8-A12G

            SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C.  20549

                 _________________________

                         FORM 8-A
     FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
         PURSUANT TO SECTION 12 (b) OR (g) OF THE
              SECURITIES EXCHANGE ACT OF 1934

                _________________________


                         Citicorp

  (Exact name of registrant as specified in its charter)


    Delaware                             13-2614988       
- ---------------                       ----------------
(State or other jurisdiction of        (I.R.S. Employer
incorporation or organization)        Identification No.)

    399 Park Avenue
    New York, New York                      10043
 ---------------------------          ----------------
  (Address of principal                    Zip Code      
   executive offices)

          SECURITIES TO BE REGISTERED PURSUANT TO
                SECTION 12 (b) OF THE ACT:

                                             Name of each exchange
Title of each class                               on which each
class is
to be so registered                               to be registered

Depositary Shares each
representing a one-tenth
interest in a Share of 8 1/2% Noncumulative
Preferred Stock, Series 21
(Without Par Value)
(the "Depositary Shares")                              New York
Stock Exchange

             SECURITIES TO BE REGISTERED PURSUANT TO
                   SECTION 12 (g) OF THE ACT:

8 1/2% Noncumulative Preferred Stock, Series 21 (Without Par Value)
(the "Preferred Stock")

Item 1. Description of Registrant's Securities.

         1.1  For a description of the Preferred Stock, reference
is hereby made to the description
of the Preferred Stock contained in the Prospectus dated February
6, 1995 as supplemented by
the Prospectus Supplement dated February 6, 1995 relating to the
Preferred Stock filed with the
Securities and Exchange Commission pursuant to Rule 424 (b) under
the Securities Act of 1933
(File No. 33-64574) and incorporated herein by reference (see in
particular "Description of Series
21 Preferred Stock" in the Prospectus Supplement and "Description
of Preferred Stock" in the
Prospectus).

         1.2  For a description of the Depositary Shares, reference
is hereby made to the
description of the Depositary Shares contained in the Prospectus
dated February 6, 1995 as
supplemented by the Prospectus Supplement dated February 6, 1995
referred to above and
incorporated herein by reference (see in particular "Description of
Depositary Shares" in the
Prospectus Supplement and the Prospectus). 

Item 2. Exhibits.

         2.1  Deposit Agreement. 

         2.2  Certificate of Designations, authorizing the issuance
and establishing the designation,
preferences and rights of the Preferred Stock.


SIGNATURES

         Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly
caused this Registration Statement on Form 8-A to be signed on its
behalf by the
undersigned, thereunto duly authorized.




CITICORP                                      
Registrant                                    


By:  /s/ Michael T. Nugent              
__________________________                                        
Michael T. Nugent
Vice President
                                                      






Date:  February 16, 1995

EX-2

                                                                  
                                        Exhibit 2.1
                                    DEPOSIT AGREEMENT

DEPOSIT AGREEMENT dated as of February 15, 1995, among CITICORP, a
Delaware corporation, Citibank, N.A., a national banking
association, and the holders from time to
time of the Receipts described herein.

                  WHEREAS, it is desired to provide, as hereinafter
set forth in this Deposit
Agreement, for the deposit of shares of 8 1/2% Noncumulative
Preferred Stock, Series 21, without
par value, of Citicorp with the Depositary for the purposes set
forth in this Deposit Agreement and
for the issuance hereunder of Receipts evidencing Depositary Shares
in respect of the Stock so
deposited; and 

                  WHEREAS, the Receipts are to be substantially in
the form of Exhibit A annexed
hereto, with appropriate insertions, modifications and omissions,
as hereinafter provided in this
Deposit Agreement;

                  NOW, THEREFORE, in consideration of the premises,
the parties hereto agree as
follows:

                                                       ARTICLE I
                                                      Definitions

                  The following definitions, in addition to the
definitions included elsewhere in this
Deposit Agreement, shall for all purposes, unless otherwise
indicated, apply to the respective terms
used in this Deposit Agreement:

                  "Certificate" shall mean the certificate of
designations filed with the Secretary of State
of the State of Delaware establishing the Stock as a series of
preferred stock of the Company.                        

                  "Company" shall mean Citicorp, a Delaware
corporation, and its successors.

                  "Deposit Agreement" shall mean this Deposit
Agreement, as amended or
supplemented from time to time.

                  "Depositary" shall mean Citibank, N.A., and any
successor as Depositary hereunder.

                  "Depositary Shares" shall mean Depositary Shares,
each representing a one-tenth
interest in a share of Stock and evidenced by a Receipt.

                  "Depositary's Agent" shall mean any agent
appointed by the Depositary pursuant to
Section 7.05.

                  "Depositary's Office" shall mean the principal
office of the Depositary in New York
City, at which at any particular time its depositary receipt
business shall be administered.

                  "Receipt" shall mean one of the Depositary
Receipts issued hereunder by the
Depositary, whether in definitive or temporary form, evidencing
interests held in Depositary Shares
in substantially the form set forth in Exhibit A hereto.  If the
context so requires, the term "Receipt"
shall be deemed to include the DTC Receipt (as defined in Section
2.01 hereof).

                  "record holder" as applied to a Receipt shall
mean the person in whose name a
Receipt is registered on the books of the Depositary maintained for
such purpose.

                  "Registrar" shall mean any bank or trust company
which shall be appointed to register
ownership and transfers of Receipts as herein provided.

                  "Securities Act" shall mean the Securities Act of
1933, as amended.

                  "Stock" shall mean shares of the Company's 8 1/2%
Noncumulative Preferred Stock,
Series 21, without par value.


