As filed with the Securities and Exchange Commission on October 28, 1996
                              Registration No. [ ]



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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

                                 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>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
               <S>                            <C>                <C>                 <C>                  <C>      

---------------------------------------------------------------------------------------------------------------------
          Title of securities               Amount to      Proposed maximum     Proposed maximum        Amount of
            to be registered              be registered    offering price per   aggregate offering    registration 
                                                           unit                 price                     fee
---------------------------------------------------------------------------------------------------------------------
Preferred securities of Citicorp              (1)                (2)                  (1)                 N/A
Capital I
---------------------------------------------------------------------------------------------------------------------
Preferred securities of Citicorp              (1)                (2)                  (1)                 N/A
Capital II
---------------------------------------------------------------------------------------------------------------------
Preferred securities of Citicorp              (1)                (2)                  (1)                 N/A
Capital III
---------------------------------------------------------------------------------------------------------------------
Preferred securities of Citicorp              (1)                (2)                  (1)                 N/A
Capital IV
---------------------------------------------------------------------------------------------------------------------
Guarantees by Citicorp of the
above-referenced preferred securities         (3)                (3)                  (3)                 N/A
========================================-----------------------------------------------------------------------------
Subordinated debt securities of Citicorp      (1)                (2)                  (1)                 N/A
=====================================================================================================================
         Total                            $1,000,000           N/A                $1,000,000             $303
=====================================================================================================================
</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 $100,000,000,  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) Includes the rights of holders of the Preferred Securities under the 
Guarantee and certain back-up undertakings, comprised of 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) and such obligations of 
Citicorp as set forth in the Amended and Restated Declaration of Trust of each 
Trust and the Subordinated Indenture, in each case as further described in the 
Registration Statement. The Guarantee, when taken together with Citicorp's 
obligations under the Subordinated Debt Securities, the Subordinated Indenture 
and the Amended and Restated Declaration of Trust, will provide a full and 
unconditional guarantee on a subordinated basis by Citicorp of payments due on 
the Preferred Securities. No separate consideration will be received for any 
Guarantees or such back-up obligations. 

The Registrants  hereby amend this Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrants shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933 or  until  this  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.


<PAGE>


                  SUBJECT TO COMPLETION, DATED OCTOBER 28, 1996
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  "Citicorp  Capital  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 Citicorp Capital Trust ("Preferred Securities").
The payment of periodic  cash  distributions  ("distributions")  with respect to
Preferred  Securities of each of the Citicorp  Capital Trusts out of moneys held
by each of the Citicorp Capital 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 Citicorp  Capital Trust, or a trustee of such
Citicorp  Capital 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  Citicorp   Capital  Trust.   The
Subordinated  Debt  Securities  purchased  by a  Citicorp  Capital  Trust may be
subsequently  distributed pro rata to holders of Preferred Securities and Common
Securities in connection  with the  dissolution  of such Citicorp  Capital Trust
upon the  occurrence  of certain  events as may be described in an  accompanying
Prospectus  Supplement.  The 

                                       1
<PAGE>

Subordinated  Debt  Securities  and the  Preferred Securities  and  the  related
Preferred  Securities  Guarantees  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 Citicorp  Capital  Trust,  the terms of which will
mirror  the terms of  the Subordinated Debt  Securities held  by the  Citicorp 
Capital 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  Citicorp  Capital  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 Citicorp Capital 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 ______, 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 Citicorp Capital Trusts with
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933,  as amended  (the  "Securities  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 Citicorp Capital 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  necessarily  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  set 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 Citicorp Capital 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  Citicorp  Capital  Trusts will be
owned,  directly or  indirectly,  by  Citicorp,  a reporting  company  under the
Exchange  Act,  (ii) each of the  Citicorp  Capital  Trusts  has no  independent
operations  but exists for the sole purpose of issuing  securities  representing
undivided  beneficial interests in the assets of such Citicorp Capital 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 of
Citicorp  Capital  Trusts 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  "Description  of  the   Subordinated   Debt  Securities"  and
"Description of the Preferred Securities Guarantees."

                                       4
<PAGE>


         The  Citicorp   Capital  Trusts  are  not  currently   subject  to  the
information  reporting  requirements  of the Exchange Act. The Citicorp  Capital
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 and June 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 (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 

                                       5
<PAGE>

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:

                         Nine Months
                            Ended
                        September 30,           Year Ended December 31,
                            1996         1995     1994     1993    1992     1991
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

         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.

