Exhibit 99(c)

                                                                 [CITICORP LOGO]


                               CITICORP CAPITAL __

                              OFFER TO EXCHANGE ITS
         ____% TRUST ORIGINATED PREFERRED SECURITIES(sm)1 ("TOPRS(sm)")
    (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY, FULLY AND UNCONDITIONALLY
        GUARANTEED BY CITICORP TO THE EXTENT SET FORTH IN THE PROSPECTUS)

             FOR UP TO _____________ OUTSTANDING DEPOSITARY SHARES,
                 EACH REPRESENTING A 1/10 INTEREST IN A SHARE OF
            ____% ___________ PREFERRED STOCK, SERIES __, OF CITICORP
                              (CUSIP 173034 _____)

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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.
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                                                                  March __, 1997


To Brokers, Dealers, Commercial Banks,
  Trust Companies and Other Nominees:

      We have been appointed by Citicorp, a Delaware corporation, and Citicorp
Capital __, a Delaware statutory business trust (the "Trust"), to act as Dealer
Managers in connection with the offer by the Trust to exchange, upon the terms
and subject to the conditions set forth in the Prospectus referred to below and
the related Letter of Transmittal (which together constitute the "Offer"), its
____% Trust Originated Preferred Securities(sm) ("TOPrS(sm)") (the "Capital
Securities") for up to an aggregate of ____________ (the "Maximum Number")
depositary shares (the "Depositary Shares"), each representing a 1/10 interest
in a share of ____% __________ Preferred Stock, Series __, of Citicorp, not
owned by Citicorp, that are validly tendered and accepted for exchange pursuant
to the Offer.

      Concurrently with the Offer, certain other business trusts affiliated with
Citicorp 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 relates only to the Offer by Citicorp
Capital __.

      Pursuant to the Offer, exchanges will be made on the basis of one Capital
Security for each Depositary Share validly tendered and accepted for exchange in
the Offer. The Trust will accept for exchange all Depositary Shares validly
tendered and not withdrawn, up to the Maximum Number, upon the terms and subject
to the conditions of the Offer described in the Prospectus dated _____________,
1997 (the "Prospectus"). 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. Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Prospectus.

      For your information and for forwarding to your clients for whom you hold
Depositary Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:

________

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

<PAGE>

      1. Prospectus;

      2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 providing information relating to backup federal
income tax withholding;

      3. Notice of Guaranteed Delivery to be used to accept the Offer if the
depositary receipts for the Depositary Shares and all other required documents
cannot be delivered to the Exchange Agent by the Expiration Date, or the
book-entry transfer of the depositary receipts for the Depositary Shares cannot
be completed by the Expiration Date;

      4. A form of letter that may be sent to your clients for whose accounts
you hold Depositary Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions and
designation of Soliciting Dealer with regard to the Offer;

      5. A letter from an executive officer of Citicorp to holders of Depositary
Shares that may be sent to your clients;

      6. A Question and Answer pamphlet that may be sent to your clients; and

      7. A return envelope addressed to Citibank, N.A., the Exchange Agent.

      WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

      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.

      NONE OF CITICORP, THE BOARD OF DIRECTORS OF CITICORP, THE TRUSTEES OF THE
TRUST OR THE TRUST MAKES ANY RECOMMENDATION TO HOLDERS OF DEPOSITARY SHARES AS
TO WHETHER TO TENDER OR REFRAIN FROM TENDERING IN THE OFFER. HOLDERS OF
DEPOSITARY SHARES ARE URGED TO CONSULT THEIR FINANCIAL AND TAX ADVISORS IN
MAKING THEIR DECISIONS ON WHAT ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR
CIRCUMSTANCES.