                      ARTICLE II
Book-Entry Form, Form of Receipts, Deposit of Stock,
Execution and Delivery, Transfer, Surrender and Redemption of Receipts

                  SECTION 2.01.              Book-Entry Form; Form
and Transfer of Receipts.  The
Company and the Depositary shall make application to The Depository
Trust Company ("DTC") for
acceptance of all or a portion of the Receipts for its book-entry
settlement system.  The Company
hereby appoints the Depositary acting through any authorized
officer thereof as its attorney-in-fact,
with full power to delegate, for purposes of executing any
agreements, certifications or other
instruments or documents necessary or desirable in order to effect
the acceptance of such Receipts
for DTC eligibility, including but not limited to the FAST Balance
Certificate Agreement between
the Depositary and DTC (the "FAST Agreement"), a copy of which is
attached as Exhibit B.  So long
as the Receipts are eligible for book-entry settlement with DTC
except as provided for in Section
2.09 of this Deposit Agreement, or unless otherwise required by
law, all Depositary Shares to be
traded on the New York Stock Exchange with book-entry settlement
through DTC shall be
represented by a single receipt (the "DTC Receipt") which shall be
deposited with DTC (or its
designee) evidencing all such Depositary Shares and registered in
the name of the nominee of DTC
(initially expected to be Cede & Co.).  Citibank, N.A. or such
other entity as is agreed to by DTC
may hold the DTC Receipt as custodian for DTC.  During any period
in which any Depositary Shares
are evidenced by the DTC Receipt except as expressly provided for
in Section 2.09 of this Deposit
Agreement, no person acquiring Depositary Shares traded on the New
York Stock Exchange with
book-entry settlement through DTC shall receive or be entitled to
receive physical delivery of the
Receipts evidencing such Depositary Shares.  Ownership of
beneficial interests in the DTC Receipt
shall be shown on, and the transfer of such ownership shall be
effected through, records maintained
by (i) DTC or its nominee for such DTC Receipt, or (ii)
institutions that have accounts with DTC.

         If DTC subsequently ceases to make its book-entry
settlement system available for the
Receipts, the Company may instruct the Depositary regarding making
other arrangements for book-
entry settlement.  In the event that the Receipts are not eligible
for, or it is no longer necessary to
have the Receipts available in book-entry form, the Depositary
shall provide written instructions to
DTC to deliver to the Depositary for cancellation the DTC Receipt,
and the Company shall instruct
the Depositary to deliver to the beneficial owners of the
Depositary Shares previously evidenced by
the DTC Receipt definitive Receipts in physical form evidencing
such Depositary Shares.  Such
definitive Receipts shall be in the form annexed hereto as Exhibit
A with appropriate insertions,
modifications and omissions, as hereafter provided.

         The beneficial owners of Depositary Shares shall, except
as stated above with respect to
Depositary Shares in book-entry form represented by the DTC
Receipt, be entitled to receive
Receipts in physical, certificated form as herein provided.

         The Receipts may be typewritten, in the case of the DTC
Receipt, and otherwise shall, upon
notice by the Company to the Depositary, be definitive Receipts
which shall be engraved or printed
or lithographed on steel-engraved borders and shall be
substantially in the form set forth in Exhibit
A annexed to this Deposit Agreement, with appropriate insertions,
modifications and omissions, as
hereinafter provided.  The DTC Receipt shall bear such legend or
legends as may be required by
DTC in order for it to accept the Depositary Shares for its
book-entry settlement system.  Until such
time as the Receipts are so engraved or printed or lithographed in
accordance with the preceding
sentence, the Depositary, upon the written order of the Company or
any holder of Stock, as the case
may be, delivered in compliance with Section 2.02, shall execute
and deliver temporary Receipts
which are printed, lithographed, typewritten, mimeographed or
otherwise substantially of the tenor
of the definitive Receipts in lieu of which they are issued and
with such appropriate insertions,
omissions, substitutions and other variations as the persons
executing such Receipts may determine,
as evidenced by their execution of such Receipts.  After the
preparation of definitive Receipts, the
temporary Receipts shall be exchangeable for definitive Receipts
upon surrender of the temporary
Receipts at the Depositary's Office, without charge to the holder. 
Upon surrender for cancellation
of any one or more temporary Receipts, the Depositary shall execute
and deliver in exchange therefor
definitive Receipts representing the same number of Depositary
Shares as represented by the
surrendered temporary Receipt or Receipts.  Such exchange shall be
made at the Company's expense
and without any charge therefor to the holder of the Receipts. 
Until so exchanged, the temporary
Receipts shall in all respects be entitled to the same benefits
under this Deposit Agreement, and with
respect to the Stock, as definitive Receipts.

                  Receipts shall be executed by the Depositary by
the manual signature of a duly
authorized officer of the Depositary, provided that such signature
may be a facsimile if a Registrar
for the Receipts (other than the Depositary) shall have been
appointed and such Receipts are
countersigned by manual signature of a duly authorized officer of
the Registrar.  No Receipt shall
be entitled to any benefits under this Deposit Agreement or be
valid or obligatory for any purpose
unless it shall have been executed manually by a duly authorized
officer of the Depositary or, if a
Registrar for the Receipts (other than the Depositary) shall have
been appointed, by manual or
facsimile signature of a duly authorized officer of the Depositary
and countersigned manually by a
duly authorized officer of such Registrar.  The Depositary shall
record on its books each Receipt so
signed and delivered as hereinafter provided.

                  Receipts shall be in denominations of any number
of whole Depositary Shares. 

                  Receipts may be endorsed with or have
incorporated in the text thereof such legends
or recitals or changes not inconsistent with the provisions of this
Deposit Agreement as may be
required by the Depositary or required to comply with any
applicable law or any regulation or with
the rules and regulations of any securities exchange upon which the
Stock, the Depositary Shares or
the Receipts may be listed or to conform with any usage with
respect thereto, or to indicate any
special limitations or restrictions to which any particular
Receipts are subject.

                  Subject to any limitations set forth in a Receipt
or in this Deposit Agreement, title
to Depositary Shares evidenced by a Receipt which is properly
endorsed or accompanied by a
properly executed instrument of transfer, shall be transferable by
delivery with the same effect as in
the case of a negotiable instrument; provided, however, that until
transfer of a Receipt shall be
registered on the books of the Depositary as provided in Section
2.04, the Depositary may,
notwithstanding any notice to the contrary, treat the record holder
thereof at such time as the
absolute owner thereof for the purpose of determining the person
entitled to distributions of
dividends or other distributions, the exchange of Depositary Shares
for Stock, the right to exchange
Receipts pursuant to Section 2.09 or to any notice provided for in
this Deposit Agreement and for
all other purposes.

