Exhibit 99(a)

                                                                 [CITICORP LOGO]
                                    [FORM OF]
                              LETTER OF TRANSMITTAL


             TO TENDER DEPOSITARY SHARES (THE "DEPOSITARY SHARES"),
                 EACH REPRESENTING A 1/10 INTEREST IN A SHARE OF
       _____% ___________________ PREFERRED STOCK (THE "PREFERRED STOCK")
                             (CUSIP 173034 ________)
                                   OF CITICORP

     PURSUANT TO THE OFFER BY CITICORP AND CITICORP CAPITAL __ (THE "OFFER")
        TO EXCHANGE THE ____% TRUST ORIGINATED PREFERRED SECURITIES (SM)
     OF CITICORP CAPITAL ___ ("CAPITAL SECURITIES") FOR UP TO _____________
                                DEPOSITARY SHARES

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          THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
           AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL __, 1997, UNLESS
                 THE OFFER IS EXTENDED (THE "EXPIRATION DATE").
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                      THE EXCHANGE AGENT FOR THE OFFER IS:
                                 CITIBANK, N.A.


                                             BY MAIL (REGISTERED OR CERTIFIED
            BY HAND:                                MAIL RECOMMENDED):
         Citibank, N.A.                               Citibank, N.A.
Corporate Agency & Trust Services          c/o Citicorp Data Distribution, Inc.
   111 Wall Street, 5th Floor                         P.O. Box 7069
    New York, New York 10043                    Paramus, New Jersey 07653


                              BY OVERNIGHT COURIER:
                                 Citibank, N.A.
                      c/o Citicorp Data Distribution, Inc.
                                 404 Sette Drive
                            Paramus, New Jersey 07652

                                  BY FACSIMILE:
                        (For Eligible Institutions Only)
                                 (201) 262-3240

             CONFIRM RECEIPT OF LETTER OF TRANSMITTAL BY TELEPHONE:
                                 (800) 422-2077

Georgeson & Company Inc. has been retained as the Information Agent to assist in
connection with the Offer. Requests for assistance regarding completion of this
Letter of Transmittal may be directed to the Information

________

(sm)  "Trust Originated Preferred Securities" and "TOPrS" are service marks of
      Merrill Lynch & Co.


<PAGE>

Agent as follows: Georgeson & Company Inc., Wall Street Plaza, New York, New
York 10005, (800) 223- 2064 (Toll-Free), Banks and Brokers (212) 440-9800
(Collect).

      DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

      THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

      Subject to the terms and conditions set forth in the Prospectus (as
defined below) and herein, Citicorp Capital __ (the "Trust") will accept for
exchange up to an aggregate of _____________ (the "Maximum Number") Depositary
Shares validly tendered and not withdrawn. If more than the Maximum Number of
Depositary Shares are validly tendered for exchange pursuant to the Offer and
not withdrawn prior to the Expiration Date, the Trust will accept such shares on
a pro rata basis, with adjustments to avoid delivery of fractional Capital
Securities.

      Concurrently with the Offer, certain other business trust subsidiaries
with Citicorp (together with the Trust, the "Trusts") are offering to exchange
their Trust Originated Preferred Securities(sm) for depositary shares
representing interests in other series of preferred stock of Citicorp. This
Letter of Transmittal relates only to the Offer by Citicorp Capital __.

      The Depositary Shares are evidenced by depositary receipts ("Depositary
Receipts") issued by Citibank, N.A., as depositary (the "Depositary"), against
deposit of all of the shares of Preferred Stock, pursuant to the Deposit
Agreement, dated as of ___________ (the "Deposit Agreement"), among Citicorp,
the Depositary and the holders from time to time of the Depositary Receipts.

      This Letter of Transmittal is to be completed by holders of Depositary
Shares, either if Depositary Receipts are to be forwarded herewith or, unless an
Agent's Message (as defined in the accompanying Prospectus of Citicorp and the
Trusts (as amended or supplemented (including documents incorporated by
reference) from time to time to the Expiration Date, the "Prospectus")) is
utilized, if tenders of Depositary Shares are to be made by book-entry transfer
into the account of Citibank, N.A., as Exchange Agent (the "Exchange Agent"), at
The Depository Trust Company ("DTC") pursuant to the procedures described under
"The Offers--Procedures for Tendering" in the Prospectus. Holders of Depositary
Shares who tender Depositary Shares by book-entry transfer are referred to
herein as "Book-Entry Shareholders."

      Any holder of Depositary Shares who submits this Letter of Transmittal and
tenders Depositary Shares in accordance with the instructions contained herein
prior to the Expiration Date will thereby have directed the Exchange Agent to
transfer such Depositary Shares to or for the account of the Trust in accordance
with the terms of the Deposit Agreement and directed the Trust to deliver its
Capital Securities in exchange for such holder's Depositary Shares and in
consideration of the deposit by Citicorp with the Trust as trust assets of its
____% Junior Subordinated Deferrable Interest Debentures due 2027, as set forth
in the Prospectus. Tenders of Depositary Shares pursuant to this Letter of
Transmittal are subject to withdrawal as described in the Prospectus under the
caption "The Offers--Withdrawal of Tenders."

