Filed pursuant to
Rule 424(b)(5)
Registration No. 33-64574

                            CITICORP
                       U.S. $3,000,000,000
            Global Medium-Term Senior Notes, Series D
                       U.S. $1,000,000,000
         Global Medium-Term Subordinated Notes, Series D
        Due From 9 Months to 60 Years From Date of Issue

Pricing Supplement, dated October 28, 1994
     (To Prospectus Supplement, dated July 25, 1994;
     to Prospectus, dated July 25, 1994)

                      DESCRIPTION OF NOTES

   The description of the Yen Notes set forth in this Pricing
Supplement supplements the description of general terms and
provisions of Citicorp's Global Medium-Term Senior Notes, Series D,
set forth in the accompanying Prospectus and Prospectus Supplement. 
To the extent any statement herein differs from a statement made in
such accompanying Prospectus or Prospectus Supplement, such
statement shall modify or supersede the statement made in such
Prospectus or Prospectus Supplement.  Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the accompanying Prospectus
or Prospectus Supplement.  For a description of certain risks
associated with the Yen Notes, see "FOREIGN CURRENCY RISKS" in the
accompanying Prospectus Supplement.


SUMMARY OF TERMS:
                           
Title of Notes:               4.76% Yen Senior Notes Due
                              February 14, 2000 (the "Yen Notes") 

Aggregate Principal Amount:   1,000,000,000 (Yen) (U.S. Equivalent
                              $10,300,352.35)

Price to Public:              100%

Specified Currency:           Japanese Yen

Issue Date:                   November 14, 1994

Stated Maturity:              February 14, 2000

Initial Interest Rate:        Three Month Yen LIBOR plus .125%, as
                              determined on the second  Market Day
                              preceding the Issue Date for the
                              period from the Issue Date to and
                              including February 14, 1995 (the
                              "Initial Interest Period"). For the
                              Initial Interest Period, interest on
                              the Yen Notes will be computed on
                              the basis of the actual number of
                              days elapsed divided by 360.

Interest Commencement Date:   November 14, 1994.

Interest Rate:                After the Initial Interest Period,
                              4.76%.  Interest on the Yen Notes,
                              other than the Initial Interest
                              Period, will be computed on the basis
                              of a 360-day year of twelve 30-day
                              months.

Interest Payment Dates:       Annually, each 14th day of February
                              and at Stated Maturity, provided that
                              if an Interest Payment Date is not a
                              Business Day in New York, New York
                              and Tokyo, Japan, then payment of
                              interest will not be made on such
                              date, but will be made on the next
                              succeeding day which is a Business
                              Day in New York, New York and Tokyo,
                              Japan with the same force and effect
                              as if made on the Interest Payment
                              Date and no interest shall accrue on
                              the amount so payable for the period
                              from and after such Interest Payment
                              Date.

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

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

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

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

Exchange Listing:             The Yen Notes will not be listed on
                              the Luxembourg Stock Exchange or any
                              other exchange.

Clearance Information:        The Yen Notes have been accepted for
                              clearance through Euroclear and
                              Cedel.
  
Selling Agent:                Citibank International PLC

Discount:                     0.125%


In this Pricing Supplement references to "Yen" and "(Yen symbol)"
are to Japanese Yen.  At approximately 8:00 a.m. Tokyo time on
October 28, 1994, the bid quotation from Citibank, N.A., Tokyo
branch was 97.085 Yen per United States dollar.

PAYMENT AND PAYING AGENTS

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

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

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

SELLING RESTRICTIONS

   The Yen Notes have not been and will not be registered under the
Securities and Exchange Law of Japan.  The Selling Agent has
represented and agreed that it has not offered and sold and will
not offer or sell, directly or indirectly, any Yen Notes in Japan
or to or for the benefit of any Japanese person (which term as used
herein means any person resident in Japan, including any
corporation or other entity organized under the laws of Japan) or
to others for reoffering or resale, directly or indirectly, in
Japan or to or for the benefit of any Japanese person prior to the
date which is 90 days after the issue date of the Yen Notes and
that thereafter it will offer or sell the Yen Notes in Japan or to
or for the benefit of a Japanese person only under circumstances
which will result in compliance with applicable laws and
regulations of Japan.

   The Yen Notes may not be offered or sold in the United Kingdom,
by means of any document, other than to persons whose ordinary
business it is to buy or sell shares or debentures, whether as
principal or agent (except in circumstances which do not constitute
an offer to the public within the meaning of the Companies Act
1985), and this Pricing Supplement and the accompanying Prospectus
Supplement and Prospectus may only be issued, distributed or passed
on to a person in the United Kingdom who is of a kind described in
Article 9(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1988 or is a person to whom
these documents may otherwise lawfully be issued, distributed or
passed on.