                                 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

                                       6
<PAGE>

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.


                                   THE TRUSTS

         Each of the Trusts is a statutory  business trust formed under Delaware
law  pursuant  to (i) a separate  declaration  of trust  (each a  "Declaration")
executed  by the  Company,  as sponsor  for such trust (the  "Sponsor")  and the
Citicorp Capital Trustees (as defined herein) for such trust and (ii) the filing
of a certificate  of trust with the Delaware  Secretary of State.  Each Citicorp
Capital  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.  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 Citicorp  Capital  Trust.  Each  Citicorp  Capital  Trust
has a term of approximately 55  years, but may earlier  terminate  as  provided 
in the Declaration. Each  Citicorp Capital Trust's business and affairs will  be
conducted by the trustees (the  "Citicorp  Capital  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 Citicorp  Capital Trustees of a
Citicorp  Capital  Trust.  The duties and  obligations  of the Citicorp  Capital
Trustees shall be governed by the Declaration of such Citicorp  Capital Trust. 
Each Trust will have one or more Citicorp Capital Trustees  who are employees or
officers of or affiliated with the Company (the "Regular Trustees"). One 
Citicorp Capital Trustee of each Citicorp Capital Trust will be a financial  
institution which will be unaffiliated with the Company and which shall act as 
property 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 "Property Trustee"). In addition,  unless 
the Property Trustee maintains a principal place of business in the State of 
Delaware, and otherwise meets the requirements of applicable law, one Citicorp 
Capital Trustee of each Citicorp Capital 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 Citicorp  Capital  Trusts 
and the offering of Trust  Securities,  the payment of which will be guaranteed 
by the Company.  The office of the Delaware Trustee for each  Citicorp  Capital
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").  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

                                       7
<PAGE>

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 Citicorp
Capital  Trust or a trustee of such trust in  connection  with the  issuance  of
Trust  Securities  by  such  Citicorp  Capital  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 Citicorp  Capital 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 Citicorp Capital Trust or a trustee of such trust
in connection  with the issuance of Trust  Securities  by such Citicorp  Capital
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 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  specific  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 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, recapitalizations or similar
restructurings.

                                       8
<PAGE>

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  circumstances   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 provided 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.

Certain Covenants of the Company

         Securities  Issued to a Citicorp  Capital Trust. If  Subordinated  Debt
Securities are issued to a Citicorp  Capital Trust or a trustee of such trust in
connection with the issuance of Trust  Securities by such Citicorp Capital 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 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  to 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)  or make any  guarantee

                                       9
<PAGE>


payments with respect to the foregoing, 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.

         If Subordinated  Debt Securities are issued to a Citicorp Capital Trust
or a trustee of such trust in connection  with the issuance of Trust  Securities
by such  Citicorp  Capital  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 Citicorp
Capital  Trust or a trustee of such trust in  connection  with the  issuance  of
Trust  Securities  of such  Citicorp  Capital  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
Citicorp Capital 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 Citicorp
Capital  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 Citicorp  Capital Trust, the redemption of all
of the Trust  Securities of such Citicorp  Capital  Trust,  or certain  mergers,
consolidations  or  amalgamations,  each as permitted by the Declaration of such
Citicorp Capital 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 and (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.

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 Default  shall have  occurred and be  continuing  under the
Indenture.

Defaults, 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 a "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

                                       10
<PAGE>

         (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) any Event of Default.

         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:

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

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

         Unless an Event of Default shall have  occurred and be continuing  with
respect to a series of Subordinated Debt Securities,  neither the holders of the
Subordinated  Debt Securities nor the Debt Trustee may declare the  acceleration
of the payment of  principal  or  premium,  if any,  of such  Subordinated  Debt
Securities.

         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 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


                                       11
<PAGE>

                                                                             
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.

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.