________

(sm)  "Trust Originated Preferred Securities" and "TOPrS" are service marks of
      Merrill Lynch & Co.


                                       -2-
<PAGE>

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                 DESCRIPTION OF DEPOSITARY SHARES BEING TENDERED
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                                     DEPOSITARY RECEIPTS REPRESENTING DEPOSITARY
                               SHARES TENDERED (ATTACH ADDITIONAL SIGNED LIST IF
                                                  NECESSARY)
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                                                   TOTAL NUMBER OF
    NAME(S) AND ADDRESS(ES) OF                    DEPOSITARY SHARES    NUMBER OF
 REGISTERED HOLDER(S) (PLEASE FILL   DEPOSITARY     REPRESENTED BY    DEPOSITARY
IN EXACTLY AS NAME(S) APPEAR(S) ON     RECEIPT        DEPOSITARY        SHARES
          CERTIFICATE(S)              NUMBER(S)      RECEIPT(S)*      TENDERED**
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                                   _____________________________________________

                                   _____________________________________________

                                   _____________________________________________

                                   _____________________________________________

                                   _____________________________________________

                                   _____________________________________________

                                   _____________________________________________

                                   _____________________________________________

                                   _____________________________________________

                                   _____________________________________________

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                                   TOTAL SHARES
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*     Need not be completed by shareholders tendering by book-entry transfer.

**    Unless otherwise indicated, the holder will be deemed to have tendered the
      full number of Depositary Shares evidenced by the tendered Depositary
      Receipts. See Instruction 4.


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[_]   CHECK HERE IF TENDERED DEPOSITARY SHARES ARE BEING DELIVERED BY BOOK-ENTRY
      TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE
      FOLLOWING:

      Name of Tendering Institution_____________________________________________

      Account No._______________________________________________________________

      Transaction Code No.______________________________________________________

[_]   CHECK HERE IF TENDERED DEPOSITARY SHARES ARE BEING DELIVERED PURSUANT TO A
      NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
      COMPLETE THE FOLLOWING:

      Name(s) of Tendering Shareholder(s)_______________________________________

      Date of Execution of Notice of Guaranteed Delivery________________________

      Name of Institution which Guaranteed Delivery_____________________________

      IF DELIVERY IS BY BOOK-ENTRY TRANSFER AT DTC:

      Name of Tendering Institution_____________________________________________

      Account No._______________________________________________________________

      Transaction Code No.______________________________________________________

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                                       -3-
<PAGE>

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                                SOLICITED TENDERS
                              (SEE INSTRUCTION 11)

      Citicorp will pay to any Soliciting Dealer, as defined in Instruction 11,
a solicitation fee of $____ per Depositary Share ($____ per Depositary Share
with respect to solicitation of beneficial holders of 10,000 shares or more)
validly tendered and accepted for exchange pursuant to the Offer (as herein
defined).

The undersigned represents that the Soliciting Dealer which solicited and
obtained this tender is:

Name of Firm:___________________________________________________________________
                                 (Please print)

Name of Individual Broker or Financial Consultant:______________________________

Identification Number (if known):_______________________________________________

Address:________________________________________________________________________
                               (Include zip code)


      The acceptance of compensation by such Soliciting Dealer will constitute a
representation by it that: (i) it has complied with the applicable requirements
of the Securities Exchange Act of 1934 and the applicable rules and regulations
thereunder in connection with such solicitations; (ii) it is entitled to such
compensation for such solicitation under the terms and conditions of the Offer
(unless the undersigned is not being compensated for such solicitation); (iii)
in soliciting tenders of Depositary Shares, it has used no soliciting materials
other than those furnished by Citicorp and the Trust; and (iv) if it is a
foreign broker or dealer not eligible for membership in the National Association
of Securities Dealers, Inc. (the "NASD"), it has agreed to conform to the NASD's
Rules of Fair Practice in making solicitations outside the United States to the
same extent as though it were an NASD member.

      If tendered Depositary Shares are being delivered by book-entry transfer
made to an account maintained by the Exchange Agent with DTC, the Soliciting
Dealer must return a Notice of Solicited Tenders to the Exchange Agent to
receive a solicitation fee.

      SOLICITING DEALERS ARE NOT ENTITLED TO A FEE FOR DEPOSITARY SHARES
BENEFICIALLY OWNED BY SUCH SOLICITING DEALER.

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                                       -4-
<PAGE>

                     NOTE: SIGNATURES MUST BE PROVIDED BELOW
               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

      The undersigned hereby tenders to Citicorp Capital __, a Delaware
statutory business trust, the Depositary Shares, each representing a 1/10
interest in a share of ____% ____________ Preferred Stock, Series __, of
Citicorp, pursuant to the Offer by the Trust to exchange its ____% Trust
Originated Preferred Securities(sm) for up to the Maximum Number of Depositary
Shares, upon the terms and subject to the conditions set forth in the
Prospectus, receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which, together with the Prospectus, constitute the "Offer").

