  regulatory  requirements  as may be in effect from
time to time.  Payment  of  distributions  to DTC is the  responsibility  of the
Trust,  disbursement of such payments to Participants is the  responsibility  of
DTC,  and  disbursement  of  such  payments  to  the  Beneficial  Owners  is the
responsibility of Participants and Indirect Participants.

      Except as provided  herein,  a Beneficial Owner of an interest in a Global
Certificate  will not be entitled  to receive  physical  delivery  of  Preferred
Securities.  Accordingly,  each Beneficial  Owner must rely on the procedures of
DTC to exercise any rights under the Preferred Securities.

      Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in the Global Certificates among Participants of DTC, DTC
is under no  obligation to perform or continue to perform such  procedures,  and
such procedures may be discontinued at any time. Neither the Company, the Issuer
nor the Trustee will have any  responsibility  for the performance by DTC or its
Participants or Indirect  Participants under the rules and procedures  governing
DTC. DTC may  discontinue  providing its services as securities  depositary with
respect to the  Preferred  Securities at any time by giving notice to the Trust.
Under such circumstances, in the event that a successor securities depositary is
not obtained,  Preferred  Security  certificates  are required to be printed and
delivered.  Additionally, the Trust (with the consent of the Company) may decide
to  discontinue  use of the system of  book-entry  transfers  through  DTC (or a
successor depositary).  In that event, certificates for the Preferred Securities
will be printed and delivered.

Payment and Paying Agency

      Payments in respect of the Preferred Securities  represented by the Global
Certificates will be made to DTC, which will credit the relevant accounts at DTC
on the applicable distribution dates, provided that, in the case of Certificated
Securities,  such  payments  will be made by check  mailed to the address of the
holder  entitled  thereto  at its  registered  address.  The  paying  agent will
initially be Citibank, N.A. The paying agent will be permitted to resign upon 30
days' written notice to the Institutional  Trustee.  In the event that Citibank,
N.A. shall no longer


                                      S-21

<PAGE>

be the paying agent, the  Institutional  Trustee will appoint a successor to act
as Paying Agent (which shall be a bank or trust company).

Registrar and Transfer Agent

      Citibank,  N.A. will act as registrar and transfer agent for the Preferred
Securities.  Registration of transfers of Preferred  Securities will be effected
without  charge by or on behalf of the Trust,  but upon payment (with the giving
of such indemnity as the Trust or the Company may require) in respect of any tax
or other  government  charges  which may be imposed in relation to it. The Trust
will not be  required  to register  or cause to be  registered  the  transfer of
Preferred  Securities  after  such  Preferred  Securities  have been  called for
redemption.

Information Concerning the Institutional Trustee

      The  Institutional  Trustee,  prior to the  occurrence  of a default  with
respect to the Trust  Securities  and after the curing of any defaults  that may
have occurred,  undertakes to perform only such duties as are  specifically  set
forth in the Declaration  and, after default,  shall exercise the same degree of
care as a prudent  individual  would  exercise  in the conduct of his or her own
affairs.  Subject  to such  provisions,  the  Institutional  Trustee is under no
obligation to exercise any of the powers vested in it by the  Declaration at the
request  of any  holder  of  Preferred  Securities,  unless  offered  reasonable
indemnity by such holder against the costs, expenses and liabilities which might
be incurred thereby. The holders of Preferred Securities will not be required to
offer such  indemnity  in the event such  holders,  by  exercising  their voting
rights,  direct the Institutional  Trustee to take any action it is empowered to
take  under the  Declaration  following  a  Declaration  Event of  Default.  The
Institutional  Trustee  also  serves  as  trustee  under the  Guarantee  and the
Indenture.

Governing Law

      The  Declaration  and the  Preferred  Securities  will be governed by, and
construed in accordance with, the laws of the State of Delaware.

Miscellaneous

      The Regular  Trustees are  authorized and directed to operate the Trust in
such a way so that the Trust will not be required to register as an  "investment
company" under the 1940 Act or  characterized  as other than a grantor trust for
United  States  federal  income tax  purposes.  Citicorp  intends to conduct its
affairs so that the Subordinated Debt Securities will be treated as indebtedness
of Citicorp for United States federal income tax purposes.  In this  connection,
Citicorp and the Regular  Trustees may take any action,  not  inconsistent  with
applicable  law, the  certificate  of trust of the Trust or the  certificate  of
incorporation  of  Citicorp,  that each of  Citicorp  and the  Regular  Trustees
determine in their  discretion to be necessary or desirable to achieve such end,
as long as such action does not adversely affect the interests of the holders of
the Preferred Securities or vary the terms thereof.

      Holders of the Preferred Securities have no preemptive rights.

                          DESCRIPTION OF THE GUARANTEE

      Pursuant to the Guarantee,  Citicorp will irrevocably agree, to the extent
set forth  therein,  to pay in full to the holders of the  Preferred  Securities
issued by the Trust,  the  Guarantee  Payments  (as defined in the  accompanying
Prospectus)  (except  to the  extent  paid  by the  Trust),  as  and  when  due,
regardless of any defense,  right of set-off or counterclaim which the Trust may
have or assert. The Guarantee will not apply to any payment except to the extent
the Trust shall have funds available therefor.  The Company's obligation to make
a Guarantee Payment


                                      S-22

<PAGE>

may be satisfied by direct payment of the required amounts by the Company to the
holders of Preferred  Securities  or by causing the Trust to pay such amounts to
such holders.  The Guarantee  will be qualified as an indenture  under the Trust
Indenture Act.  Wilmington Trust Company will act as indenture trustee under the
Guarantee (the  "Guarantee  Trustee").  The terms of the Guarantee will be those
set forth in such  Guarantee and those made part of such  Guarantee by the Trust
Indenture  Act.  The  Guarantee  will be held by the  Guarantee  Trustee for the
benefit of the holders of the Preferred Securities. A summary description of the
Guarantee appears in the accompanying  Prospectus under the caption "Description
of the Preferred Securities Guarantees."


