Filed pursuant to
                                                                  Rule 424(b)(5)
                                                       Registration No. 33-59791

                                     CITICORP
                                U.S. $7,000,000,000
                     Global Medium-Term Senior Notes, Series D
                                U.S. $1,000,000,000
                  Global Medium-Term Subordinated Notes, Series D
                 Due From 9 Months to 60 Years From Date of Issue

      Pricing Supplement,  dated February 27, 1996 (the "Pricing Supplement") to
Prospectus Supplement,  dated August 7, 1995 (the "Prospectus  Supplement");  to
Prospectus,  dated August 7, 1995 (the "Base  Prospectus" and collectively  with
the Pricing Supplement and the Prospectus Supplement, the "Prospectus")

                               DESCRIPTION OF NOTES

      The terms of the Yen Notes set forth in this Pricing Supplement supplement
and modify,  to the extent  applicable,  the  description  of general  terms and
provisions of Citicorp's Global Medium-Term Senior Notes,  Series D set forth in
the accompanying  Base Prospectus and Prospectus  Supplement.  Capitalized terms
not  defined  herein  shall  have the  meanings  assigned  to such  terms in the
accompanying Base Prospectus and Prospectus Supplement.

SUMMARY OF TERMS:

Title of Notes:                     2.54% Yen Senior Notes Due March 5, 2001
                                    (the "Yen Notes").
Aggregate
  Principal Amount:                 (Y)6,000,000,000.

Specified Currency:                 Japanese Yen.

Issue Date:                         March 5, 1996

Stated Maturity Date:               March 5, 2001.

Interest Rate:                      2.54% per annum.

Interest Payment Dates:             Annually,  on the  5th  day of  each  March,
                                    commencing  March  5,  1997,  and at  Stated
                                    Maturity;   provided  that  if  an  Interest
                                    Payment  Date is not a  Business  Day in New
                                    York,  New  York  and  Tokyo,   Japan,  then
                                    payment of interest will not be made on such
                                    date,   but   will  be  made  on  the   next
                                    succeeding  day which is a  Business  Day in
                                    New York, New York and Tokyo, Japan with the
                                    same  force  and  effect  as if  made on the
                                    Interest  Payment Date and no interest shall
                                    accrue  on the  amount  so  payable  for the
                                    period from and after such Interest  Payment
                                    Date until such next succeeding day.

Regular Record Dates:               The  fifteenth  day  prior  to each  related
                                    Interest Payment Date.

Form and Denominations:             The Yen Notes  will  initially  be issued in
                                    the  form  of one or more  temporary  global
                                    Notes, which will be exchanged 45 days after
                                    the    Settlement    Date,    upon   written
                                    certification  as  described in this Pricing
                                    Supplement and in the Prospectus Supplement,
                                    for  one or  more  permanent  global  Notes.
                                    Minimum denominations for the Yen Notes will
                                    be  (Y)10,000,000  or any integral  multiple
                                    of(Y)1,000,000 in excess thereof.  Interests
                                    in   the   permanent   global   Notes   will
                                    thereafter be  exchangeable at the option of
                                    the  beneficial  owner,  on  the  terms  and
                                    conditions   described   in   this   Pricing
                                    Supplement and in the Prospectus Supplement,
                                    for  definitive  Notes  in  bearer  form  in
                                    minimum  denominations  of(Y)10,000,000  and
                                    any  integral  multiple of  (Y)1,000,000  in
                                    excess thereof.  See "DESCRIPTION OF NOTES--
                                    Form and  Denominations"  in the  Prospectus
                                    Supplement.

Redemption:                         The Yen  Notes  may not be  redeemed  at the
                                    option  of  Citicorp  prior to their  Stated
                                    Maturity,  except  as set  forth  under  the
                                    heading  "DESCRIPTION OF NOTES -- Redemption
                                    and  Sinking  Funds"  in  the   accompanying
                                    Prospectus Supplement.

                                    The Yen Notes are not subject to  redemption
                                    at the option of the Holder thereof.


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<PAGE>


Sinking Fund:                       The Yen Notes are not subject to any sinking
                                    fund.

