Exhibit 99(g)


THIS IS NEITHER AN OFFER TO EXCHANGE OR SELL NOR A SOLICITATION OF AN OFFER TO
EXCHANGE OR BUY ANY OF THESE SECURITIES. THE OFFERS ARE MADE ONLY BY THE
PROSPECTUS AND THE RESPECTIVE LETTER OF TRANSMITTAL AND THE OFFERS ARE NOT BEING
MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF THE
SECURITIES IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD
NOT BE IN COMPLIANCE WITH THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION.
IN ANY JURISDICTION WHERE THE SECURITIES OR BLUE SKY LAWS REQUIRE THE OFFERS TO
BE MADE BY A LICENSED BROKER OR DEALER, THE OFFERS ARE BEING MADE ON BEHALF OF
THE TRUST BY MERRILL LYNCH & CO., SMITH BARNEY INC., PRUDENTIAL SECURITIES INC.
OR ONE OR MORE OTHER BROKERS OR DEALERS WHICH ARE LICENSED UNDER THE LAWS OF
SUCH JURISDICTION.

                       NOTICE OF EXCHANGE OFFER TO HOLDERS
                                       OF

                                     [LOGO]

Citicorp Capital X                           Up to 12,900,000 Depositary Shares
___% Trust Originated Preferred              each representing a 1/10 interest 
Securities(sm) ("TOPrS(sm)"),                in a share of 8.00% Noncumulative 
redeemable on or after May 15,        for    Preferred Stock, Series 16, of    
2002 (or earlier upon the                    Citicorp, redeemable on or after  
occurrence of certain events                 June 1, 1998                      
described in the Prospectus)                                                   

Citicorp Capital XI                          Up to 13,900,000 Depositary Shares
___% TOPrS, redeemable on or after           each representing a 1/10 interest 
May 15, 2002 (or earlier upon the     for    in a share of 7.50% Noncumulative 
occurrence of certain events                 Preferred Stock, Series 17, of    
described in the Prospectus)                 Citicorp, redeemable on or after  
                                             September 1, 1998                 

Citicorp Capital XII                         Up to 4,900,000 Depositary Shares 
___% TOPrS, redeemable on or after           each representing a 1/10 interest 
May 15, 2002 (or earlier upon the     for    in a share of 8.30% Noncumulative 
occurrence of certain events                 Preferred Stock, Series 20, of    
described in the Prospectus)                 Citicorp, redeemable on or after  
                                             November 15, 1999                 

Citicorp Capital XIII                        Up to 5,900,000 Depositary Shares
___% TOPrS, redeemable on or after           each representing a 1/10 interest
May 15, 2002 (or earlier upon the     for    in a share of 8.50% Noncumulative
occurrence of certain events                 Preferred Stock, Series 21, of    
described in the Prospectus)                 Citicorp, redeemable on or after  
                                             February 15, 2000                 

Citicorp Capital XIV                         Up to 4,900,000 Depositary Shares 
___% TOPrS, redeemable on or after           each representing a 1/10 interest 
May 15, 2002 (or earlier upon the     for    in a share of 7.75% Cumulative    
occurrence of certain events                 Preferred Stock, Series 22, of    
described in the Prospectus)                 Citicorp, redeemable on or after  
                                             May 15, 2000                      


      Citicorp Capital X, Citicorp Capital XI, Citicorp Capital XII, Citicorp
Capital XIII and Citicorp Capital XIV, each a Delaware statutory business trust
(each a "Trust" and together the "Trusts"), are respectively offering, upon the
terms and subject to the conditions set forth in the Prospectus dated
_____________, 1997 (the "Prospectus") and the accompanying Letters of
Transmittal (each a "Letter of Transmittal" which, together with the Prospectus,
constitute an "Offer"), to exchange the Trust Originated Preferred
Securities(sm) of such Trust (the "TOPrS(sm)" or the "Capital Securities" of
such Trust)) for up to the Maximum Number (as defined below) of depositary
shares ("Depositary Shares"), each representing a 1/10 interest


________

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

<PAGE>

in a share of the series (a "Series") of Preferred Stock (the "Preferred Stock")
of Citicorp, a Delaware corporation, specified opposite the name of such Trust
above (the "Related Depositary Shares") not owned by Citicorp. Exchanges will be
made on the basis of one Capital Security of a particular Trust for each Related
Depositary Share validly tendered and accepted for exchange in the applicable
Offer up to the maximum aggregate number of such Related Depositary Shares set
forth above (with respect to any series of Related Depositary Shares, the
"Maximum Number"). If more than the Maximum Number of Depositary Shares for any
Series of Preferred Stock are validly tendered for exchange pursuant to the
applicable Offer and not withdrawn on or prior to the Expiration Date, as
defined herein, the applicable Trust will accept such Related Depositary Shares
on a pro rata basis. See "The Offers -- Terms of the Offers" in the Prospectus.
In connection with the Offers, Citicorp will deposit in each Trust as trust
assets its Junior Subordinated Debentures due 2027, as set forth in the
Prospectus.