                     DESCRIPTION OF THE PREFERRED SECURITIES

         Each  Citicorp  Capital  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 Citicorp  Capital Trust
authorizes  the Regular  Trustees  of such  Citicorp  Capital  Trust to issue on
behalf of such Citicorp  Capital 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

                                       12
<PAGE>

                                  
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 Citicorp Capital Trust
and described in the Prospectus Supplement relating thereto. Reference is made 
to the Prospectus Supplement relating to the Preferred Securities of the 
Citicorp Capital Trust for specific terms, including (i) the distinctive 
designation of such Preferred Securities; (ii) the number of Preferred 
Securities issued by such Citicorp Capital Trust; (iii) the annual distribution
rate (or method of determining such rate) for Preferred Securities issued by
such Citicorp Capital Trust and the date or dates upon which such distributions 
shall be payable; (iv) whether distributions on Preferred Securities issued by 
such Citicorp Capital 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 Citicorp Capital Trust shall be cumulative; (v) the 
amount or amounts which shall be paid out of the assets of such Citicorp Capital
Trust to the holders of Preferred Securities of such Citicorp Capital Trust upon
voluntary or involuntary dissolution, winding-up or termination of such Citicorp
Capital Trust; (vi) the obligation, if any, of such Citicorp Capital Trust to 
purchase or redeem Preferred Securities issued by such Citicorp Capital 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 Citicorp
Capital 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 Citicorp Capital 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 Citicorp Capital Trusts, or of both, as a condition to specified 
action or amendments to the Declaration of such Citicorp Capital 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 Citicorp Capital Trust not inconsistent
with the Declaration of such Citicorp  Capital Trust or with applicable law. All
Preferred  Securities  offered  hereby will be  guaranteed by the Company to the
extent  set  forth  below  under   "Description  of  the  Preferred   Securities
Guarantees." 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 Citicorp
Capital Trust will issue one series of Common  Securities.  The  Declaration  of
each Citicorp  Capital Trust  authorizes  the Regular  Trustees of such trust to
issue on behalf of such Citicorp  Capital 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  Securities  issued by a Citicorp Capital 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 Citicorp  Capital Trustees of a Citicorp Capital Trust. All of the Common
Securities of each Citicorp  Capital 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  Citicorp  Capital
Trust occurs and is continuing, then the holders of Preferred Securities of such
Citicorp  Capital  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 Citicorp  Capital 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

                                       13
<PAGE>

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 
Citicorp Capital 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 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 otherwise
payable (or in the case of redemption, on the redemption date), then a holder of
Preferred Securities of such Citicorp Capital 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 Citicorp Capital Trust.

General

         Pursuant to each  Preferred  Securities  Guarantee,  the  Company  will
irrevocably and  unconditionally  agree, to the extent set forth therein, to pay
in full, to the holders of the Preferred Securities issued by a Citicorp Capital
Trust, the Guarantee  Payments (as defined herein) (except to the extent paid by
such Citicorp Capital Trust), as and when due, regardless of any defense,  right
of set-off or counterclaim which such Citicorp Capital Trust may have or assert.
The following payments with respect to Preferred Securities issued by a Citicorp
Capital  Trust  to the  extent  not paid by such  Citicorp  Capital  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
Citicorp Capital 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 Citicorp Capital Trust has funds
available  therefor  with  respect  to  any  Preferred   Securities  called  for
redemption  by such  Citicorp  Capital  Trust  and  (iii)  upon a  voluntary  or
involuntary  dissolution,  winding-up or  termination  of such Citicorp  Capital
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  Citicorp  Capital  Trust  has funds
available  therefor and (b) the amount of assets of such Citicorp  Capital Trust
remaining available for distribution to holders of such Preferred  Securities in
liquidation of such Citicorp Capital Trust. The redemption price and 

                                       14
<PAGE>


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 Citicorp Capital 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 Citicorp Capital Trust shall have funds
available  therefor.  If the  Company  does not make  interest  payments  on the
Subordinated  Debt  Securities  purchased  by a  Citicorp  Capital  Trust,  such
Citicorp Capital Trust will not pay  distributions  on the Preferred  Securities
issued  by such  Citicorp  Capital  Trust  and  will not  have  funds  available
therefor.  See  "Description  of the  Subordinated  Debt  Securities  -- Certain
Covenants  of the  Company."  The  Preferred  Securities  Guarantee,  when taken
together with the Company's  obligations under the Subordinated Debt Securities,
the  Indenture and the  Declaration,  including  its  obligations  to pay costs,
expenses,  debts and liabilities of such Citicorp Capital 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   and
unconditionally  guarantee the  obligations of the Citicorp  Capital Trusts with
respect 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  Securities  issued by the applicable  Citicorp Capital
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  Citicorp  Capital  Trust,  then (a) the Company  shall not
declare or pay any  dividend  on,  make any  distributions  with  respect to, or
redeem, purchase or make 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 the  satisfaction  by Citicorp of its obligations
pursuant to any contract or security  requiring  Citicorp to purchase  shares of
Citicorp  Common  Stock,  (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)  or make any guarantee  payments
with respect to the  foregoing 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.