      Subject to and effective upon acceptance for exchange of the Depositary
Shares tendered herewith, the undersigned hereby exchanges, assigns and
transfers to or upon the order of the Trust all right, title and interest in and
to all the Depositary Shares that are being tendered hereby and irrevocably
constitutes and appoints the Exchange Agent the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Depositary Shares, with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) deliver Depositary Receipts
representing such Depositary Shares or transfer ownership of such Depositary
Shares on the account books maintained by DTC, together, in any such case, with
all accompanying evidences of transfer and authenticity, to the Exchange Agent
for the account of the Trust, (b) present such Depositary Receipts for transfer
on the books of the Depository and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of the Shares, all in accordance
with the terms of the Offer.

      The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Depositary
Shares tendered hereby and to acquire the Capital Securities issuable upon the
exchange of such tendered Depositary Shares and that, when the undersigned's
Depositary Shares are accepted for exchange, the Trust will acquire good and
unencumbered title to such tendered Depositary Shares, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Trust to be necessary or desirable to complete the
exchange, assignment and transfer of tendered Depositary Receipts or Depositary
Shares on the account books of DTC or transfer ownership thereof.

      All authority herein conferred or agreed to be conferred shall survive the
death, bankruptcy or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, legal representatives,
successors, assigns, executors and administrators of the undersigned. Except as
stated in the Offer, this tender is irrevocable.

      The undersigned understands that tenders of Depositary Shares pursuant to
any one of the procedures described in "The Offers--Procedures for Tendering" in
the Prospectus and in the instructions hereto will constitute agreements between
the undersigned, the Trust and Citicorp upon the terms and subject to the
conditions of the Offer.

      The undersigned understands that if more than the Maximum Number of
Depositary Shares are validly tendered and not withdrawn in accordance with the
Offer, Depositary Shares so tendered and not withdrawn will be accepted on a pro
rata basis as described in the Prospectus.

________

(sm)  "Trust Originated Preferred Securities" and "TOPrS" are service marks of
      Merrill Lynch & Co.


                                       -5-
<PAGE>

      The undersigned understands that, upon acceptance by the Trust of the
Depositary Shares tendered hereby, the undersigned will be deemed to have waived
all rights with respect to any dividends which accrue on the Preferred Stock
underlying the Depositary Shares on or after the Expiration Date.

      Unless otherwise indicted under "Special Exchange Instructions," please
cause Capital Securities to be issued, and return any Depositary Receipts
evidencing Depositary Shares not tendered or not accepted for exchange, in the
name(s) of the undersigned (and, in the case of Depositary Shares tendered by
book-entry transfer, by credit to the account at DTC). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail any
Depositary Receipts evidencing Depositary Shares not tendered or not accepted
for exchange (and accompanying documents, as appropriate) to the undersigned at
the address shown below the undersigned's signature(s). If both "Special
Exchange Instructions" and "Special Delivery Instructions" are completed, please
cause Capital Securities to be issued, and return any Depositary Receipts
evidencing Depositary Shares not tendered or not accepted for exchange, in the
name(s) of, and deliver them to, the person(s) so indicated (and in the case of
Depositary Shares tendered by book-entry transfer, by credit to the account at
DTC). The undersigned recognizes that the Trust has no obligation, pursuant to
the "Special Exchange Instructions," to transfer any Depositary Receipts from
the name of the registered holder(s) thereof if the Trust does not accept for
exchange any of the related Depositary Shares so tendered.

      THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF DEPOSITARY
SHARES BEING TENDERED," ABOVE, AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE
DEEMED TO HAVE TENDERED THE DEPOSITARY SHARES AS SET FORTH IN SUCH BOX ABOVE.


                                       -6-
<PAGE>

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         SPECIAL EXCHANGE INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7)

To be completed ONLY if certificates for Capital Securities, or Depositary
Receipts evidencing Depositary Shares not tendered or not accepted for exchange,
are to be issued to a person other than the person(s) signing this Letter of
Transmittal.

Issue

[_]   Certificates for Capital Securities and/or

[_]   Depositary Receipts evidencing Depositary Shares

to:

Name    _________________________________________________________________

Address _________________________________________________________________

        _________________________________________________________________

        _________________________________________________________________
                               (INCLUDE ZIP CODE)

Area Code and Telephone Number     ______________________________________


Tax Identification or Social Security Number ____________________________

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                          SPECIAL DELIVERY INSTRUCTIONS
                          (SEE INSTRUCTIONS 1, 5 AND 7)

To be completed ONLY if certificates for Capital Securities, or Depositary
Receipts evidencing Depositary Shares not tendered or not accepted for exchange,
are to be mailed to someone other than the person(s) signing this Letter of
Transmittal or to the person(s) signing this Letter of Transmittal an address
other than that shown above.