      Citicorp will pay a solicitation fee of $____ per Depositary Share ($____
per Depositary Share with respect to solicitation of beneficial holders of
10,000 or more shares) for any Depositary Shares validly tendered and accepted
for exchange and exchanged pursuant to the Offer and covered by a Letter of
Transmittal which designates, as having solicited and obtained the tender, the
name of (i) any broker or dealer in securities, including the Dealer Managers in
their capacity as brokers or dealers, which 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 which 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 (each of which is
referred to herein as a "Soliciting Dealer"). No solicitation fee shall be
payable to a Soliciting Dealer with respect to the tender of Depositary Shares
by a holder unless the Letter of Transmittal accompanying such tender designates
such Soliciting Dealer as such in the box captioned "Solicited Tenders."

      Soliciting Dealers will include any of the organizations described in
clauses (i), (ii) and (iii) above even when the activities of such organizations
in connection with the Offer consist solely of forwarding to clients materials
relating to the Offer, including the Prospectus and Letter of Transmittal, and
tendering depositary receipts for Depositary Shares as directed by beneficial
owners thereof. No Soliciting Dealer is required to make any recommendation to
holders of Depositary Shares as to whether to tender or refrain from tendering
in the Offer. No assumption is made, in making payment to any Soliciting Dealer,
that its activities in connection with the Offer included any activities other
than those described above, and for all purposes noted in all materials relating
to the Offer, the term "solicit" shall be deemed to mean no more than
"processing depositary receipts for Depositary Shares tendered" and "forwarding
to customers materials regarding the Offer."


                                       -2-
<PAGE>

      If depositary receipts for tendered Depositary Shares are being delivered
by book-entry transfer made to an account maintained by the Exchange Agent with
The Depository Trust Company, the Soliciting Dealer must return a Notice of
Solicited Tenders to the Exchange Agent within three New York Stock Exchange
trading days after the Expiration Date in order to receive a solicitation fee.
Such Notice of Solicited Tenders is attached hereto on page 4. 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.

      No solicitation fee shall be payable to a Soliciting Dealer if such
Soliciting Dealer is required for any reason to transfer any portion of such fee
to a tendering holder (other than itself). No broker, dealer, bank, trust
company or fiduciary shall be deemed to be the agent of Citicorp, the Trust, the
Trustees, the Exchange Agent, the Information Agent or the Dealer Managers for
purposes of the Offer.

      Citicorp will, upon request, reimburse brokers, dealers, commercial banks
and trust companies for reasonable and necessary costs and expenses incurred by
them in forwarding materials to their customers. Citicorp will pay all stock
transfer taxes applicable to the acceptance of Depositary Shares pursuant to the
Offer, subject to Instruction 6 of the Letter of Transmittal.

      Soliciting Dealers should take care to ensure proper record-keeping to
document their entitlement to any solicitation fee.

      Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers set
forth below.

      Concurrently with the Offer, certain other business trusts affiliated with
Citicorp are offering to exchange their Trust Originated Preferred
Securities(sm)2 for depositary shares representing interests in other series of
preferred stock of Citicorp. This letter relates only to the Offer by Citicorp
Capital __.

                                        Very truly yours,

                                        MERRILL LYNCH & CO.
                                        SMITH BARNEY INC.
                                        PRUDENTIAL SECURITIES INC.


      NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF CITICORP, THE TRUST, THE TRUSTEES OF THE TRUST, THE DEALER
MANAGERS, THE INFORMATION AGENT OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM
IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.


________

(sm)  "Trust Originated Preferred Securities" is a service mark of Merrill Lynch
      & Co.


                                       -3-
<PAGE>

                               CITICORP CAPITAL __
                           NOTICE OF SOLICITED TENDERS

      List below the number of Depositary Shares whose tender you have
solicited. All Depositary Shares beneficially owned by a beneficial owner,
whether in one account or several, and in however many capacities, must be
aggregated for purposes of completing the tables below. Any questions as to what
constitutes beneficial ownership should be directed to the Exchange Agent. If
the space below is inadequate, list the Depositary Shares on a separate signed
schedule and affix the list to this Notice of Solicited Tenders. PLEASE DO NOT
COMPLETE THE SECTIONS OF THE TABLE HEADED "TO BE COMPLETED ONLY BY EXCHANGE
AGENT."

      ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE EXCHANGE AGENT
WITHIN THREE NYSE TRADING DAYS AFTER THE EXPIRATION DATE AT THE ADDRESS SET
FORTH BELOW. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD BE
DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH BELOW.
NOTICE MAY BE FAXED TO THE EXCHANGE AGENT AT (____) _________, CONFIRMATION
NUMBER ______________. ENCLOSE ADDITIONAL PAGES AS NEEDED.

            BENEFICIAL HOLDERS OF FEWER THAN 10,000 DEPOSITARY SHARES

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                                            TENDER SHARES
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                              NUMBER OF                          DTC
                              SHARES                             PARTICIPANT
BENEFICIAL OWNERS             TENDERED       VOI NUMBER*         NUMBER
--------------------------------------------------------------------------------

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Beneficial Owner No. 1
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Beneficial Owner No. 2
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Beneficial Owner No. 3
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Beneficial Owner No. 4
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Beneficial Owner No. 5
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Beneficial Owner No. 6
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Beneficial Owner No. 7
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Beneficial Owner No. 8
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Beneficial Owner No. 9
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Beneficial Owner No. 10
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         Total
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             BENEFICIAL HOLDERS OF 10,000 OR MORE DEPOSITARY SHARES

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                                            TENDER SHARES
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                              NUMBER OF                          DTC
                              SHARES                             PARTICIPANT
BENEFICIAL OWNERS             TENDERED       VOI NUMBER          NUMBER
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Beneficial Owner No. 1
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Beneficial Owner No. 2
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Beneficial Owner No. 3
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Beneficial Owner No. 4
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Beneficial Owner No. 5
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Beneficial Owner No. 6
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Beneficial Owner No. 7
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Beneficial Owner No. 8
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Beneficial Owner No. 9
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                                      -4-
<PAGE>

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                                            TENDER SHARES
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                              NUMBER OF                          DTC
                              SHARES                             PARTICIPANT
BENEFICIAL OWNERS             TENDERED       VOI NUMBER          NUMBER
--------------------------------------------------------------------------------
Beneficial Owner No. 10
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         Total
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      All questions as to the validity, form and eligibility (including time of
receipt) of Notices of Solicited Tenders will be determined by the Exchange
Agent, in its sole discretion, which determination will be final and binding.
Neither the Exchange Agent nor any other person will be under any duty to give
notification of any defects or irregularities in any Notice of Solicited Tenders
or incur any liability for failure to give such notification.

      The undersigned hereby confirms 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
solicitation; (ii) it is entitled to such compensation for such solicitation
under the terms and conditions of the Prospectus (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 or the Trust; and (iv) if it is a foreign broker or dealer
not eligible for membership in 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.


______________________________             ___________________________________
Print Firm Name                            Address


______________________________             ___________________________________
Authorized Signature                       City, State, Zip Code


______________________________             ___________________________________
Area Code and Telephone Number             Attention


DO NOT SEND DEPOSITARY RECEIPTS FOR DEPOSITARY SHARES WITH THIS FORM.  YOUR
DEPOSITARY RECEIPTS FOR DEPOSITARY SHARES MUST BE SENT WITH THE LETTER OF
TRANSMITTAL.

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                      SOLICITATION FEE PAYMENT INSTRUCTIONS

  Issue Check to:


  Name      ___________________________________________________________________
                                 (Please Print)


  Address   ___________________________________________________________________


            ___________________________________________________________________
                             (City, State, Zip Code)


 Taxpayer Identification No. (or Social Security No.)__________________________

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                                       -5-
<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.

             BY HAND:                     BY MAIL (REGISTERED OR CERTIFIED 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 NOTICE OF GUARANTEED DELIVERY BY TELEPHONE:
                                 (800) 422-2077


                                       -6-