                                      S-23
<PAGE>

                 DESCRIPTION OF THE SUBORDINATED DEBT SECURITIES

      Set forth below is a description of the specific terms of the Subordinated
Debt  Securities  in which the Trust will invest the proceeds  from the issuance
and sale of the Trust Securities.  This description  supplements the description
of the general terms and  provisions of the  Subordinated  Debt  Securities  set
forth in the  accompanying  Prospectus  under the  caption  "Description  of the
Subordinated Debt Securities." The following  description does not purport to be
complete and is subject to, and is  qualified  in its entirety by reference  to,
the description in the  accompanying  Prospectus and the Indenture,  dated as of
December  , 1996  (the  "Indenture"),  between  Citicorp  and  Wilmington  Trust
Company, as Trustee (the "Debt Trustee").

      Under  certain  circumstances  involving  the  dissolution  of  the  Trust
following  the  occurrence  of a  Tax  Event  or  a  Regulatory  Capital  Event,
Subordinated  Debt  Securities  may be  distributed  to the holders of the Trust
Securities  in  liquidation  of the Trust.  See  "Description  of the  Preferred
Securities -- Tax Event Redemption or Distribution"  and  "--Regulatory  Capital
Event Redemption or Distribution."

General

      The  Subordinated  Debt  Securities will be issued as unsecured debt under
the Indenture.  The  Subordinated  Debt  Securities will be limited in aggregate
principal amount to approximately $ , such amount being the sum of the aggregate
stated  liquidation   amounts  of  the  Preferred   Securities  and  the  Common
Securities.

      The  Subordinated  Debt  Securities  are not  subject  to a  sinking  fund
provision.  The entire principal amount of the Subordinated Debt Securities will
mature and become due and payable, together with any accrued and unpaid interest
thereon including Compound Interest (as defined herein) and Additional  Interest
(as defined herein), if any, on , 2027.

      If  Subordinated  Debt  Securities are distributed to holders of Preferred
Securities  in  liquidation  of  such  holders'  interests  in the  Trust,  such
Subordinated  Debt  Securities will initially be issued as a Global Security (as
defined  herein).  As described  herein,  under certain  limited  circumstances,
Subordinated  Debt Securities may be issued in certificated form in exchange for
a Global Security.  See "-- Book-Entry and Settlement"  below. In the event that
Subordinated Debt Securities are issued in certificated  form, such Subordinated
Debt  Securities  will be in  denominations  of $1,000  and  integral  multiples
thereof and may be  transferred  or  exchanged at the offices  described  below.
Payments on  Subordinated  Debt  Securities  issued as a Global Security will be
made to DTC, a successor depositary or, in the event that no depositary is used,
to  a  Paying  Agent  for  the  Subordinated  Debt  Securities.   In  the  event
Subordinated  Debt  Securities are issued in  certificated  form,  principal and
interest will be payable,  the transfer of the Subordinated Debt Securities will
be  registrable  and  Subordinated  Debt  Securities  will be  exchangeable  for
Subordinated  Debt  Securities  of  other  denominations  of  a  like  aggregate
principal amount at the corporate trust office of the  Institutional  Trustee in
New York, New York; provided, that payment of interest may be made at the option
of Citicorp by check mailed to the address of the holder entitled  thereto or by
wire  transfer to an account  appropriately  designated  by the holder  entitled
thereto.   Notwithstanding  the  foregoing,   so  long  as  the  holder  of  any
Subordinated  Debt  Securities  is the  Institutional  Trustee,  the  payment of
principal  and  interest  on  the  Subordinated  Debt  Securities  held  by  the
Institutional  Trustee  will be made at such place and to such account as may be
designated by the Institutional Trustee.

Subordination

      The  Indenture   provides  that  the  Subordinated   Debt  Securities  are
subordinated  and  junior in right of  payment  to all  Senior  Indebtedness  of
Citicorp. No payment of principal (including  redemption payments),  premium, if
any, or interest on the Subordinated  Debt Securities may be made if there shall
have  occurred and be continuing a default in any payment with respect to Senior
Indebtedness or an event of default with respect to any Senior


                                      S-24

<PAGE>

Indebtedness  resulting in the acceleration of the maturity  thereof,  or if any
judicial  proceeding  shall be pending with respect to any such default,  unless
and until such default shall have been cured or waived or such proceeding  shall
be terminated. Upon any distribution of assets of Citicorp to creditors upon any
dissolution,  winding-up,  liquidation or  reorganization,  whether voluntary or
involuntary,  or in bankruptcy,  insolvency,  receivership or other proceedings,
all principal,  premium, if any, and interest due or to become due on all Senior
Indebtedness of Citicorp must be paid in full before the holders of Subordinated
Debt  Securities are entitled to receive or retain any payment.  Notwithstanding
the  foregoing,  the  holders of Senior  Indebtedness  shall not be  entitled to
receive payment of any amounts which would otherwise (but for the  subordination
provisions  of the  Indenture)  be payable in respect of the  Subordinated  Debt
Securities  but for the fact that any such Senior  Indebtedness  is by its terms
subordinated  in right of payment to Trade Credit (as defined  herein) and, as a
result of which  subordination,  amounts  otherwise  payable  in respect of such
Senior Indebtedness are to be received by holders of Trade Credit.

      The term "Senior  Indebtedness"  means any  obligation  of Citicorp to its
creditors,  whether  outstanding or  subsequently  incurred,  except for (w) any
other  subordinated  debt securities  issued under the Indenture,  (x) all other
debt securities,  and guarantees in respect of those debt securities,  issued to
any other  trust,  or a  trustee  of such  trust,  partnership  or other  entity
affiliated  with Citicorp that is a financing  vehicle of Citicorp (a "financing
entity") in  connection  with the  issuance by such  financing  entity of equity
securities or other securities  guaranteed by Citicorp pursuant to an instrument
that ranks pari  passu  with,  or junior  to,  the  Guarantee,  (y)  obligations
incurred or assumed by Citicorp in the ordinary course of business in connection
with the obtaining of materials or services,  and all obligations of Citicorp in
respect of any  guarantees  of such  obligations  of  subsidiaries  of  Citicorp
(provided that  obligations  described in this clause (y) ("Trade Credit") shall
not include traveler's checks or other unsubordinated financial instruments) and
(z) any other obligations as to which, in the instrument  creating or evidencing
the same or pursuant to which the same is outstanding,  it is provided that such
obligation is not Senior  Indebtedness.  Such Senior Indebtedness shall continue
to be Senior  Indebtedness and be entitled to the benefits of the  subordination
provisions irrespective of any amendment,  modification or waiver of any term of
such Senior  Indebtedness.  The Indenture does not limit the aggregate amount of
Senior Indebtedness that may be issued by Citicorp.