--------------------------------------------------------------------------------
          EACH OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
          AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL __, 1997,UNLESS AN
                               OFFER IS EXTENDED.
--------------------------------------------------------------------------------


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

      Upon the terms and subject to the conditions of the applicable Offer
described in the Prospectus, each Trust will accept for exchange up to the
Maximum Number of Related Depositary Shares validly tendered and not withdrawn
prior to 5:00 p.m., New York City time, on April __, 1997, or if an Offer is
extended by the applicable Trust, in its sole discretion, the latest date and
time to which such Offer has been extended (with respect to each Offer, the
"Expiration Date"). Tenders of Related Depositary Shares pursuant to the
applicable Offer may be withdrawn at any time prior to the Expiration Date and,
unless accepted for exchange by the applicable Trust, may be withdrawn at any
time after 40 business days after the date of the Prospectus.

      Consummation of each Offer is conditioned on, among other things, tenders
by a sufficient number of holders of Related Depositary Shares, as of the
Expiration Date such that, upon exchange of Capital Securities for the
Depositary Shares, there will be at least 400 record or beneficial owners of at
least 1,000,000 Capital Securities to be issued by the related Trust in exchange
for such Related Depositary Shares (the "Minimum Distribution Condition"), which
condition may not be waived.

      Each Trust expressly reserves the right, in its sole discretion, subject
to applicable law, to (i) terminate its Offer, and not accept for exchange any
Related Depositary Shares and promptly return all tendered Depositary Shares
upon the failure of any of the conditions specified above or in "The Offers --
Conditions to the Offers" in the Prospectus, (ii) waive any condition to its
Offer (other than the Minimum Distribution Condition) and accept up to the
Maximum Number of Related Depositary Shares previously tendered pursuant to such
Offer, (iii) extend the Expiration Date of its Offer and retain all Related
Depositary Shares tendered pursuant to its Offer until the Expiration Date,
subject, however, to all withdrawal rights of holders, see "The Offers --
Withdrawal of Tenders" in the Prospectus, (iv) amend the terms of its Offer, (v)
modify the form of the consideration to be paid pursuant to its Offer or (vi)
terminate its Offer, not accept for exchange the Related Depositary Shares at
any time on or prior to the Expiration Date and promptly return the tendered
Depositary Shares, for any reason. Any amendment applicable to the Offer of a
particular Trust will apply to all Related Depositary Shares tendered pursuant
to such Offer. During any extension of the Offer of a particular Trust, all
Related Depositary Shares previously tendered pursuant to such Offer and not
withdrawn will remain subject to such Offer. The minimum period during which the
Offer of a particular Trust must remain open following material changes in the
terms of such Offer or the information concerning such Offer, other than a
decrease in the amount of Related Depositary Shares sought for exchange or a
change in the amount or form of consideration (for which the minimum period is
ten Business Days), depends upon the facts and


                                       -2-
<PAGE>

circumstances, including the materiality of the change or information. See "The
Offers -- Expiration Date; Extensions; Amendments; Termination" in the
Prospectus.

      The purpose of the Offers is to refinance the Preferred Stock underlying
the Depositary Shares with the relevant Capital Securities offered in exchange
therefor to achieve certain tax efficiencies while preserving Citicorp's
flexibility with respect to future financings.

      The Prospectus and applicable Letter of Transmittal contain important
information which should be read before any action is taken by holders of
Related Depositary Shares. Tenders into each Offer may be made only by a
properly completed and executed Letter of Transmittal applicable to such Offer
and in conformance with the terms thereof and of the Prospectus. The information
contained in the Prospectus, the applicable Letter of Transmittal and the other
offering documents is hereby incorporated in this notice by reference.

      With respect to each Offer, Citicorp will pay to Soliciting Dealers (as
defined in the Prospectus) designated by the record or beneficial owner, as
appropriate, of Related Depositary Shares a solicitation fee of $____ per
Related Depositary Share ($____ per Related Depositary Share with respect to the
solicitation of beneficial holders of 10,000 or more shares) validly tendered
and accepted for exchange pursuant to the applicable Offer, subject to certain
conditions. Soliciting Dealers are not entitled to a solicitation fee for
Related Depositary Shares beneficially owned by such Soliciting Dealers.

      The information required to be disclosed by paragraph (d)(1) of Rule 13e-4
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended, is contained in the Prospectus and is incorporated herein by
reference.

      The Prospectus and applicable Letter of Transmittal are first being sent
to holders of Related Depositary Shares on March __, 1997, and are being
furnished to brokers, dealers, banks and similar persons whose names, or names
of whose nominees, appear on the lists of holders of the Related Depositary
Shares or, if applicable, who are listed as participants in a clearing agency's
security position listing for subsequent transmittal to beneficial owners of
Related Depositary Shares.

      Any questions or requests for assistance may be directed to the
Information Agent and the Dealer Managers at the addresses and telephone numbers
set forth below. Requests for copies of the Prospectus, the applicable Letter of
Transmittal or the Notice of Guaranteed Delivery may be directed to the
Information Agent, at (800)223-2064, and copies will be forwarded promptly at
Citicorp's expense. Shareholders may also contact their broker, dealer,
commercial bank or trust company for assistance concerning the Offers.


                                       -3-
<PAGE>

                    THE INFORMATION AGENT FOR THE OFFERS IS:
                         [GEORGESON & COMPANY INC. LOGO]

                                Wall Street Plaza
                            New York, New York 10005
                           (800) 223-2064 (Toll-Free)
                         Banks and Brokers Call Collect:
                                 (212) 440-9800



                     THE DEALER MANAGERS FOR THE OFFERS ARE:


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


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


                                 March __, 1997




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