Clearance Information:              The  Yen  Notes  have  been   accepted   for
                                    clearance through Euroclear and Cedel.

Exchange Listing:                   The Yen  Notes  will  not be  listed  on the
                                    Luxembourg Stock Exchange.

Selling Agent:                      Goldman Sachs International plc.

Commission:                         .045%.

Price to Public:                    100%.

      In this Pricing  Supplement  references to "Yen" and "(Y)" are to Japanese
Yen.  At  approximately  8:00 a.m.  Tokyo time on  February  27,  1995,  the bid
quotation  from Citibank,  N.A.,  Tokyo branch was 106.685 Yen per United States
dollar.

PAYMENT AND PAYING AGENTS

      Generally,  the principal of and interest on the Yen Notes will be payable
in the manner  specified in the  accompanying  Base Prospectus under the heading
"DESCRIPTION  OF  NOTES --  Payment  and  Paying  Agents"  and the  accompanying
Prospectus  Supplement  under the headings  "DESCRIPTION OF NOTES -- Payment and
Paying  Agents" and "SPECIAL  PROVISIONS  RELATING TO FOREIGN  CURRENCY NOTES --
Payment".

      In addition to Citibank,  acting  through its principal  office in London,
England, and Citibank  (Luxembourg) S.A., acting through its principal office in
Luxembourg,  Citicorp has designated Citibank, acting through its main office in
Tokyo,  Japan as Paying  Agent  for the Yen Notes  outside  the  United  States.
Citicorp  will, as long as any Yen Notes remain  outstanding,  maintain a paying
agent in Tokyo.  In addition to London and  Luxembourg,  Tokyo will constitute a
Place of Payment with respect to the Yen Notes.

      The  principal  of and  interest  on the Yen Notes will be payable in Yen.
Payments  will be made by Yen check or Yen bank  draft on a bank (in the case of
payment to a nonresident  of Japan,  an  authorized  foreign  exchange  bank) in
Tokyo,  Japan or by  transfer in same day funds to a Yen account (in the case of
payment to a nonresident of Japan, to a nonresident  account)  maintained by the
payee with a bank in Tokyo,  Japan,  subject in each case to all applicable laws
and regulations.

SELLING RESTRICTIONS

      The Yen  Notes  have  not  been  and  will  not be  registered  under  the
Securities  and Exchange Law of Japan.  The Selling  Agent has  represented  and
agreed that it has not offered and sold and will not offer or sell,  directly or
indirectly,  any Yen  Notes in Japan or to or for the  benefit  of any  Japanese
person (which term as used herein means any person resident in Japan,  including
any corporation or other entity  organized under the laws of Japan) or to others
for  reoffering  or resale,  directly or  indirectly,  in Japan or to or for the
benefit  of any  Japanese  person  prior to the date  which is one day after the
issue  date of the Yen Notes and that  thereafter  it will offer or sell the Yen
Notes  in  Japan  or to or for the  benefit  of a  Japanese  person  only  under
circumstances   which  will  result  in  compliance  with  applicable  laws  and
regulations of Japan.

The Selling Agent has represented and agreed that (i) it has not offered or sold
and, prior to the expiration of the period of six months from the issue date for
the Yen  Notes,  will not offer or sell any Yen Notes to  persons  in the United
Kingdom except to persons whose ordinary  activities  involve them in acquiring,
holding,  managing or disposing of  investments  (as principal or agent) for the
purposes  of their  businesses  or  otherwise  in  circumstances  which have not
resulted  and will not result in an offer to the  public in the  United  Kingdom
within the meaning of the Public Offers of Securities  Regulations 1995; (ii) it
has complied and will comply with all  applicable  provisions  of the  Financial
Services  Act 1986 with  respect to  anything  done by it in relation to the Yen
Notes in, from or otherwise involving the United Kingdom;  and (iii) it has only
issued or passed on and will only  issue or pass on in the  United  Kingdom  any
document  received  by it in  connection  with the  issue of the Yen  Notes to a
person who is of a kind described in Article 11(3) of the Financial Services Act
1986 (Investment Advertisements)  (Exemptions) Order 1995 or is a person to whom
such document may otherwise lawfully be issued or passed on.


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