Interest

      The  Subordinated  Debt Securities will bear interest at the rate of % per
annum from the original date of issuance, payable semiannually in arrears on and
of each year  (each an  "Interest  Payment  Date"),  commencing  , 1997,  to the
persons in whose name such Subordinated Debt Securities are registered,  subject
to  certain  exceptions,  at the  close of  business  on the  Business  Day next
preceding  such  Interest  Payment  Date.  In the  event the  Subordinated  Debt
Securities shall not continue to remain in book-entry only form,  Citicorp shall
have the right to select record dates, which shall be more than one Business Day
prior to the Interest Payment Date.

      The amount of  interest  payable  for any period  will be  computed on the
basis of a 360-day year of twelve 30- day months. The amount of interest payable
for any period  shorter  than a full  semiannual  period for which  interest  is
computed, will be computed on the basis of the actual number of days elapsed per
30-day  month.  In the event that any date on which  interest  is payable on the
Subordinated Debt Securities is not a Business Day, then payment of the interest
payable on such date will be made on the next  succeeding day that is a Business
Day (and  without any  interest or other  payment in respect of any such delay),
except that, if such Business Day is in the next succeeding  calendar year, then
such payment shall be made on the  immediately  preceding  Business Day, in each
case with the same force and effect as if made on such date.


                                      S-25

<PAGE>

Option to Extend Interest Payment Period

      So long as no Event of Default shall have occurred and be continuing under
the Indenture, Citicorp shall have the right at any time, and from time to time,
during  the  term of the  Subordinated  Debt  Securities  to defer  payments  of
interest by extending the interest  payment period for a period not exceeding 10
consecutive  semiannual  interest periods from the last interest payment date to
which interest was paid in full, at the end of which Extension Period,  Citicorp
shall pay all  interest  then  accrued  and  unpaid  (including  any  Additional
Interest,   as  herein  defined)  together  with  interest  thereon   compounded
semiannually at the rate specified for the  Subordinated  Debt Securities to the
extent permitted by applicable law ("Compound  Interest");  provided that during
any such Extension  Period,  (a) Citicorp shall not declare or pay dividends on,
make any distribution with respect to, or redeem, purchase, acquire for value or
make a liquidation  payment with respect to any of its capital stock (other than
(i) purchases or  acquisitions  of shares of Citicorp common stock in connection
with the satisfac tion by Citicorp of its obligations under any employee benefit
plans or any other contractual obligations of Citicorp (other than a contractual
obligation  ranking  pari  passu  with or  junior  in  right of  payment  to the
Subordinated Debt Securities)  entered into prior to the date of issuance of the
Subordinated Debt Securities, (ii) as a result of a reclassification of Citicorp
capital stock or the exchange or conversion of one class or series of Citicorp's
capital stock for another class or series of Citicorp capital stock or (iii) the
purchase of fractional  interests in shares of Citicorp's capital stock pursuant
to the conversion or exchange  provisions of such Citicorp  capital stock or the
security  being  converted or  exchanged)  and (b)  Citicorp  shall not make any
payment of interest,  principal or premium,  if any, on or repay,  repurchase or
redeem  any debt  securities  issued by  Citicorp  that rank pari  passu with or
junior in right of payment to the  Subordinated  Debt  Securities.  Prior to the
termination of any such Extension Period, Citicorp may further defer payments of
interest by extending the interest payment period; provided, however, that, such
Extension Period,  including all such previous and further  extensions,  may not
exceed 10 consecutive  semiannual interest periods or extend beyond the maturity
of the  Subordinated  Debt  Securities.  Upon the  termination  of any Extension
Period and the  payment of all amounts  then due,  Citicorp  may  commence a new
Extension  Period,  subject to the terms set forth in this section.  No interest
shall be due and payable during an Extension Period,  except at the end thereof.
Citicorp has no present  intention of exercising  its right to defer payments of
interest by  extending  the interest  payment  period on the  Subordinated  Debt
Securities.  If the Institutional Trustee is the sole holder of the Subordinated
Debt Securities,  Citicorp shall give the Regular Trustees and the Institutional
Trustee notice of its selection of such Extension  Period one Business Day prior
to the earlier of (i) the date  distributions  on the Preferred  Securities  are
payable or (ii) the date the Regular Trustees are required to give notice to any
applicable   self-regulatory   organization  or  to  holders  of  the  Preferred
Securities  of the record date or the date such  distribution  is  payable.  The
Regular  Trustees  shall give notice of Citicorp's  selection of such  Extension
Period to the holders of the Preferred Securities.  If the Institutional Trustee
is not the sole holder of the Subordinated Debt Securities,  Citicorp shall give
the holders of the Subordinated  Debt Securities notice of its selection of such
Extension  Period 10  Business  Days prior to the  earlier  of (i) the  Interest
Payment Date or (ii) the date upon which  Citicorp is required to give notice to
any applicable  self-regulatory  organization or to holders of the  Subordinated
Debt Securities of the record or payment date of such related interest payment.

Additional Interest

      If at any time the Trust or the Institutional Trustee shall be required to
pay any taxes,  duties,  assessments or governmental  charges of whatever nature
(other than withholding  taxes) imposed by the United States or any other taxing
authority,  then, in any such case,  Citicorp  will pay as  additional  interest
("Additional Interest") such additional amounts as shall be required so that the
net amounts  received  and  retained by the Trust or the  Institutional  Trustee
after paying any such taxes,  duties,  assessments or other governmental charges
will be not less than the  amounts  the Trust  would have  received  had no such
taxes, duties, assessments or other governmental charges been imposed.

Optional Redemption


                                      S-26

<PAGE>



      Citicorp will have the right to redeem the  Subordinated  Debt Securities,
in whole or in part,  from  time to time,  on or after  ,2007,  and  earlier  in
certain circumstances upon the occurrence of a Tax Event or a Regulatory Capital
Event as described under  "Description of the Preferred  Securities -- Tax Event
Redemption  or  Distribution"  and  "--Regulatory  Capital  Event  Redemption or
Distribution,"  upon  not  less  than 30 nor more  than 60  days'  notice,  at a
redemption price equal to the applicable Redemption Percentage (as defined under
"Descripton of the Preferred  Securities -- Redemption") of the principal amount
to be redeemed plus accrued and unpaid interest,  including Additional Interest,
if any, to the redemption date;  provided,  however,  that the Subordinated Debt
Securities  may not be redeemed in part  unless all unpaid  interest,  including
Additional Interest,  accrued through the most recent semiannual interest period
ending on or prior to the date fixed for redemption shall have been paid. Before
effecting  any  optional  redemption,  Citicorp  will  obtain any  approvals  of
regulatory authorities then required by applicable law.