Modification of the Preferred Securities Guarantees; Assignment

         Except with respect to any changes  which do not  adversely  affect the
rights  of  holders  of  Preferred  Securities  (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  Citicorp
Capital  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  Citicorp  Capital  Trust  then
outstanding.

                                       15
<PAGE>


Termination

         Each Preferred  Securities Guarantee will terminate as to the Preferred
Securities issued by the applicable Citicorp Capital Trust (a) upon full payment
of the  Redemption  Price of all Preferred  Securities of such Citicorp  Capital
Trust, (b) upon  distribution of the  Subordinated  Debt Securities held by such
Citicorp  Capital  Trust to the  holders  of the  Preferred  Securities  of such
Citicorp  Capital  Trust or (c) upon full  payment  of the  amounts  payable  in
accordance with the Declaration of such Citicorp  Capital Trust upon liquidation
of such  Citicorp  Capital  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  Citicorp
Capital  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  Citicorp Capital 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 Citicorp  Capital 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  Citicorp
Capital 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 

                                       16
<PAGE>


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 liabilities
which might be incurred thereby.

         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
Citicorp  Capital Trusts is to issue the Trust Securities  evidencing  undivided
beneficial  interests in the assets of each of the Citicorp Capital 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  Citicorp  Capital Trust shall not be
obligated  to pay,  directly  or  indirectly,  all costs,  expenses,  debt,  and
obligations of the applicable Citicorp Capital 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  Citicorp
Capital  Trust  to,  among  other  things,  engage in any  activity  that is not
consistent with the purposes of the applicable Citicorp Capital Trust.

         Payments of distributions  (to the extent funds therefor are available)
and other payments due on the Preferred 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  Citicorp Capital Trust, it is expected that the applicable  Citicorp
Capital  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 Citicorp Capital 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  Citicorp Capital Trust as its sole asset.  The Preferred  Securities
Guarantee,   when  taken  together  with   Citicorp's   obligations   under  the
Subordinated  Debt  Securities and the Indenture and its  obligations  under the
Declaration,  including  its  obligations  to pay  costs,  expenses,  debts  and
liabilities of the applicable Citicorp Capital Trust (other than with respect to
the Trust Securities),  provide a full and unconditional guarantee of amounts on
the Preferred Securities.

         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  accompanying  Prospectus  Supplement,  may  

                                       17
<PAGE>


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. 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 Citicorp Capital Trust, 
the Guarantee Trustee, or any other person or entity.

         Citicorp and each of the Citicorp Capital Trusts believe that the above
mechanisms and obligations, taken together, provide a full and unconditional 
guarantee by Citicorp of payments due on the Preferred Securities. See 
"Description of the Preferred Securities Guarantees -- General."

                              PLAN OF DISTRIBUTION

         Citicorp may sell the  Subordinated  Debt  Securities  and any Citicorp
Capital 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 Citicorp  Capital  Trust,  as the case may be, or by agents
designated by Citicorp  and/or any Citicorp  Capital 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 commissions  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 Citicorp
Capital  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.

                                       18
<PAGE>


         Agents,  underwriters,  and dealers may be entitled  under the relevant
agreements to  indemnification by Citicorp and/or any Citicorp Capital 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  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  Citicorp  Capital
Trusts by Morris,  Nichols,  Arsht & Tunnell,  special  Delaware  counsel to the
Citicorp Capital 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."

                                       19
<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.............................$     *
     Legal Fees and Expenses...........................................      * 
     Accounting Fees and Expenses......................................      *  
     Blue Sky Fees and Expenses........................................      * 
     Printing and Engraving Fees.......................................      * 
     Listing Fees......................................................      * 
     Miscellaneous.....................................................      *
          Total........................................................$     *
----------
  *To be supplied by amendment.