Mail

[_]   Certificates for Capital Securities

[_]   Depositary Receipts evidencing Depositary Shares

to:

Name    _________________________________________________________________

Address _________________________________________________________________

        _________________________________________________________________

        _________________________________________________________________
                               (INCLUDE ZIP CODE)

Area Code and Telephone Number     ______________________________________


Tax Identification or Social Security Number ____________________________

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                                       -7-
<PAGE>

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                    HOLDER(S) OF DEPOSITARY SHARES SIGN HERE
                   (PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)


      Must be signed by registered holder(s) exactly as name(s) appear(s) on
Depositary Receipts or on a security position listing or by person(s) authorized
to become registered holder(s) by certificates and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, please set forth full title and see Instruction 5.

X_______________________________________________________________________________

X_______________________________________________________________________________
                            SIGNATURE(S) OF OWNER(S)

Dated: _________________________, 1997

Name(s)_________________________________________________________________________
                                 (PLEASE PRINT)

Capacity (full title)

Address_________________________________________________________________________
                               (INCLUDE ZIP CODE)

Area Code and Telephone No._____________________________________________________


                            GUARANTEE OF SIGNATURE(S)
                           (SEE INSTRUCTIONS 1 AND 5)

Authorized Signature____________________________________________________________

Dated: _________________________, 1997

Name(s)_________________________________________________________________________
                                 (PLEASE PRINT)

Capacity (full title)___________________________________________________________

Name of Firm____________________________________________________________________

Address_________________________________________________________________________
                               (INCLUDE ZIP CODE)

Area Code and Telephone No._____________________________________________________


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                                       -8-
<PAGE>

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE DEPOSITARY
RECEIPTS OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY OR A TELEGRAM, TELEX OR FACSIMILE
THEREOF MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

                                  INSTRUCTIONS
              FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

      To complete the Letter of Transmittal, you must do the following:

      --    Fill in the box entitled "Description of Depositary Shares Being
            Tendered" and the two subsequent boxes, if applicable.

      --    Sign and date the Letter of Transmittal in the box entitled
            "Holder(s) of Depositary Shares Sign Here."

      --    Fill in and sign in the box entitled "Substitute Form W-9"

      In completing the Letter of Transmittal, you may (but are not required to)
also do the following:

      --    If you want certificates for Capital Securities, or Depositary
            Receipts evidencing Depositary Shares not tendered or not accepted
            for exchange, to be issued in the name of a third party, complete
            the box entitled "Special Exchange Instructions."

      --    If you want certificates for Capital Securities, or Depositary
            Receipts evidencing Depositary Shares not tendered or not accepted
            for exchange, to be mailed to a third party, or to be delivered to
            an address other than that appearing under your signature, complete
            the box entitled "Special Delivery Instructions."

      If you complete the box entitled "Special Exchange Instructions" or
"Special Delivery Instructions," you must have your signature guaranteed by an
Eligible Institution (as defined in Instruction 1 below) unless the Letter of
Transmittal is signed by an Eligible Institution.

1.    GUARANTEE OF SIGNATURES.

      No signature guarantee is required on this Letter of Transmittal if (i) if
      Depositary Receipts are registered in the name(s) of the undersigned and
      the Capital Securities to be issued in exchange therefor are to be issued
      (and any Depositary Receipts evidencing Depositary Shares not tendered or
      not accepted for exchange are to be returned) in the name of the
      registered holder(s) (which term, for the purposes described herein, shall
      include any participant in DTC whose name appears on a security listing as
      the owner of Depositary Shares) and (ii) such holder(s) have not completed
      the instruction entitled "Special Exchange Instructions" or "Special
      Delivery Instructions" on this Letter of Transmittal. If the Depositary
      Receipts are registered in the name(s) of someone other than the
      undersigned or if the Capital Securities to be issued in exchange therefor
      are to be issued (or Depositary Receipts evidencing Depositary Shares not
      tendered or not accepted for exchange are to be returned) in the name of
      any other person, Depositary Receipts must be endorsed or accompanied by
      written instruments of transfer in form satisfactory to the Trust and duly
      executed by the registered holder, and the signature on the endorsement or
      instrument of transfer must be guaranteed by a financial institution
      (including most banks, savings and loan associations and brokerage houses)


                                       -9-
<PAGE>

      that is a participant in the Security Transfer Agents Medallion Program or
      the Stock Exchange Medallion Program (any of the foregoing hereinafter
      referred to as an "Eligible Institution"). See Instruction 5.

2.    DELIVERY OF LETTER OF TRANSMITTAL AND DEPOSITARY SHARES.

      This Letter of Transmittal is to be completed by holders of Depositary
      Shares either if Depositary Receipts are to be forwarded herewith or,
      unless an Agent's Message (as defined in the Prospectus) is utilized, if
      tenders are to be made pursuant to the procedure for tender by book-entry
      transfer set forth under "The Offers--Procedures for Tendering" in the
      Prospectus. Depositary Receipts or timely confirmation (a "Book-Entry
      Confirmation") of a book-entry transfer of Depositary Shares into the
      Exchange Agent's account at DTC, as well as this Letter of Transmittal (or
      a facsimile hereof), properly completed and duly executed, with any
      required signature guarantees, or an Agent's Message in the case of a
      book-entry delivery, and any other documents required by this Letter of
      Transmittal, must be received by the Exchange Agent at one of its
      addresses set forth herein prior to the Expiration Date.