Indenture Events of Default

      See  "Description  of Subordinated  Debt  Securities  --Events of Default,
Waiver and Notice" in the accompany ing  Prospectus  for a description of Events
of Default under the  Indenture.  An Event of Default  under the Indenture  also
constitutes a Declaration Event of Default.  The holders of Preferred Securities
in certain  circumstances have the right to direct the Institutional  Trustee to
exercise  its  rights as the holder of the  Subordinated  Debt  Securities.  See
"Description of the Preferred  Securities -- Declaration  Events of Default" and
"-- Voting Rights."  Notwithstanding the foregoing, if an Event of Default under
the Indenture has occurred and is continuing and such event is  attributable  to
the failure of Citicorp to pay interest or principal  on the  Subordinated  Debt
Securities on the date such interest or principal is otherwise payable, Citicorp
acknowledges  that a holder of Preferred  Securities may then institute a Direct
Action  for  payment  on or  after  the  respective  due date  specified  in the
Subordinated Debt Securities.  Notwithstanding  any payments made to such holder
of Preferred Securities by Citicorp in connection with a Direct Action, Citicorp
shall remain  obligated to pay the principal of or interest on the  Subordinated
Debt Securities held by the Trust or the Institutional Trustee of the Trust, and
Citicorp  shall be  subrogated  to the  rights of the  holder of such  Preferred
Securities with respect to payments on the Preferred Securities to the extent of
any  payments  made by the  Company  to such  holder in any Direct  Action.  The
holders of Preferred  Securities will not be able to exercise directly any other
remedy available to the holders of the Subordinated Debt Securities.

Book-Entry and Settlement

      If distributed to holders of Preferred  Securities in connection  with the
involuntary or voluntary dissolution,  winding-up or liquidation of the Trust as
a result of the  occurrence of a Tax Event or a Regulatory  Capital  Event,  the
Subordinated  Debt  Securities  will be issued in the form of one or more global
certificates (each a "Global Security") registered in the name of the Depositary
or  its  nominee.  Except  under  the  limited  circumstances  described  below,
Subordinated  Debt  Securities  represented  by the Global  Security will not be
exchangeable  for,  and will not  otherwise be issuable  as,  Subordinated  Debt
Securities in definitive form. The Global Securities  described above may not be
transferred  except by the  Depositary  to a nominee of the  Depositary  or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary
or to a successor depositary or its nominee.

      Except as provided below, owners of beneficial  interests in such a Global
Security will not be entitled to receive physical  delivery of Subordinated Debt
Securities in definitive form and will not be considered the holders (as defined
in the  Indenture)  thereof for any purpose under the  Indenture,  and no Global
Security representing Subordinated Debt Securities shall be exchangeable, except
for another Global Security of like  denomination  and tenor to be registered in
the name of the  Depositary  or its nominee or to a successor  depositary or its
nominee.  Accordingly,  each Beneficial Owner must rely on the procedures of the
Depositary or if such person is not a


                                      S-27

<PAGE>


Participant, on the procedures of the Participant through which such person owns
its interest to exercise any rights of a holder under the Indenture.

The Depositary

      If  Subordinated  Debt  Securities are distributed to holders of Preferred
Securities in liquidation of such holders'  interests in the Trust, DTC will act
as securities depositary for the Subordinated Debt Securities. For a description
of DTC and the specific terms of the depositary  arrangements,  see "Description
of the Preferred  Securities -- Book-Entry Only Issuance -- The Depository Trust
Company." As of the date of this Prospectus Supplement,  the description therein
of DTC's  book-entry  system and DTC's  practices  as they relate to  purchases,
transfers,  notices and payments with respect to the Preferred  Securities apply
in all  material  respects to any debt  obligations  represented  by one or more
Global  Securities held by Citicorp.  Citicorp may appoint a successor to DTC or
any successor depositary in the event DTC or such successor depositary is unable
or unwilling to continue as a depositary for the Global Securities.

      None of Citicorp,  the Trust, the Institutional  Trustee, any paying agent
and  any  other  agent  of   Citicorp,   or  the  Debt  Trustee  will  have  any
responsibility  or  liability  for any  aspect  of the  records  relating  to or
payments made on account of beneficial  ownership interests in a Global Security
for  such  Subordinated  Debt  Securities  or for  maintaining,  supervising  or
reviewing any records relating to such beneficial ownership interests.

Discontinuance of the Depositary's Services

      A Global Security shall be exchangeable for  Subordinated  Debt Securities
registered in the names of persons other than the Depositary or its nominee only
if (i) the  Depositary  notifies  Citicorp  that it is  unwilling  or  unable to
continue as a depositary  for such Global  Security and no successor  depositary
shall have been  appointed,  (ii) the  Depositary,  at any time,  ceases to be a
clearing agency  registered  under the Exchange Act at which time the Depositary
is required  to be so  registered  to act as such  depositary  and no  successor
depositary  shall have been appointed,  (iii) Citicorp,  in its sole discretion,
determines  that such Global  Security  shall be so  exchangeable  or (iv) there
shall have occurred an Event of Default with respect to such  Subordinated  Debt
Securities.  Any Global Security that is exchangeable  pursuant to the preceding
sentence shall be exchangeable  for Subordinated  Debt Securities  registered in
such names as the Depositary shall direct. It is expected that such instructions
will be based upon directions  received by the Depositary from its  Participants
with respect to ownership of beneficial interests in such Global Security.

Governing Law

      The Indenture and the  Subordinated  Debt  Securities will be governed by,
and construed in accordance with, the laws of the State of New York.

Miscellaneous

      The  Indenture  will provide that  Citicorp will pay all fees and expenses
related  to (i) the  offering  of the  Subordinated  Debt  Securities,  (ii) the
organization,  maintenance and dissolution of the Trust,  (iii) the retention of
the Trustees and (iv) the enforcement by the Institutional Trustee of the rights
of the holders of the Preferred Securities.