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 entitled 

                                      II-1
<PAGE>


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 (1) 
     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.)(1)
     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.)(1)
     4(c) -- Form of Amended and Restated Declaration of Trust to be used in 
             connection with the issuance of Preferred Securities.(1) 
     4(d) -- Form of Indenture between Citicorp and Wilmington Trust Company, 
             as Trustee.(1)
     4(e) -- Form of Supplemental Indenture to be used in connection with the 
             issuance of Subordinated Debt Securities and Preferred Securities. 
             (1) 
     4(f) -- Form of Preferred Security (included in 4(c) above).  
     4(g) -- Form of Subordinated Debt Security (included in 4(d) above).  
     4(h) -- Form of Guarantee with respect to Preferred Securities. (1) 
     5(a) -- Opinion and consent of Stephen E. Dietz, Associate General Counsel 
             of Citibank, N.A. (1) 

                                      II-2
<PAGE>


     5(b) -- Opinion and consent of Morris, Nichols, Arsht & Tunnell. (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)).  
     24   -- Powers of  Attorney.  
     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)  To be filed by amendment.  
     (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.

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, 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

                                      II-3
<PAGE>


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 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 October 28, 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  Registration
Statement has been signed below on October 28, 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

                                                 Executive Vice President
          /s/ Thomas E. Jones                    (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
<PAGE>



                                Index of Exhibits

     1(a) -- Form of Underwriting Agreement--Preferred Securities (1)
     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.) (1)
     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.) (1)
     4(c) -- Form of Amended and Restated Declaration of Trust to be used in 
             connection with the issuance of Preferred Securities. (1)
     4(d) -- Form of Indenture between Citicorp and Wilmington Trust Company, as
             Trustee. (1)
     4(e) -- Form of Supplemental Indenture to be used in connection with the 
             issuance of Subordinated Debt Securities and Preferred Securities. 
             (1)
     4(f) -- Form of Preferred Security (included in 4(c) above).
     4(g) -- Form of Subordinated Debt Security (included in 4(d) above).
     4(h) -- Form of Guarantee with respect to Preferred Securities. (1)
     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)
    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)).
    24    -- Powers of Attorney.
    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)

                                      II-8
<PAGE>



    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)  To be filed by amendment.
      (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.

                                      II-9
<PAGE>


Exhibit 24

A power of attorney in the following  form has been executed by each director of
Citicorp.


                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE  PRESENTS,  that the  undersigned  Director
and/or Officer of CITICORP,  a Delaware  corporation,  and/or CITIBANK,  N.A., a
national  association  hereby constitutes and appoints each of GREGORY C. EHLKE,
PETER M. GALLANT,  ANN M.  GOODBODY,  JOHN F. RICE and MARTIN A. WATERS his true
and lawful attorney and agent, in the name and on behalf of the undersigned,  to
do any and all acts and things in  connection  with the  registration  statement
dated the date hereof (the "Registration Statement") to be filed with the United
States  Securities and Exchange  Commission or the Office of the  Comptroller of
the Currency, including specifically, but without limiting the generality of the
foregoing,  the power and authority to execute the Registration Statement in the
name of the  undersigned in his capacity as Director  and/or Officer of Citicorp
and/or  Citibank,  N.A.,  any  and  all  amendments,   including  post-effective
amendments, to the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration  Statement or amendments
thereto, any and all documents and instruments which the said attorney and agent
may deem  necessary or advisable to enable  Citicorp  and/or  Citibank,  N.A. to
comply with the Securities Act of 1933, as amended,  the Securities Exchange Act
of 1934,  as amended,  and any rules and  regulations  and  requirements  of the
United States Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the Currency,  and any
and all  documents  and  instruments  which the said attorney and agent may deem
necessary or advisable to enable Citicorp and/or  Citibank,  N.A. to comply with
the  securities  or other  similar laws of  jurisdictions  outside of the United
States of America in respect thereof; and

           HEREBY  RATIFIES AND CONFIRMS all that the said attorneys and agents,
or any of them, has done, shall do or cause to be done by virtue hereof; and

           HEREBY REVOKES all prior powers of attorney relating to the foregoing
acts.

           IN WITNESS WHEREOF, the undersigned has hereunto set his hand.


Dated: October 28, 1996.