      If a holder of Depositary Shares desires to participate in the Offer and
      time will not permit this Letter of Transmittal or Depositary Receipts to
      reach the Exchange Agent before the Expiration Date or the procedure for
      book-entry transfer cannot be completed on a timely basis, a tender may be
      effected if the Exchange Agent has received at one of the addresses set
      forth herein prior to the Expiration Date, a letter, telegram or facsimile
      transmission from an Eligible Institution setting forth the name and
      address of the tendering holder, the name(s) in which the Depositary
      Shares are registered and, if the Depositary Shares are held in
      certificated form, the numbers of the Depositary Receipts to be tendered,
      and stating that the tender is being made thereby and guaranteeing that
      within three New York Stock Exchange ("NYSE") trading days after the date
      of execution of such letter, telegram or facsimile transmission by the
      Eligible Institution, the Depositary Receipts in proper form for transfer
      together with a properly completed and duly executed Letter of Transmittal
      (and any other required documents), or a confirmation of book-entry
      transfer of such Depositary Shares into the Exchange Agent's account at
      DTC, will be delivered by such Eligible Institution. Unless the Depositary
      Receipts being tendered by the above-described method are deposited with
      the Exchange Agent within the time period set forth above (accompanied or
      preceded by a properly completed Letter of Transmittal and any other
      required documents) or a confirmation of book-entry transfer of Depositary
      Shares into the Exchange Agent's account at DTC in accordance with DTC's
      Automated Tender Offer Program ("ATOP") procedures is received, the Trust
      may, at its option, reject the tender.

      THE METHOD OF DELIVERY OF DEPOSITARY SHARES AND ALL OTHER REQUIRED
      DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE OPTION AND RISK OF
      THE TENDERING SHAREHOLDER. IF DEPOSITARY RECEIPTS ARE SENT BY MAIL,
      REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
      RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE
      TIMELY DELIVERY.

      No alternative, conditional or contingent tenders will be accepted, and no
      fractional Depositary Shares will be accepted for exchange. By executing
      this Letter of Transmittal (or facsimile hereof), the tendering holder
      waives any right to receive any notice of the acceptance of the Depositary
      Shares for exchange.

3.    INADEQUATE SPACE.

      If the space provided herein is inadequate, the certificate numbers of the
      Depositary Receipts and/or the number of Depositary Shares should be
      listed on a separate signed schedule attached hereto.


                                      -10-
<PAGE>

4.    PARTIAL TENDERS (NOT APPLICABLE TO BOOK-ENTRY TRANSFERS).

      If fewer than all the Depositary Shares evidenced by any Depositary
      Receipt delivered to the Exchange Agent are to be tendered, fill in the
      number of Depositary Shares which are to be tendered in the box entitled
      "Number of Shares Tendered." In such case, a new Depositary Receipt for
      the remainder of the Depositary Shares evidenced by the old Depositary
      Receipt will be sent to the person(s) signing this Letter of Transmittal,
      unless otherwise provided in the appropriate box on this Letter of
      Transmittal, as promptly as practicable following the Expiration Date. All
      Depositary Shares evidenced by Depositary Receipts delivered to the
      Exchange Agent will be deemed to have been tendered unless otherwise
      indicated.

5.    SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.

      If this Letter of Transmittal is signed by the registered holder(s) of the
      Depositary Shares tendered hereby, the signature(s) must correspond with
      the name(s) as written on the face of the Depositary Receipt without
      alteration, enlargement or any change whatsoever.

      If any of the Depositary Shares tendered hereby are held of record by two
      or more persons, all such persons must sign this Letter of Transmittal.

      If any of the Depositary Shares tendered hereby are registered in
      different names on different Depositary Receipts, it will be necessary to
      complete, sign and submit as many separate Letters of Transmittal as there
      are different registrations of Depositary Receipts.

      If this Letter of Transmittal is signed by the registered holder(s) of the
      Depositary Shares tendered hereby, no endorsements of Depositary Receipts
      or separate stock powers are required unless Capital Securities issued in
      exchange therefor are to be issued, or Depositary Receipts representing
      Depositary Shares not tendered or not exchanged are to be returned, in the
      name of any person other than the registered holder(s). Signatures on any
      such Depositary Receipts or stock powers must be guaranteed by an Eligible
      Institution.

      If this Letter of Transmittal is signed by a person other than the
      registered holder(s) of the Depositary Shares tendered hereby (including
      any participant in DTC whose name appears on a security listing as the
      owner of the Depositary Shares), Depositary Receipts must be endorsed or
      accompanied by appropriate stock powers, in either case, signed exactly as
      the name(s) of the registered holder(s) appear(s) on the Depositary
      Receipts. Signature(s) on any such certificates or stock powers must be
      guaranteed by an Eligible Institution.

      If this Letter of Transmittal or any certificate or stock power is signed
      by a trustee, executor, administrator, guardian, attorney-in-fact, officer
      of a corporation or other person acting in a fiduciary or representative
      capacity, such person should so indicate when signing, and proper evidence
      satisfactory to the Trust of the authority of such person so to act must
      be submitted.