   Citicorp  will have the right at all  times to assign  any of its  respective
rights or obligations  under the Indenture to a direct or indirect  wholly-owned
subsidiary  of Citicorp;  provided  that,  in the event of any such  assignment,
Citicorp will remain liable for all of their respective obligations.  Subject to
the foregoing, the Indenture will be


                                      S-28

<PAGE>



binding  upon  and  inure  to the  benefit  of the  parties  thereto  and  their
respective  successors  and  assigns.  The  Indenture  provides  that it may not
otherwise be assigned by the parties thereto.

                      UNITED STATES FEDERAL INCOME TAXATION

General

      In the opinion of E. Noel Harwerth,  Esq.,  Chief Tax Officer of Citibank,
N.A.,  the following  discussion  describes the material  United States  federal
income tax consequences applicable to holders of the Preferred Securities.  This
discussion  deals  only with  Preferred  Securities  held as  capital  assets by
initial  holders  and does not deal with  special  classes of  holders,  such as
dealers in  securities  or  currencies,  life  insurance  companies,  tax-exempt
organizations,  persons  holding the  Preferred  Securities as a hedge or hedged
against  currency  risks or as part of a straddle or conversion  transaction  or
persons whose  functional  currency is not the U.S.  dollar.  This discussion is
based on the Internal  Revenue Code of 1986, as amended (the  "Code"),  Treasury
regulations  thereunder,  published rulings and court decisions, as currently in
effect, all of which are subject to change, possibly with retroactive effect.

      Persons  considering the purchase of Preferred  Securities  should consult
their own tax advisors  concerning the  application of the United States federal
income tax laws to their  particular  situations,  as well as the application of
state or local laws or the laws of any other taxing jurisdiction.

United States Holders

      As used  herein,  "United  States  Holder"  means a  beneficial  holder of
Preferred  Securities  who or which is (i) a citizen or  resident  of the United
States,  (ii) a  corporation  created or organized  under the laws of the United
States  or  any  political   subdivision  thereof  (including  the  District  of
Columbia),  or (iii) a person otherwise  subject to United States federal income
taxation on a net income basis in respect of Preferred Securities.

Classification of the Subordinated Debt Securities

      Assuming  full  compliance  with  the  terms  of  the  Indenture  and  the
Declaration,  the  Subordinated  Debt  Securities  will be classified for United
States federal income tax purposes as indebtedness of Citicorp.

Classification of the Trust

      Assuming  full  compliance  with  the  terms  of  the  Indenture  and  the
Declaration,  the Trust will be classified  for United States federal income tax
purposes as a grantor trust and not as an association  taxable as a corporation.
Accordingly,  for United  States  federal  income tax  purposes,  each holder of
Preferred  Securities  generally  will be  considered  the owner of an undivided
interest in the Subordinated  Debt Securities,  and each holder will be required
to include in its gross income interest and original issue discount ("OID"),  if
any,  accrued  with  respect to its  allocable  share of the  Subordinated  Debt
Securities.

Interest and Original Issue Discount

      United States Holders (including cash basis United States Holders) of debt
instruments  issued  with OID must  generally  include  such OID in income as it
accrues  on a  constant  yield  basis,  generally  before  the  receipt  of cash
attributable  to such income.  A debt  instrument  will  generally be treated as
issued with OID if the excess of the  instrument's  "stated  redemption price at
maturity" over its issue price is more than a specified de minimis  amount.  The
stated  redemption  price  at  maturity  of an  instrument  is the  total of all
payments  provided by the instrument that are not payments of "qualified  stated
interest." A qualified stated interest payment is generally any one of


                                      S-29

<PAGE>



a series of stated interest  payments on an instrument that are  unconditionally
payable at least annually at a single fixed rate. In determining  whether a debt
instrument  has been  issued  with OID,  remote  contingencies  as to the timely
payment of stated  interest are ignored.  In the case of the  Subordinated  Debt
Securities,  Citicorp has concluded  that the  likelihood of its  exercising its
option to defer  payment of  interest  is remote  because  the  exercise of such
option  would  prevent  Citicorp  from  declaring  dividends on any class of its
stock.  Accordingly,  Citicorp intends to treat the Subordinated Debt Securities
as having been issued without OID and,  therefore,  United States Holders of the
Preferred  Securities will accrue interest income under their particular methods
of  accounting  (e.g.,  cash or accrual)  rather than accruing OID on a constant
yield basis.

      If,  however,  Citicorp  were to exercise  its right to defer  payments of
interest, under existing Treasury regulations,  the Subordinated Debt Securities
will become OID  instruments,  and all United  States  Holders of the  Preferred
Securities  will  thereafter be required to accrue  interest on a constant yield
basis during any Extension Period even though Citicorp will not pay the interest
in cash until the end of the Extension  Period,  and even though a United States
Holder may be on the cash method of accounting. Furthermore, if the Subordinated
Debt Securities become OID instruments  because Citicorp has exercised its right
to defer payment of interest,  they will be taxed as OID instruments for as long
as they remain  outstanding,  even after the expiration of the Extension  Period
and the payment of all accrued and compounded interest.

      The  above   conclusions  are  based  on   recently-promulgated   Treasury
regulations, which have not been interpreted by any court decisions or addressed
in any rulings or other  pronouncements of the Internal Revenue Service ("IRS"),
and  its is  possible  that  the  IRS  could  take a  position  contrary  to the
conclusions herein.

      Corporate  holders of the Preferred  Securities  will not be entitled to a
dividends-received  deduction with respect to any income recognized with respect
to the Preferred Securities.

Market Discount and Bond Premium

      Under certain circumstances, United States Holders of Preferred Securities
other than initial  holders may be considered to have acquired  their  undivided
interests  in  the   Subordinated   Debt  Securities  with  market  discount  or
acquisition premium as such phrases are defined for United States federal income
tax  purposes.  Such holders are advised to consult their tax advisors as to the
income tax  consequences  of the  acquisition,  ownership and disposition of the
Preferred Securities.