                  SECTION 2.02.              Deposit of Stock;
Execution and Delivery of Receipts in
Respect Thereof.  Subject to the terms and conditions of this
Deposit Agreement, the Company or
any holder of Stock may from time to time deposit shares of the
Stock under this Deposit Agreement
by delivery to the Depositary of a certificate or certificates for
the Stock to be deposited, properly
endorsed or accompanied, if required by law or the Depositary, by
a duly executed instrument of
transfer or endorsement, in form satisfactory to the Depositary,
together with all such certifications
as may be required by the Depositary in accordance with the
provisions of this Deposit Agreement,
and together with a written order of the Company or such holder, as
the case may be, directing the
Depositary to execute and deliver to, or upon the written order of,
the person or persons stated in
such order a Receipt or Receipts for the number of Depositary
Shares representing such deposited
Stock.

                  Deposited Stock shall be held by the Depositary
at the Depositary's Office or at such
other place or places as the Depositary shall determine.

                  Upon receipt by the Depositary of a certificate
or certificates for Stock deposited in
accordance with the provisions of this Section, together with the
other documents required as above
specified, and upon recordation of the Stock on the books of the
Company in the name of the
Depositary or its nominee, the Depositary, subject to the terms and
conditions of this Deposit
Agreement, shall execute and deliver, to or upon the order of the
Company or a holder of Stock
depositing shares of Stock in accordance with the first paragraph
of this Section, a Receipt or
Receipts for the number of Depositary Shares representing the Stock
so deposited and registered in
such name or names as may be requested by the Company or such
holder.  The Depositary shall
execute and deliver such Receipt or Receipts at the Depositary's
Office or such other offices, if any,
as the Depositary may designate.  Delivery at other offices shall
be at the risk and expense of the
person requesting such delivery.  The DTC Receipt shall provide
that it shall evidence the aggregate
amount of Depositary Shares from time to time indicated in the
records of the Depositary and that
the aggregate amount of Depositary Shares evidenced thereby may
from time to time be increased
or decreased by making adjustments on such records of the
Depositary.

                  Other than in the case of splits, combinations or
other reclassifications affecting the
Stock, or in the case of dividends or other distributions of Stock,
if any, there shall be deposited
hereunder not more than 600,000 shares of Stock.

                  SECTION 2.03.              Redemption of Stock. 
Whenever the Company shall elect to
redeem shares of Stock in accordance with the provisions of the
Certificate, it shall (unless otherwise
agreed to in writing with the Depositary) give the Depositary not
less than 40 nor more than 70 days'
notice of the date of such proposed redemption of Stock and of the
number of such shares held by
the Depositary to be so redeemed and the applicable redemption
price, as set forth in the Certificate,
which notice shall be accompanied by a certificate from the Company
stating that such redemption
of Stock is in accordance with the provisions of the Certificate. 
Such notice, if given more than 60
days prior to the redemption date, shall be in addition to the
notice required to be given for
redemption pursuant to the Certificate.  On the date of such
redemption, provided that the Company
shall then have paid in full to the Depositary the redemption price
of the Stock to be redeemed, plus
any accrued and unpaid dividends thereon from the immediately
preceding dividend payment date 
to the date of redemption, the Depositary shall redeem the number
of Depositary Shares representing
such Stock.  The Depositary shall mail notice of such redemption
and the proposed simultaneous
redemption of the number of Depositary Shares representing the
Stock to be redeemed by first-class
mail, postage prepaid, not less than 30 and not more than 60 days
prior to the date fixed for
redemption of such Stock and Depositary Shares (the "Redemption
Date"), to the record holders of
the Receipts evidencing the Depositary Shares to be so redeemed, at
the addresses of such holders
as they appear on the records of the Depositary; but neither
failure to mail any such notice to one
or more such holders nor any defect in any notice to one or more
such holders shall affect the
sufficiency of the proceedings for redemption as to other holders. 
Each such notice shall state: (i)
the Redemption Date; (ii) the number of Depositary Shares to be
redeemed and, if less than all the
Depositary Shares held by any such holder are to be redeemed, the
number of such Depositary
Shares held by such holder to be so redeemed; (iii) the redemption
price; (iv) the place or places
where Receipts evidencing Depositary Shares are to be surrendered
for payment of the redemption
price; and (v) that dividends in respect of the Stock represented
by the Depositary Shares to be
redeemed will cease to accumulate on such Redemption Date.  In case
less than all the outstanding
Depositary Shares are to be redeemed, the Depositary Shares to be
so redeemed shall be selected
by lot or pro rata as may be determined by the Depositary to be
equitable.

                  Notice having been mailed by the Depositary as
aforesaid, from and after the
Redemption Date (unless the Company shall have failed to redeem the
shares of Stock to be
redeemed by it as set forth in the Company's notice provided for in
the preceding paragraph) all
dividends in respect of the shares of Stock so called for
redemption shall cease to accrue, the
Depositary Shares being redeemed from such proceeds shall be deemed
no longer to be outstanding,
all rights of the holders of Receipts evidencing such Depositary
Shares (except the right to receive
the redemption price therefor) shall, to the extent of such
Depositary Shares, cease and terminate
and, upon surrender in accordance with such notice of the Receipts
evidencing any such Depositary
Shares called for redemption (properly endorsed or assigned for
transfer, if the Depositary shall so
require), such Depositary Shares shall be redeemed by the
Depositary at a redemption price per
Depositary Share equal to one-tenth of the redemption price per
share paid in respect of the shares
of Stock so redeemed plus all money and other property, if any,
represented by such Depositary
Shares, including all amounts paid by the Company in respect of
accrued and unpaid dividends
(whether or not declared) to the date of redemption.

                  If less than all the Depositary Shares evidenced
by a Receipt are called for
redemption, the Depositary will deliver to the holder of such
Receipt upon its surrender to the
Depositary, together with the redemption payment, a new Receipt
evidencing the Depositary Shares
evidenced by such prior Receipt and not called for redemption.

                  SECTION 2.04.              Registration of
Transfer of Receipts.  Subject to the terms and
conditions of this Deposit Agreement, the Depositary shall register
on its books from time to time
transfers of Receipts upon any surrender thereof by the holder in
person or by duly authorized
attorney, properly endorsed or accompanied by a properly executed
instrument of transfer. 
Thereupon the Depositary shall execute a new Receipt or Receipts
evidencing the same aggregate
number of Depositary Shares as those evidenced by the Receipt or
Receipts surrendered and deliver
such new Receipt or Receipts to or upon the order of the person
entitled thereto.