6.    STOCK TRANSFER TAXES AND OTHER CHARGES.

      Citicorp will pay all stock transfer taxes and charges of the Depository,
      if any, applicable to the exchange of any Depositary Shares pursuant to
      the Offer. If, however, certificates representing Capital Securities or
      Depositary Receipts evidencing Depositary Shares not tendered or accepted
      for exchange are to be delivered to, or are to be issued in the name of,
      any person other than the registered holder of the Depositary Shares
      tendered or if a transfer tax is imposed for any reason other than the
      exchange of Depositary Shares pursuant to the Offer, then the amount of
      any such transfer taxes (whether imposed


                                      -11-
<PAGE>

      on the registered holder or any other persons) will be payable by the
      tendering holder. If satisfactory evidence of payment of such taxes or
      exemption therefrom is not submitted with this Letter of Transmittal, the
      amount of such transfer taxes will be billed directly to such tendering
      holder.

7.    SPECIAL EXCHANGE AND DELIVERY INSTRUCTIONS.

      If certificates representing Capital Securities are to be issued in the
      name of, or any Depositary Receipts representing Depositary Shares not
      tendered or not accepted for exchange are to be issued or to be returned
      to, a person other than the person(s) signing this Letter of Transmittal
      or any certificates for Capital Securities or Depositary Receipts
      representing Depositary Shares not tendered or not accepted for exchange
      are to be mailed to someone other than the person(s) signing this Letter
      of Transmittal or to the person(s) signing this Letter of Transmittal at
      an address other than that shown above, the appropriate boxes on this
      Letter of Transmittal should be completed.

8.    TAX CERTIFICATION.

      Federal income tax law requires that a tendering holder whose Depositary
      Shares are being exchanged must furnish his or her correct Taxpayer
      Identification Number ("TIN"), which, in the case of an individual, is his
      or her social security number or individual taxpayer identification
      number. If a holder does not furnish the correct TIN or an adequate basis
      for exemption, such holder will be subject to a $50 penalty imposed by the
      Internal Revenue Service (the "IRS") unless such failure to provide such
      TIN is due to reasonable cause and not to willful neglect. In addition,
      the redemption price may be subject to backup withholding in an amount
      equal to 31% of the redemption price. If withholding results in an
      overpayment of taxes, a refund may be obtained.

      Exempt holders (including, among others, all corporations and certain
      foreign persons) are not subject to these backup withholding and reporting
      requirements. See the enclosed Guidelines for Certification of Taxpayer
      Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
      additional instructions.

      To prevent backup withholding, each tendering holder whose Depositary
      Shares are being tendered must provide his or her correct TIN by
      completing the "Substitute Form W-9" set forth herein, certifying that the
      TIN provided is correct (or that such holder is awaiting a TIN) and (i)
      the holder is exempt from backup withholding, (ii) the holder has not been
      notified by the IRS that he or she is subject to backup withholding as a
      result of a failure to report all interest or dividends or (iii) the IRS
      has notified the holder that he or she is no longer subject to backup
      withholding. In order to satisfy Citicorp or its agent that a foreign
      person qualifies as an exempt recipient, such holder must submit a
      statement signed under penalty of perjury attesting to such exempt status.
      Such statements may be obtained from the Exchange Agent.

      If the Depositary Shares are in more than one name or are not in the name
      of the actual owner, consult the W-9 Guidelines for information on which
      TIN to report. If you do not have a TIN, consult the W-9 Guidelines for
      instructions on applying for TIN, write "applied for" in lieu of your TIN
      in Part I of the Substitute Form W-9, and sign and date the form. If you
      do not provide your TIN on a Substitute Form W-9 to the Exchange Agent
      prior to the exchange, backup withholding at the rate of 31% may be
      applied to the proceeds distributed to you.

9.    WAIVER OF CONDITIONS.

      The conditions of the Offer may be waived by the Trust from time to time
      in accordance with, and subject to the limitations described in, the
      Prospectus, provided that acceptance of Depositary Shares


                                      -12-
<PAGE>

      validly tendered in the Offer is subject to the condition that as of the
      Expiration Date sufficient Depositary Shares shall have been tendered such
      that, upon exchange of Capital Securities for the Depositary Shares, there
      will be at least 400 record or beneficial holders of at least 1,000,000
      Capital Securities to be issued in exchange for such Depositary Shares,
      which condition may not be waived.

10.   REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

      Requests for assistance or additional copies of the Prospectus and this
      Letter of Transmittal may be obtained from the Information Agent, the
      Dealer Managers or the Exchange Agent at their respective addresses or
      telephone numbers set forth below.