Receipt of Subordinated Debt Securities or Cash Upon Liquidation of the Trust

      As described under  "Description of the Preferred  Securities  --Tax Event
Redemption or  Distribution"  and "--  Regulatory  Capital  Event  Redemption or
Distribution," Citicorp has the right to distribute Subordinated Debt Securities
to holders in exchange for the Preferred  Securities  and in  liquidation of the
Trust. Under current law, such a distribution,  for United States federal income
tax purposes,  would be treated as a non-taxable event to each holder,  and each
holder would receive an aggregate tax basis in the Subordinated  Debt Securities
equal to such  holder's  aggregate  tax  basis in its  Preferred  Securities.  A
holder's  holding  period in the  Subordinated  Debt  Securities  so received in
liquidation  of the Trust would  include the period  during which the  Preferred
Securities  were held by such holder.  If,  however,  the Trust is treated as an
association  taxable  as a  corporation  at the  time  of its  liquidation,  the
distribution of  Subordinated  Debt Securities in liquidation of the Trust would
likely constitute a taxable event to the holders of the Preferred Securities.

      Upon the  occurrence  of a Tax Event or a Regulatory  Capital  Event,  the
Subordinated  Debt  Securities may be redeemed for cash and the proceeds of such
redemption  distributed to holders in redemption of their Preferred  Securities.
Under current law, such a redemption would, for United States federal income tax
purposes, constitute a taxable disposition of the redeemed Preferred Securities,
and a United States Holder would recognize gain or


                                      S-30

<PAGE>


loss as if it sold such  redeemed  Preferred  Securities  for cash.  See "United
States Federal Income Taxation -- Sales of Preferred Securities."

Sales of Preferred Securities

      A United States Holder that sells Preferred Securities will recognize gain
or loss equal to the difference  between its adjusted tax basis in the Preferred
Securities  and the amount  realized on the sale of such  Preferred  Securities.
Assuming Citicorp does not defer interest on the Subordinated Debt Securities by
extending  the interest  payment  period,  a holder's  adjusted tax basis in the
Preferred Securities generally will be its initial purchase price. Except to the
extent attributable to accrued but unpaid interest (which is taxable as ordinary
income ) and subject to the market discount rules described above,  such gain or
loss  generally  will be capital  gain or loss and  generally  will be long-term
capital gain or loss if the  Preferred  Securities  have been held for more than
one year.

      The  Preferred  Securities  may trade at a price that does not  accurately
reflect the value of accrued but unpaid  interest with respect to the underlying
Subordinated Debt Securities.  If Citicorp exercises its right to defer payments
of interest,  a United States  Holder who disposes of his  Preferred  Securities
between record dates for payments of  distributions  thereon will be required to
include accrued but unpaid interest on the Subordinated Debt Securities  through
the date of disposition in income as ordinary income,  and to add such amount to
his adjusted tax basis in his pro rata share of the underlying Subordinated Debt
Securities  deemed disposed of. To the extent the selling price is less than the
United States  Holder's  adjusted tax basis (which will include,  in the form of
OID, all accrued but unpaid interest) such holder will recognize a capital loss.
Subject to  certain  limited  exceptions,  capital  losses  cannot be applied to
offset  ordinary  income for United States federal income tax purposes.  Accrual
basis United States Holders will be subject to similar  treatment without regard
to Citicorp's election to defer.

United States Alien Holders

      Under  present  United  States  federal  income tax law and subject to the
discussion of backup withholding below:

      (a) payment of principal and interest  (including any OID) by the Trust or
any of its paying  agents to any United  States Alien Holder (as defined  below)
will not be subject to United States federal  withholding tax,  provided that in
the  case  of  interest  or OID,  (1)  the  beneficial  owner  of the  Preferred
Securities  does not  actually  or  constructively  own 10% or more of the total
combined voting power of all classes of stock of Citicorp  entitled to vote, (2)
the  beneficial  owner of the Preferred  Securities is not a controlled  foreign
corporation that is related to Citicorp through stock ownership,  and (3) either
(i) the beneficial  owner of the Preferred  Securities  certifies to Citicorp or
its agent, under penalties of perjury, that he is not a United States person (as
defined below) and provides his name and address,  or (ii) a securities clearing
organization,   bank  or  other  financial  institution  that  holds  customers'
securities  in the  ordinary  course  of its  trade or  business  (a  "financial
institution")  and holds the Preferred  Securities  on behalf of the  beneficial
owner  certifies to Citicorp or its paying agent under penalties of perjury that
such  statement  has  been  received  from  the  beneficial  owner by it or by a
financial  institution  between it and the  beneficial  owner and  furnishes the
payor a copy thereof;

      (b) a United  States  Alien  Holder  will not be subject to United  States
federal  withholding tax on gain realized on the sale or other  disposition of a
Preferred Securities.

      As used herein,  a "United States Alien Holder" is any holder of Preferred
Securities who is a United States Alien (as defined  below).  As used herein,  a
"United States Alien" means any person who, for United States federal income tax
purposes,  is  a  foreign  corporation,   a  non-resident  alien  individual,  a
non-resident  alien  fiduciary  of a  foreign  estate  or  trust,  or a  foreign
partnership  to the extent that one or more of the members is, for United States
federal  income  tax  purposes,  a foreign  corporation,  a  non-resident  alien
individual or a non-resident  alien  fiduciary of a foreign estate or trust,  in
each case not subject to United States  federal income tax on a net income basis
in respect of Preferred  Securities.  "United  States person" means a citizen or
resident  of the United  States,  a  corporation,  partnership  or other  entity
created or organized  in or under the laws of the United  States or an estate or
trust the income of which is subject to United States  federal  income  taxation
regardless of its source.

Backup Withholding and Information Reporting

      Payments of principal (including OID, if any) and any premium and interest
made  within  the  United  States by the Trust or any of its  paying  agents are
generally subject to information  reporting and possibly to "backup withholding"
at a rate of 31%.  Information  reporting and backup withholding do not apply to
payments made on Preferred  Securities if the certification  described in clause
(a)(3) under "United States Alien Holders" is received,  provided, in each case,
that the payor does not have actual knowledge that the holder is a United States
person.

      Payment  of the  proceeds  from the  sale of  Preferred  Securities  to or
through  a  foreign  office  of a broker  will  not be  subject  to  information
reporting or backup  withholding,  except that if the broker is a United  States
person,  a controlled  foreign  corporation  for United States tax purposes or a
foreign person 50% or more of whose gross income is  effectively  connected with
the  conduct of a trade or  business  within the United  States for a  specified
three-year period, information reporting will apply to such payments unless such
broker has  documentary  evidence in its files of the owner's foreign status and
has no actual knowledge to the contrary,  or the owner otherwise  establishes an
exemption.  Payment of the proceeds  from a sale of Preferred  Securities  to or
through the United States office of a broker is subject to information reporting
and backup withholding unless the holder or beneficial owner certifies as to its
non-United States status or otherwise  establishes an exemption from information
reporting and backup withholding.