                  SECTION 2.05.              Split-ups and
Combinations of Receipts; Surrender of Receipts
and Withdrawal of Stock.  Upon surrender of a Receipt or Receipts
at the Depositary's Office or at
such other offices as it may designate for the purpose of effecting
a split-up or combination of such
Receipt or Receipts, and subject to the terms and conditions of
this Deposit Agreement, the
Depositary shall execute and deliver a new Receipt or Receipts in
the authorized denomination or
denominations requested, evidencing the aggregate number of
Depositary Shares evidenced by the
Receipt or Receipts surrendered.

                  Any holder of a Receipt or Receipts representing
any number of whole shares of
Stock (or such holder's duly authorized attorney) may withdraw the
Stock and all money and other
property, if any, represented thereby by surrendering such Receipt
or Receipts at the Depositary's
Office or at such other offices as the Depositary may designate for
such withdrawals.  If such holder's
Depositary Shares are being held by DTC or its nominee pursuant to
Section 2.01, such holder shall
request, in accordance with Section 2.09, withdrawal from the
book-entry system of the number of
Depositary Shares specified in the preceding sentence.  Thereafter,
without unreasonable delay, the
Depositary shall deliver to such holder, or to the person or
persons designated by such holder as
hereinafter provided, the number of whole shares of Stock and all
money and other property, if any,
represented by the Receipt or Receipts so surrendered for
withdrawal, but holders of such whole
shares of Stock will not thereafter be entitled to deposit such
Stock hereunder or to receive
Depositary Shares in exchange therefor.  If a Receipt delivered by
the holder to the Depositary in
connection with such withdrawal shall evidence a number of
Depositary Shares in excess of the
number of Depositary Shares representing the number of whole shares
of Stock to be so withdrawn,
the Depositary shall at the same time, in addition to such number
of whole shares of Stock and such
money and other property, if any, to be so withdrawn, deliver to
such holder, or to the person or
persons designated by such holder as hereinafter provided, a new
Receipt evidencing such excess
number of Depositary Shares.  Delivery of the Stock and money and
other property being withdrawn
may be made by the delivery of such certificates, documents of
title and other instruments as the
Depositary may deem appropriate.

                  Stock delivered pursuant to the preceding
paragraph may be endorsed with or have
incorporated in the text thereof such legends or recitals or
changes not inconsistent with the
provisions of this Deposit Agreement as may be required by the
Depositary or required to comply
with any applicable law or any regulation thereunder or with the
rules and regulations of any
securities exchange upon which the Stock may be listed or to
conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to
which any particular shares of Stock
are subject.

                  If the Stock and the money and other property
being withdrawn are to be delivered
to a person or persons other than the record holder of the Receipt
or Receipts being surrendered
for withdrawal of Stock, such holder shall execute and deliver to
the Depositary a written order so
directing the Depositary and the Depositary may require that the
Receipt or Receipts surrendered
by such holder for withdrawal of such shares of Stock be properly
endorsed in blank or accompanied
by a properly executed instrument of transfer in blank.

                  Delivery of the Stock and the money and other
property, if any, represented by
Receipts surrendered for withdrawal shall be made by the Depositary
at the Depositary's Office,
except that, at the request, risk and expense of the holder
surrendering such Receipt or Receipts and
for the account of the holder thereof, such delivery may be made at
such other place as may be
designated by such holder.

                  SECTION 2.06.              Limitations on
Execution and Delivery, Transfer, Surrender and
Exchange of Receipts.  As a condition precedent to the execution
and delivery, registration of
transfer, split-up, combination, surrender or exchange of any
Receipt, the Depositary, any of the
Depositary's Agents or the Company may require payment to it of a
sum sufficient for the payment
(or, in the event that the Depositary or the Company shall have
made such payment, the
reimbursement to it) of any charges or expenses payable by the
holder of a Receipt pursuant to
Section 5.07 (or evidence reasonably satisfactory to the Company
that such charges and expenses
have been paid), may require the production of evidence
satisfactory to it as to the identity and
genuineness of any signature and may also require compliance with
such regulations, if any, as the
Depositary or the Company may establish consistent with the
provisions of this Deposit Agreement.

                  The deposit of Stock may be refused, the delivery
of Receipts against Stock may be
suspended, the registration of transfer of Receipts may be refused
and the registration of transfer,
surrender or exchange of outstanding Receipts may be suspended (i)
during any period when the
register of stockholders of the Company is closed or (ii) if any
such action is deemed necessary or
advisable by the Depositary, any of the Depositary's Agents or the
Company at any time or from time
to time because of any requirement of law or of any government or
governmental body or commission
or under any provision of this Deposit Agreement.

                  SECTION 2.07.              Lost Receipts, etc. 
In case any Receipt shall be mutilated,
destroyed, lost or stolen, the Depositary in its discretion may
execute and deliver a Receipt of like
form and tenor in exchange and substitution for such mutilated
Receipt, or in lieu of and in
substitution for such destroyed, lost or stolen Receipt, upon (i)
the filing by the holder thereof with
the Depositary of evidence satisfactory to the Depositary of such
destruction or loss or theft of such
Receipt, of the authenticity thereof and of his or her ownership
thereof and (ii) the furnishing of the
Depositary with reasonable indemnification satisfactory to it.

                  SECTION 2.08.              Cancellation and
Destruction of Surrendered Receipts.  All
Receipts surrendered to the Depositary or any Depositary's Agent
shall be cancelled by the
Depositary.  Except as prohibited by applicable law or regulation,
the Depositary is authorized to
destroy all Receipts so cancelled.  Any Receipt evidenced in
book-entry form shall be deemed
cancelled when the Depositary has caused the amount of Depositary
Shares evidenced by the DTC
Receipt to be reduced in proportion to the number of Depositary
Shares evidenced by the
surrendered Receipt.