11.   SOLICITED TENDERS.

      Citicorp will pay to a Soliciting Dealer (as defined herein) a
      solicitation fee of ____ per Depositary Share ($____ per Depositary Share
      with respect to the solicitation of beneficial holders of 10,000 or more
      Depositary Shares) validly tendered and accepted for exchange pursuant to
      the Offer. For purposes of this Instruction 11, "Soliciting Dealer"
      includes (i) any broker or dealer in securities, including the Dealer
      Managers in their capacity as dealers or brokers, who is a member of any
      national securities exchange or of the National Association of Securities
      Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible
      for membership in the NASD who agrees to conform to the NASD's Rules of
      Fair Practice in soliciting tenders outside the United States to the same
      extent as though it were an NASD member, or (iii) any bank or trust
      company, any one of whom has solicited and obtained a tender pursuant to
      the offer. No such fee shall be payable to a Soliciting Dealer in respect
      of Depositary Shares registered in the name of such Soliciting Dealer
      unless such Depositary Shares are held by such Soliciting Dealer as
      nominee and such Depositary Shares are being tendered for the benefit of
      one or more beneficial owners identified on the Letter of Transmittal or
      on the Notice of Solicited Tenders (included in the materials provided to
      brokers and dealers). No solicitation fee shall be payable to a Soliciting
      Dealer with respect to the tender of Depositary Shares unless the Letter
      of Transmittal accompanying such tender designates such Soliciting Dealer
      as such in the box captioned "Solicited Tenders."

      If depositary receipts representing tendered Depositary Shares are being
      delivered by book-entry transfer made to an account maintained by the
      Exchange Agent with DTC, the Soliciting Dealer must return a Notice of
      Solicited Tenders to the Exchange Agent within three NYSE trading days
      after the Expiration Date in order to receive a solicitation fee. No
      solicitation fee shall be payable to a Soliciting Dealer in respect of
      Depositary Shares (i) beneficially owned by such Soliciting Dealer or (ii)
      registered in the name of such Soliciting Dealer unless such Depositary
      Shares are held by such Soliciting Dealer as nominee and such Depositary
      Shares are being tendered for the benefit of one or more beneficial owners
      identified on the Letter of Transmittal or the Notice of Solicited
      Tenders. No solicitation fee shall be payable to the Soliciting Dealer
      with respect to the tender of Depositary Shares by the holder of record,
      for the benefit of the beneficial owner, unless the beneficial owner has
      designated such Soliciting Dealer.

12.   LOST, STOLEN OR DESTROYED DEPOSITARY RECEIPTS.

      Any holder of Depositary Shares whose Depositary Receipt(s) for such
      shares have been lost, stolen or destroyed should contact either the
      Exchange Agent or the Information Agent at their respective addresses
      shown on the back page of this Letter of Transmittal for special
      instructions.

13.   IRREGULARITIES.

      All questions as to the number of Depositary Shares to be accepted, the
      validity, form, eligibility (including time of receipt) and acceptance of
      any tender of Depositary Shares will be determined by the Trust, in its
      sole discretion, which determination shall be final and binding. The Trust
      reserves the


                                      -13-
<PAGE>

      absolute right to reject any or all tenders made pursuant to the Offer
      determined by it not to be in appropriate form or the acceptance of or
      payment for any Depositary Shares which would, in the opinion of the
      Trust's counsel, be unlawful. The Trust also reserves the absolute right
      to waive any of the conditions set forth in the Offer (other than the
      Minimum Distribution Condition, as defined in the Prospectus) or any
      defect or irregularity in any tender with respect to any particular
      Depositary Shares or any particular shareholder, and the Trust's
      interpretation of the terms and conditions of the Offer (including these
      instructions) will be final and binding. Tenders will not be deemed to
      have been made until all defects and irregularities have been cured or
      waived prior to the Expiration Date or such times as the Trust shall
      determine. Neither the Trust, the Exchange Agent, the Information Agent,
      the Dealer Managers nor any other person will be obligated to give notice
      of defects or irregularities in tenders, nor shall any of them incur any
      liability for failure to give any such notice.

14.   ORDER IN WHICH DEPOSITARY SHARES WILL BE ACCEPTED (NOT APPLICABLE TO
      BOOK-ENTRY TRANSFERS).

      In the event of proration, the Depositary Shares in the box captioned
      "Description of Depositary Shares Being Tendered" will be accepted in the
      order in which the Depositary Receipts for such Depositary Shares are
      listed. Tendering holders who wish to have Depositary Shares accepted in a
      specific order in the event of proration should list the Depositary
      Receipts representing such Depositary Shares in the desired order in such
      box.


                                      -14-
<PAGE>

                               SUBSTITUTE FORM W-9
                             PAYOR'S NAME: CITICORP

                (See "Tax Certification" in Notice of Redemption)

================================================================================


PART I - Taxpayer Identification ------------- _________________________________
         Number ("TIN")          |           | Name (if joint names, list first 
                                 ------------- and circle the name of the person
PLEASE PROVIDE YOUR TIN IN THE                 or entity whose number you enter 
BOX TO THE RIGHT AND CERTIFY BY                in Part I)                       
SIGNING AND DATING BELOW.                      
                                               
PART II - For Payees Exempt from               _________________________________
          Backup Withholding                             Business Name
                                               