      Backup withholding will generally not apply to United States Holders other
than  certain  noncorporate  Holders  who fail to  supply an  accurate  taxpayer
identification  number or who fail to report all interest  and  dividend  income
required to be shown on their federal income tax returns.

Proposed Tax Legislation

      On March 19, 1996,  President Clinton proposed  legislation (the "Proposed
Legislation")  which, among other things, would generally deny corporate issuers
a deduction  for  interest in respect of certain debt  obligations  issued on or
after December 7, 1995, if such debt  obligations  have a maximum term in excess
of 20  years  and are not  shown  as  indebtedness  on the  issuer's  applicable
consolidated  balance sheet. In addition,  the Proposed  Legislation  would deny
issuers an interest  deduction on any debt  instruments  with a weighted average
maturity of greater than 40 years. On March 29, 1996,  Senate Finance  Committee
Chairman  William V. Roth, Jr. and House Ways and Means Committee  Chairman Bill
Archer issued a joint statement (the "Joint Statement")  indicating their intent
that certain  legislative  proposals  initiated  by the Clinton  administration,
including  the  Proposed  Legislation,  that may be  adopted  by  either  of the
tax-writing  committees  of  Congress  would have an  effective  date that is no
earlier  than the  date of  "appropriate  Congressional  action."  In  addition,
subsequent to the  publication  of the Joint  Statement,  Senator Daniel Patrick
Moynihan and  Representative  Sam M. Gibbons and Charles B. Rangel wrote letters
to Treasury  Department  officials  concurring  with the views  expressed in the
Joint Statement (the "Democrat Letters"). Based upon the Joint Statement and the
Democrat  Letters,  it is expected that if the Proposed  Legislation  were to be
enacted,  such legislation  would not apply to the Subordinated Debt Securities.
There can be no assurances,  however, that the effective date guidance contained
in the Joint  Statement  and  Democrat  Letters  will be  incorporated  into the
Proposed  Legislation,  if enacted,  or that other legislation enacted after the
date hereof will not  otherwise  adversely  affect the ability of the Company to
deduct the interest payable


                                      S-31

<PAGE>



on the Subordinated Debt Securities. Accordingly, there can be no assurance that
a Tax Event will not occur. See "Description of the Preferred  Securities -- Tax
Event Redemption or Distribution."

                                  UNDERWRITING

      Subject to the terms and conditions set forth in an underwriting agreement
(the  "Underwriting  Agreement"),  the Trust  has  agreed to sell to each of the
Underwriters  named below, and each of the  Underwriters,  for whom is acting as
representative  (the  "Representative"),  has  severally  agreed to purchase the
number  of  Preferred  Securities  set forth  opposite  its name  below.  In the
Underwriting  Agreement,  the several  Underwriters have agreed,  subject to the
terms and conditions set forth therein, to purchase all the Preferred Securities
offered hereby if any of the Preferred Securities are purchased. In the event of
default by an Underwriter,  the Underwriting Agreement provides that, in certain
circumstances,  the purchase commitments of the non-defaulting  Underwriters may
be increased or the Underwriting Agreement may be terminated.

            Underwriters                    Number of Preferred Securities
            ------------                    ------------------------------




  Total

      The  Underwriters  propose  to offer the  Preferred  Securities,  in part,
directly to the public at the  initial  public  offering  price set forth on the
cover page of this Prospectus  Supplement,  and, in part, to certain  securities
dealers  at such  price  less a  concession  of $ per  Preferred  Security.  The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of $ per Preferred Security to certain brokers and dealers.  After the Preferred
Securities  are  released for sale to the public,  the offering  price and other
selling terms may from time to time be varied by the Representative.

      In view  of the  fact  that  the  proceeds  of the  sale of the  Preferred
Securities will ultimately be used to purchase the Subordinated  Debt Securities
of Citicorp,  the  Underwriting  Agreement  provides  that  Citicorp will pay as
compensation  ("Underwriters'  Compensation") to the Underwriters  arranging the
investment therein of such proceeds, an amount in immediately available funds of
$ per Preferred Security (or $ in the aggregate) for the accounts of the several
Underwriters.

      During a period  of 30 days from the date of the  Underwriting  Agreement,
neither the Trust nor Citicorp  will,  without the prior written  consent of the
Representative,  directly or indirectly,  sell,  offer to sell, grant any option
for sale of, or otherwise  dispose of, any  Preferred  Securities,  any security
convertible into or exchangeable into or exercisable for Preferred Securities or
Subordinated Debt Securities or any debt securities substantially similar to the
Subordinated Debt Securities or equity securities  substantially  similar to the
Preferred  Securities  (except  for the  Subordinated  Debt  Securities  and the
Preferred Securities offered hereby).

      Prior to this  offering  there has been no public market for the Preferred
Securities.  The  Representative has advised the Trust that it intends to make a
market in the Preferred  Securities  prior to the commencement of trading on the
New York Stock Exchange.  The  Representative  will have no obligation to make a
market  in the  Preferred  Securities,  however,  and may  cease  market  making
activities, if commenced, at any time.

      The Trust and Citicorp have agreed to indemnify the Underwriters  against,
or  contribute  to  payments  that the  Underwriters  may be required to make in
respect of, certain liabilities,  including liabilities under the Securities Act
of 1933, as amended.


                                      S-32

<PAGE>

      This Prospectus Supplement and related Prospectus may be used by direct or
indirect subsidiaries of Citicorp in connection with offers and sales related to
secondary market  transactions.  Such subsidiaries may act as principal or agent
in such  transactions.  Such sales may be made at prices  related to  prevailing
market prices at the time of sale.

      The  participation  of an affiliate or subsidiary of Citicorp in the offer
and sale of the Preferred  Securities will comply with the  requirements of Rule
2720 of the By-laws of the National Association of Securities Dealers, Inc. (the
"NASD")  regarding  underwriting  securities  of the  affiliate.  No NASD member
participating  in offers and sales will execute a  transaction  in the Preferred
Securities  in a  discretionary  account  without  the  prior  written  specific
approval of the member's customer.

      Certain of the Underwriters engage in transactions with, and, from time to
time, have performed services for, Citicorp and its subsidiaries in the ordinary
course of business.