                  SECTION 2.09.              Interchangeability of
Book-Entry Receipts and Receipts in
Physical, Certificated Form.  Subject to the terms and conditions
of this Deposit Agreement, upon
receipt by the Depositary of written instructions from a DTC
participant on behalf of any person
having a beneficial interest in Depositary Shares evidenced by the
DTC Receipt for the purpose of
directing the Depositary to execute and deliver a Receipt in
physical, certificated form evidencing
such Depositary Shares, the Depositary shall follow the procedures
set forth in the FAST Agreement
for the purpose of reducing the number of Depositary Shares
evidenced by the DTC Receipt and,
following such reduction, shall execute and deliver to or upon the
order of the person or persons
named in such order a Receipt or Receipts registered in the name or
names requested by such person
and evidencing in the aggregate the number of Depositary Shares
equal to the reduction in the
number evidenced by the DTC Receipt.  The Depositary may require in
such written instructions any
certification or representation as it shall deem necessary to
comply with applicable law.

                  Subject to the terms and conditions of this
Deposit Agreement, upon receipt by the
Depositary of a Receipt or Receipts in physical, certificated form,
duly endorsed or accompanied by
appropriate instruments of transfer, in form satisfactory to the
Depositary, including any required
certifications, and together with written instructions directing
the Depositary to adjust its records to
reflect an increase in the aggregate amount of Depositary Shares
evidenced by the DTC Receipt
(including, without limitation, information regarding the DTC
participant account to be credited with
such increase), and upon payment of the fees and expenses of the
Depositary, the Depositary shall
cancel such Receipt or Receipts in physical, certificated form and
shall follow the procedures set forth
in the FAST Agreement for the purpose of reflecting such increase
in the number of Depositary
Shares evidenced by the DTC Receipt.


                                ARTICLE III
        Certain Obligations of  Holders of Receipts and the Company

                  SECTION 3.01.              Filing Proofs,
Certificates and Other Information.  Any holder
of a Receipt may be required from time to time to file such proof
of residence, or other matters or
other information, to execute such certificates and to make such
representations and warranties as
the Depositary or the Company may reasonably deem necessary or
proper.  The Depositary or the
Company may withhold the delivery, or delay the registration of
transfer, redemption or exchange,
of any Receipt or the withdrawal of the Stock represented by the
Depositary Shares evidenced by
any Receipt or the distribution of any dividend or other
distribution or the sale of any rights or of
the proceeds thereof until such proof or other information is filed
or such certificates are executed
or such representations and warranties are made.

                  SECTION 3.02.              Payment of Taxes or
Other Governmental Charges.  Holders
of Receipts shall be obligated to make payments to the Depositary
of certain charges and expenses
as provided in Section 5.07, or provide reasonably satisfactory
evidence to the Depositary that such
charges and expenses have been paid.  Registration of transfer of
any Receipt or any withdrawal of
Stock and all money or other property, if any, represented by the
Depositary Shares evidenced by
such Receipt may be refused until any such payment due is made, and
any dividends, interest
payments or other distributions may be withheld or any part of or
all the Stock or other property
represented by the Depositary Shares evidenced by such Receipt and
not theretofore sold may be
sold for the account of the holder thereof (after attempting by
reasonable means to notify such
holder prior to such sale), and such dividends, interest payments
or other distributions or the
proceeds of any such sale may be applied to any payment of such
charges or expenses, the holder of
such Receipt remaining liable for any deficiency.

                  SECTION 3.03.              Warranty as to Stock. 
The Company hereby represents and
warrants that the Stock, when issued, will be validly issued, fully
paid and nonassessable.  Such
representation and warranty shall survive the deposit of the Stock
and the issuance of the Receipts. 

                  SECTION 3.04.              Warranty as to
Receipts.  The Depositary hereby represents
and warrants that the Receipts, when issued, will be legal, valid
and binding obligations of the
Depositary, enforceable against the Depositary in accordance with
their terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
moratorium and other laws
affecting creditors' rights generally and by general equitable
principles.  Such representation and
warranty shall survive the deposit of the Stock and the issuance of
the Receipts.


                                ARTICLE IV
        The Deposited Securities; Notices

                  SECTION 4.01.              Cash Distributions. 
Whenever the Depositary shall receive any
cash dividend or other cash distribution on Stock, the Depositary
shall, subject to Sections 3.01 and
3.02, distribute to record holders of Receipts on the record date
fixed pursuant to Section 4.04 such
amounts of such dividend or distribution as are, as nearly as
practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts
held by such holders; provided,
however, that in case the Company or the Depositary shall be
required to withhold and shall withhold
from any cash dividend or other cash distribution in respect of the
Stock an amount on account of
taxes, the amount made available for distribution or distributed in
respect of Depositary Shares shall
be reduced accordingly.  The Depositary shall distribute or make
available for distribution, as the case
may be, only such amount, however, as can be distributed without
attributing to any holder of
Depositary Shares a fraction of one cent, and any balance not so
distributable shall be held by the
Depositary (without liability for interest thereon) and shall be
added to and be treated as part of the
next sum received by the Depositary for distribution to record
holders of Receipts then outstanding.

                  SECTION 4.02.              Distributions Other
than Cash, Rights, Preferences or
Privileges.  Whenever the Depositary shall receive any distribution
other than cash, rights, preferences
or privileges upon Stock, the Depositary shall, subject to Sections
3.01 and 3.02, distribute to record
holders of Receipts on the record date fixed pursuant to Section
4.04 such amounts of the securities
or property received by it as are, as nearly as practicable, in
proportion to the respective numbers of
Depositary Shares evidenced by the Receipts held by such holders,
in any manner that the Depositary
may deem equitable and practicable for accomplishing such
distribution.  If in the opinion of the
Depositary such distribution cannot be made proportionately among
such record holders, or if for any
other reason (including any requirement that the Company or the
Depositary withhold an amount
on account of taxes) the Depositary deems, after consultation with
the Company, such distribution
not to be feasible, the Depositary may, with the approval of the
Company, adopt such method as it
deems equitable and practicable for the purpose of effecting such
distribution, including the sale (at
public or private sale) of the securities or property thus
received, or any part thereof, at such place
or places and upon such terms as it may deem proper.  The net
proceeds of any such sale shall,
subject to Sections 3.01 and 3.02, be distributed or made available
for distribution, as the case may
be, by the Depositary to record holders of Receipts as provided by
Section 4.01 in the case of a
distribution received in cash.  The Company shall not make any
distribution of such securities unless
the Company shall have provided an opinion of counsel stating that
such securities have been
registered under the Securities Act or do not need to be so
registered.