If you are an exempt recipient,                _________________________________
you should complete this form to                  Address (number and street)
avoid possible erroneous backup  -------------
withholding. Enter your correct  |           |
TIN in Part I, write "Exempt" in -------------
the box to the right, sign and                 _________________________________
date the form.                                     City, State and Zip Code

                                               _________________________________
                                                   Social Security or Employer
                                                     Identification Number

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

         SUBSTITUTE              CERTIFICATION - Under the penalties of perjury,
          FORM W-9               I certify that:                                
                                                                                
 Department of the Treasury      (1) the number shown on this form is my correct
  Internal Revenue Service           taxpayer identification number (or I am    
                                     waiting for a number to be issued to me),  
Payer's Request for Taxpayer         and                                        
Identification Number (TIN)      (2) I am not subject to backup withholding     
                                     either because: (a) I am exempt from backup
                                     withholding, or (b) I have not been        
                                     notified by the Internal Revenue Service   
                                     (the "IRS") that I am subject to backup    
                                     withholding as a result of a failure to    
                                     report all interest or dividends, or (c)   
                                     the IRS has notified me that I am no longer
                                     subject to backup withholding.             

                                 CERTIFICATION INSTRUCTIONS - You must cross out
                                 item (2) above if you have been notified by the
                                 IRS that you are currently subject to backup
                                 withholding because of under reporting of
                                 interest or dividends on your tax return.


                                 _________________________  ____________________
                                          Signature                 Date

================================================================================


                                      -15-
<PAGE>

             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER OF SUBSTITUTE FORM W-9


The Taxpayer Identification Number ("TIN") provided in the Substitute Form W-9
should be that of the holder of the Notes.

For a joint account, only that person whose TIN is furnished should sign the
Substitute Form W-9.


OBTAINING A NUMBER

If you don't have a TIN or you don't know your number, obtain Form SS-5,
Application for a Social Security Number Card, or Form SS-4, Application for
Employer Identification Number, at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.

Note: Writing "Applied for" on the form means that you have already applied for
a TIN OR that you intend to apply for one in the near future.

As soon as you receive your TIN, complete another Form W-9, include your TIN,
sign and date the form and give it to the requester.


PAYEES EXEMPT FROM BACKUP WITHHOLDING

The following is a list of payees exempt from backup withholding and for which
no information reporting is required. For purposes of this transaction, only
payees listed in (1) through (13), and a person registered under the Investment
Advisers Act of 1940 who regularly acts as a broker are exempt.

(1)   A corporation.

(2)   An organization exemption from tax under section 501(a), or an individual
      retirement plan (IRA), or a custodial account under section 403(b)(7).

(3)   The United States or any of its agencies or instrumentalities.

(4)   A State, the District of Columbia, a possession of the United States, or
      any of their political subdivisions, or instrumentalities.

(5)   A foreign government or any of its political subdivisions, agencies or
      instrumentalities.

(6)   An international organization or any of its agencies or instrumentalities.

(7)   A foreign central bank of issue.

(8)   A dealer in securities or commodities required to register in the U.S. or
      a possession of the U.S.

(9)   A futures commission merchant registered with the Commodity Futures
      Trading Commission.

(10)  A real estate investment trust.

(11)  An entity registered at all times during the tax year under the Investment
      Company Act of 1940.

(12)  A common trust fund operated by a bank under section 584(a).

(13)  A financial institution.

(14)  A middleman known in the investment community as a nominee or listed in
      the most recent publications of the American Society of Corporate
      Secretaries, Inc., Nominee List.

(15)  A trust exempt from tax under section 664 or described in section 4947.

If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the payer a completed Form W-8 Certificate of Foreign Status.

(1) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.

(2) CRIMINAL PENALTY FOR FALSIFYING INFORMATION -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.


                                      -16-
<PAGE>


                     THE INFORMATION AGENT FOR THE OFFER IS:

                         [GEORGESON & COMPANY INC. LOGO]

                                Wall Street Plaza
                            New York, New York 10005
                           (800) 223-2064 (Toll-Free)

                         Banks and Brokers Call Collect:
                                 (212) 440-9800


                     THE DEALER MANAGERS FOR THE OFFER ARE:

                               MERRILL LYNCH & CO.
                             World Financial Center
                          North Tower -- Seventh Floor
                            New York, New York 10281
                           (888) ML4-TNDR (Toll-Free)
                           (888) 654-8637 (Toll-Free)
                             Attn: Susan L. Weinberg



         SMITH BARNEY INC.                    PRUDENTIAL SECURITIES INC.
390 Greenwich Street -- Fifth Floor       One New York Plaza -- Fifteenth Floor
     New York, New York 10013                  New York, New York 10292
    (800) 655-4811 (Toll-Free)                (800) 778-2241 (Toll-Free)
       Attn: Paul S. Galant                       Attn: Martin Oring


                      THE EXCHANGE AGENT FOR THE OFFER IS:

                                 CITIBANK, N.A.
                        Corporate Agency & Trust Services
                           111 Wall Street, 5th Floor
                            New York, New York 10043
                           (800) 422-2077 (Toll-Free)

                                 March __, 1997




                                      -17-