                             VALIDITY OF SECURITIES

      Certain  matters of Delaware law relating to the validity of the Preferred
Securities will be passed upon on behalf of the Trust by Morris,  Nichols, Arsht
& Tunnell,  Wilmington,  Delaware,  special  Delaware  counsel to the Trust. The
validity of the  Subordinated  Debt  Securities  and the  Guarantee  and certain
matters  relating  thereto will be passed upon for Citicorp by Stephen E. Dietz,
Associate  General Counsel of Citibank,  N.A. Mr. Dietz owns or has the right to
acquire a number of shares of Common Stock of Citicorp  equal to less than 0.01%
of the  outstanding  Common Stock of  Citicorp.  Certain  legal  matters will be
passed upon for the Underwriters by Sullivan & Cromwell, New York, New York.


                                      S-33

<PAGE>

                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

      The estimated expenses in connection with the issuance and distribution of
the securities being registered, other than underwriting compensation, are:

          Filing Fee for Registration Statement............ $227,272
          Legal Fees and Expenses..........................   25,000
          Accounting Fees and Expenses.....................   25,000
          Blue Sky Fees and Expenses.......................   10,000
          Printing and Engraving Fees......................   75,000
          Miscellaneous....................................   37,728
                                                            --------
                    Total.................................. $400,000
                                                            ========

Item 15.  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  forth  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


                                      II-1
<PAGE>

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
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  Citicorp
provides,  in effect, that, to the extent and under the circumstances  permitted
by  subsections  (a) and (b) of Section 145,  Citicorp (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  subsections  (a) and (b) by reason of the fact
that he is or was a director or officer of Citicorp 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 Citicorp  and is or was
serving at the request of Citicorp as a director,  officer, employee or agent of
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  Citicorp  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 Citicorp.  In addition,
as  permitted  by Section  145 of the  General  Corporation  Law of the State of
Delaware,   Citicorp  maintains   liability  insurance  covering  directors  and
principal officers, including the Regular Trustees of the Trusts.

      Article IV of the  Declaration of Trust of each Trust limits the liability
to the Trust and certain other persons,  and provides for the indemnification by
the Trust or Citicorp, of Trustees, their officers,  directors and employees and
certain other persons.

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)(i) -- Form of Amended and Restated  Declaration  of Trust to be used in
               connection with the issuance of Preferred  Securities by Citicorp
               Capital I. (1)

   4(c)(ii) -- Form of Amended and Restated  Declaration  of Trust to be used in
               connection with the issuance of Preferred  Securities by Citicorp
               Capital II. (1)

  4(c)(iii) -- Form of Amended and Restated  Declaration  of Trust to be used in
               connection with the issuance of Preferred  Securities by Citicorp
               Capital III. (1)

  4(c)(iv)  -- Form of Amended and Restated  Declaration  of Trust to be used in
               connection with the issuance of Preferred  Securities by Citicorp
               Capital IV. (1)

      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)(i) -- Form of Preferred Security by Citicorp Capital I. (included
               as part of Exhibit 4(c)(i)).

   4(f)(ii) -- Form  of  Preferred   Security  by  Citicorp  Capital  II.
               (included as part of Exhibit 4(c)(ii)).

  4(f)(iii) -- Form  of  Preferred  Security  by  Citicorp  Capital  III.
               (included as part of Exhibit 4(c)(iii)).

   4(f)(iv) -- Form  of  Preferred   Security  by  Citicorp  Capital  IV.
               (included as part of Exhibit 4(c)(iv)).

      4(g)  -- Form of Subordinated  Debt Security  (included as part of Exhibit
               4(d)).

    4(h)(i) -- Form  of  Guarantee  with  respect  to  Preferred  Securities  by
               Citicorp Capital I. (1)

   4(h)(ii) -- Form  of  Guarantee  with  respect  to  Preferred  Securities  by
               Citicorp Capital II. (1)

  4(h)(iii) -- Form  of  Guarantee  with  respect  to  Preferred  Securities  by
               Citicorp Capital III. (1)

   4(h)(iv) -- Form  of  Guarantee  with  respect  to  Preferred  Securities  by
               Citicorp Capital IV. (1)


                                      II-2
<PAGE>

      5(a)  -- Opinion  and  consent of  Stephen  E.  Dietz,  Associate
               General Counsel of Citibank, N.A. (1)


      5(b)  -- Opinion  and  consent  of  Morris,   Nichols,  Arsht  &
               Tunnell.(1)

       8(a) -- Opinion and consent of E. Noel Harwerth,  Esq., Chief Tax Officer
               of Citibank, N.A. (1)

      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)).

      23(d) -- Consent of E. Noel  Harwerth,  Esq.  (included as part of Exhibit
               8(a)).

      24    -- Powers of Attorney. (6)

      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)

      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)   Filed herewith.
      (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)   Previously filed.


Item 17.  Undertakings.

      The undersigned registrants hereby undertake:

      (1) To file,  during any period in which offers or sales are being made, a
post-effective  amendment  to this  registration  statement:  (i) to include any
prospectus  required by Section  10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the  prospectus  any facts or events arising after the effective date
of the  registration  statement  (or the most  recent  post-effective  amendment
thereof) which, individually or in the aggregate,


                                      II-3
<PAGE>

represent a fundamental  change in the information set forth in the registration
statement  (notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table  in the  effective  registration  statement);  and  (iii) 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.

      Provided, however, that (1)(i) and (1)(ii) do not apply if the information
required  to be  included  in a  post-effective  amendment  by  those  items  is
contained in periodic reports filed by the registrant  pursuant to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference to this 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.

      (4) 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  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.

      (5) For purposes of determining  any liability under the Securities Act of
1933, the information  omitted from the form of prospectus filed as part of this
registration  statement  in reliance  upon Rule 430A and  contained in a form of
prospectus filed by the registrant  pursuant to Rule 424(b)(1) or (4) or 497 (h)
under  the  Securities  Act  shall  be  deemed  to be part of this  registration
statement as of the time it was declared effective.

      (6) For the purpose of determining  any liability under the Securities Act
of 1933, each post-effective  amendment that contains a form of prospectus 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.


                                      II-4
<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
December 16, 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

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

----------
a  Responsible for financial control, tax, accounting and reporting.


                                      II-5
<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-6
<PAGE>

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

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

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


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




                                      II-7