                  SECTION 4.03.              Subscription Rights,
Preferences or Privileges.  If the Company
shall at any time offer or cause to be offered to the persons in
whose names Stock is recorded on the
books of the Company any rights, preferences or privileges to
subscribe for or to purchase any
securities or any rights, preferences or privileges of any other
nature, such rights, preferences or
privileges shall in each such instance be made available by the
Depositary to the record holders of
Receipts in such manner as the Depositary may determine, either by
the issue to such record holders
of warrants representing such rights, preferences or privileges or
by such other method as may be
approved by the Depositary in its discretion with the approval of
the Company; provided, however,
that (i) if at the time of issue or offer of any such rights,
preferences or privileges the Depositary
determines that it is not lawful or (after consultation with the
Company) not feasible to make such
rights, preferences or privileges available to holders of Receipts
by the issue of warrants or otherwise,
or (ii) if and to the extent so instructed by holders of Receipts
who do not desire to exercise such
rights, preferences or privileges, then the Depositary, in its
discretion (with approval of the Company,
in any case where the Depositary has determined that it is not
feasible to make such rights,
preferences or privileges available), may, if applicable laws or
the terms of such rights, preferences
or privileges permit such transfer, sell such rights, preferences
or privileges at public or private sale,
at such place or places and upon such terms as it may deem proper. 
The net proceeds of any such
sale shall, subject to Sections 3.01 and 3.02, be distributed by
the Depositary to the record holders
of Receipts entitled thereto as provided by Section 4.01 in the
case of a distribution received in cash. 
The Company shall not make any distribution of any such rights,
preferences or privileges unless the
Company shall have provided an opinion of counsel stating that such
rights, preferences or privileges
have been registered under the Securities Act or do not need to be
so registered.

                  If registration under the Securities Act of the
securities to which any rights,
preferences or privileges relate is required in order for holders
of Receipts to be offered or sold the
securities to which such rights, preferences or privileges relate,
the Company agrees with the
Depositary that it will file promptly a registration statement
pursuant to such Act with respect to such
rights, preferences or privileges and securities and use its best
efforts and take all steps available to
it to cause such registration statement to become effective
sufficiently in advance of the expiration
of such rights, preferences or privileges to enable such holders to
exercise such rights, preferences
or privileges.  In no event shall the Depositary make available to
the holders of Receipts any right,
preference or privilege to subscribe for or to purchase any
securities unless and until such registration
statement shall have become effective, or unless the offering and
sale of such securities to such
holders are exempt from registration under the provisions of the
Securities Act.

                  If any other action under the laws of any
jurisdiction or any governmental or
administrative authorization, consent or permit is required in
order for such rights, preferences or
privileges to be made available to holders of Receipts, the Company
agrees with the Depositary that
the Company will use its best efforts to take such action or obtain
such authorization, consent or
permit sufficiently in advance of the expiration of such rights,
preferences or privileges to enable such
holders to exercise such rights, preferences or privileges.

                  SECTION 4.04.              Fixing of Record Date
for Holders of Receipts.   Whenever
any cash dividend or other cash distribution shall become payable
or any distribution other than cash
shall be made, or if rights, preferences or privileges shall at any
time be offered, with respect to
Stock, or whenever the Depositary shall receive notice of any
meeting at which holders of Stock are
entitled to vote or of which holders of Stock are entitled to
notice, or whenever the Depositary and
the Company shall decide it is appropriate, the Depositary shall in
each such instance fix a record
date (which shall be the same date as the record date fixed by the
Company with respect to the
Stock) for the determination of the holders of Receipts who shall
be entitled to receive such
dividend, distribution, rights, preferences or privileges or the
net proceeds of the sale thereof, or to
give instructions for the exercise of voting rights at any such
meeting, or who shall be entitled to
notice of such meeting or for any other appropriate reasons.

         SECTION 4.05.              Voting Rights.  Upon receipt of
notice of any meeting at which the
holders of Stock are entitled to vote, the Depositary shall, as
soon as practicable thereafter, mail to
the record holders of Receipts a notice which shall contain (i)
such information as is contained in
such notice of meeting and (ii) a statement that the holders may,
subject to any applicable
restrictions, instruct the Depositary as to the exercise of the
voting rights pertaining to the amount
of Stock represented by their respective Depositary Shares
(including an express indication that
instructions may be given to the Depositary to give a discretionary
proxy to a person designated by
the Company) and a brief statement as to the manner in which such
instructions may be given.  Upon
the written request of the holders of Receipts on the relevant
record date, the Depositary shall vote
or cause to be voted, in accordance with the instructions set forth
in such requests, the maximum
number of shares of Stock represented by the Depositary Shares
evidenced by all Receipts as to
which any particular voting instructions are received.  The Company
hereby agrees to take all action
which may be deemed necessary by the Depositary in order to enable
the Depositary to vote such
Stock or cause such Stock to be voted.  In the absence of specific
instructions from the holder of a
Receipt, the Depositary will abstain from voting (but, at its
discretion, not from appearing at any
meeting with respect to such Stock unless directed to the contrary
by the holders of all the Receipts)
to the extent of the Stock represented by the Depositary Shares
evidenced by such Receipt.

                  Holders of Receipts shall also be entitled to
vote on certain amendments to the
Deposit Agreement pursuant to Section 6.01 hereof.

                  SECTION 4.06.              Changes Affecting
Deposited Securities and Reclassifications,
Recapitalizations, etc.  Upon any change in par or stated value,
split-up, combination or any other
reclassification of the Stock, or upon any recapitalization,
reorganization, merger, amalgamation or
consolidation affecting the Company or to which it is a party or
sale of all or substantially all of the
Company's assets, the Depositary may in its discretion with the
approval of, and shall upon the
instructions of, the Company, and (in either case) in such manner
as the Depositary may deem
equitable, (i) make such adjustments as are certified by the
Company in (x) the fraction of an interest
represented by one Depositary Share in one share of Stock and (y)
the ratio of the redemption price
per Depositary Share to the redemption price of a share of Stock,
in each case as may be necessary
fully to reflect the effects of such change in par or stated value,
split-up, combination or other
reclassification of Stock, or of such recapitalization,
reorganization, merger, amalgamation,
consolidation, or sale of all or substantially all of the Company's
assets and (ii) treat any securities
which shall be received by the Depositary in exchange for or upon
conversion of or in respect of the
Stock as new deposited securities so received in exchange for or
upon conversion or in respect of
such Stock.  In any such case the Depositary may in its discretion,
with the approval of the Company,
execute and deliver additional Receipts, or may call for the
surrender of all outstanding Receipts to
be exchanged for new Receipts specifically describing such new
deposited securities.  Anything to the
contrary herein notwithstanding, holders of Receipts shall have the
right from and after the effective
date of any such change in par or stated value, split-up,
combination or other reclassification of the
Stock or any such recapitalization, reorganization, merger,
amalgamation, consolidation or sale of all
or substantially all of the Company's assets to surrender such
Receipts to the Depositary with
instructions to convert, exchange or surrender the Stock
represented thereby only into or for, as the
case may be, the kind and amount of shares of stock and other
securities and property and cash into
which the Stock represented by such Receipts might have been
converted or for which such Stock
might have been exchanged or surrendered immediately prior to the
effective date of such
transaction.

                  SECTION 4.07.              Inspection of Reports. 
The Depositary shall make available
for inspection by holders of Receipts at the Depositary's Office,
and at such other places as it may
from time to time deem advisable, any reports and communications
received from the Company which
are received by the Depositary as the holder of Stock.

                  SECTION 4.08.              Lists of Receipt
Holders.  Promptly upon request from time
to time by the Company, the Depositary shall furnish to it a list,
as of a recent date, of the names,
addresses and holdings of Depositary Shares of all persons in whose
names Receipts are registered
on the books of the Depositary.


                                ARTICLE V
        The Depositary, the Depositary's Agents, the Registrar and 
        the Company

                  SECTION 5.01.              Maintenance of
Offices, Agencies and Transfer Books by the
Depositary; Registrar.  Upon execution of this Deposit Agreement,
the Depositary shall maintain at
the Depositary's Office, facilities for the execution and delivery,
registration and registration of
transfer, surrender and exchange of Receipts, and at the offices of
the Depositary's Agents, if any,
facilities for the delivery, registration of transfer, surrender
and exchange of Receipts, all in
accordance with the provisions of this Deposit Agreement.

                  The Depositary shall keep books at the
Depositary's Office for the registration and
registration of transfer of Receipts, and to reflect split-ups and
combinations of Depositary Shares,
which books at all reasonable times shall be open for inspection by
the record holders of Receipts;
provided, that any such holder requesting to exercise such right
shall certify to the Depositary that
such inspection shall be for a proper purpose reasonably related to
such person's interest as an owner
of Depositary Shares evidenced by the Receipts.

                  The Depositary may close such books only when the
register of stockholders of the
Company is closed.

                  The Depositary may, with the approval of the
Company, appoint a Registrar for
registration of the Receipts or the Depositary Shares evidenced
thereby.  If the Receipts or the
Depositary Shares evidenced thereby or the Stock represented by
such Depositary Shares shall be
listed on the New York Stock Exchange, the Depositary will appoint
a Registrar (acceptable to the
Company) for registration of such Receipts or Depositary Shares in
accordance with any requirements
of such Exchange.  The Depositary shall initially act as Registrar. 
Such Registrar may be removed
and a substitute registrar appointed by the Depositary upon the
request or with the approval of the
Company.  If the Receipts, such Depositary Shares or such Stock are
listed on one or more other
stock exchanges, the Depositary will, at the request of the
Company, arrange such facilities for the
delivery, registration, registration of transfer, surrender and
exchange of such Receipts, such
Depositary Shares or such Stock as may be required by law or
applicable stock exchange regulation.

                  SECTION 5.02.              Prevention of or Delay
in Performance by the Depositary, the
Depositary's Agents, the Registrar or the Company.  Neither the
Depositary nor any Depositary's
Agent nor any Registrar nor the Company shall incur any liability
to any holder of any Receipt if by
reason of any provision of any present or future law, or regulation
thereunder, of the United States
of America or of any other governmental authority or, in the case
of the Depositary, the Depositary's
Agent or the Registrar, by reason of any provision, present or
future, of the Company's Restated
Certificate of Incorporation, as amended (including the
Certificate) or by reason of any act of God
or war or other circumstance beyond the control of the relevant
party, the Depositary, the
Depositary's Agent, the Registrar or the Company shall be prevented
or forbidden from, or subjected
to any penalty on account of, doing or performing any act or thing
which the terms of this Deposit
Agreement provide shall be done or performed; nor shall the
Depositary, any Depositary's Agent,
any Registrar or the Company incur any liability to any holder of
a Receipt (i) by reason of any
nonperformance or delay, caused as aforesaid, in the performance of
any act or thing which the terms
of this Deposit Agreement provide shall or may be done or
performed, or (ii) by reason of any
exercise of, or failure to exercise, any discretion provided for in
this Deposit Agreement except, in
the case of any such exercise or failure to exercise discretion not
caused as aforesaid, if caused by the
negligence or willful misconduct of the party charged with such
exercise or failure to exercise.

                  SECTION 5.03.              Obligations of the
Depositary, the Depositary's Agents, the
Registrar and the Company.  Neither the Depositary nor any
Depositary's Agent nor any Registrar
nor the Company assumes any obligation or shall be subject to any
liability under this Deposit
Agreement to holders of Receipts other than for its negligence or
willful misconduct.

                  Neither the Depositary nor any Depositary's Agent
nor any Registrar nor the
Company shall be under any obligation to appear in, prosecute or
defend any action, suit or other
proceeding in respect of the Stock, the Depositary Shares or the
Receipts which in its opinion may
involve it in expense or liability unless indemnity satisfactory to
it against all expense and liability be
furnished as often as may be required.

                  Neither the Depositary nor any Depositary's Agent
nor any Registrar nor the
Company shall be liable for any action or any failure to act by it
in reliance upon the written advice
of legal counsel or accountants, or information from any person
presenting Stock for deposit, any
holder of a Receipt or any other person believed by it in good
faith to be competent to give such
information.  The Depositary, any Depositary's Agent, any Registrar
and the Company may each rely
and shall each be protected in acting upon any written notice,
request, direction or other document
believed by it to be genuine and to have been signed or presented
by the proper party or parties.

                  The Depositary shall not be responsible for any
failure to carry out any instruction
to vote any of the shares of Stock or for the manner or effect of
any such vote made, as long as any
such action or non-action is in good faith and does not result from
the gross negligence or willful
misconduct of the Depositary.  The Depositary undertakes, and any
Registrar shall be required to
undertake, to perform such duties and only such duties as are
specifically set forth in this Deposit
Agreement, and no implied covenants or obligations shall be read
into this Deposit Agreement
against the Depositary or any Registrar.  The Depositary will
indemnify the Company against any
liability which may arise out of acts performed or omitted by the
Depositary or the Depositary's
Agents due to its or their negligence or bad faith.  The
Depositary, the Depositary's Agents, and any
Registrar may own and deal in any class of securities of the
Company and its affiliates and in
Receipts.  The Depositary may also act as transfer agent or
registrar of any of the securities of the
Company and its affiliates.

                  SECTION 5.04.              Resignation and
Removal of the Depositary; Appointment of
Successor Depositary.  The Depositary may at any time resign as
Depositary hereunder by notice of
its election so to do delivered to the Company, such resignation to
take effect upon the appointment
of a successor Depositary and its acceptance of such appointment as
hereinafter provided.

                  The Depositary may at any time be removed by the
Company by notice of such
removal delivered to the Depositary, such removal to take effect
upon the appointment of a successor
Depositary and its acceptance of such appointment as hereinafter
provided.

                  In case at any time the Depositary acting
hereunder shall resign or be removed, the
Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case
may be, appoint a successor Depositary, which shall be a bank or
trust company having its principal
office in the United States of America and having a combined
capital and surplus of at least
$50,000,000.  If no successor Depositary shall have been so
appointed and have accepted appointment
within 60 days after delivery of such notice, the resigning or
removed Depositary may petition any
court of competent jurisdiction for the appointment of a successor
Depositary.  Every successor
Depositary shall execute and deliver to its predecessor and to the
Company an instrument in writing
accepting its appointment hereunder, and thereupon such successor
Depositary, without any further
act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its
predecessor and for all purposes shall be the Depositary under this
Deposit Agreement, and such
predecessor, upon payment of all sums due it and on the written
request of the Company, shall
execute and deliver an instrument transferring to such successor
all rights and powers of such
predecessor hereunder, shall duly assign, transfer and deliver all
right, title and interest in the Stock
and any moneys or property held hereunder to such successor, and
shall deliver to such successor a
list of the record holders of all outstanding Receipts.  Any
successor Depositary shall promptly mail
notice of its appointment to the record holders of Receipts.

                  Any corporation into or with which the Depositary
may be merged, consolidated or
converted shall be the successor of such Depositary without the
execution or filing of any document
or any further act, and notice thereof shall not be required
hereunder.  Such successor Depositary
may authenticate the Receipts in the name of the predecessor
Depositary or in the name of the
successor Depositary.


                  SECTION 5.05.              Corporate Notices and
Reports.  The Company agrees that it
will transmit, or will cause the Depositary to transmit, to the
record holders of Receipts, in each case
at the addresses furnished to it pursuant to Section 4.08, all
notices and reports (including without
limitation financial statements) required by law, by the rules of
any national securities exchange upon
which the Stock, the Depositary Shares or the Receipts are listed
or by the Company's Restated
Certificate of Incorporation, as amended (including the
Certificate), to be furnished by the Company
to holders of Stock.  Such transmission will be at the Company's
expense.

                  SECTION 5.06.              Indemnification by the
Company.  The Company shall indemnify
the Depositary, any Depositary's Agent and any Registrar against,
and hold each of them harmless
from, any loss, liability or expense (including the costs and
expenses of defending itself) which may
arise out of (a) acts performed or omitted in connection with this
Deposit Agreement and the
Receipts (i) by the Depositary, any Registrar or any of their
respective agents (including any
Depositary's Agent), except for any liability arising out of
negligence or bad faith on the respective
parts of any such person or persons, or (ii) by the Company or any
of its agents, or (b) the offer, sale
or registration of the Receipts or the Stock pursuant to the
provisions hereof.  The obligations of the
Company set forth in this Section 5.06 shall survive any succession
of any Depositary, Registrar or
Depositary's Agent.

                  SECTION 5.07.              Charges and Expenses. 
The Company shall pay all transfer and
other taxes and governmental charges arising solely from the
existence of the depositary
arrangements.  The Company shall pay all charges of the Depositary
in connection with the initial
deposit of the Stock, the initial issuance of the Depositary Shares
and any redemption of the Stock
at the option of the Company and all withdrawals of shares of the
Stock by owners of Depositary
Shares.  All other transfer and other taxes and governmental
charges shall be at the expense of
holders of Depositary Shares.  The Depositary may refuse to effect
any transfer of a Receipt or any
withdrawal of Stock evidenced thereby until all such taxes and
charges with respect to such Receipt
or Stock are paid by the holder thereof.  If a holder of Receipts
requests the Depositary to perform
duties not required under this Deposit Agreement, the Depositary
shall notify the holder of the
approximate cost of the performance of such duties.  If such duties
are subsequently performed at
the request of such holder, such holder will be liable for such
charges and expenses.  

         All other charges and expenses of the Depositary and any
Depositary's Agent hereunder and
of any Registrar (including, in each case, fees and expenses of
counsel) incident to the performance
of their respective obligations hereunder will be paid upon
consultation and agreement between the
Depositary and the Company as to the amount and nature of such
charges and expenses.  The
Depositary shall present its statement for charges and expenses to
the Company once every three
months or at such other intervals as the Company and the Depositary
may agree.


                                ARTICLE VI
                        Amendment and Termination

                  SECTION 6.01.              Amendment.  The form
of the Receipts and any provisions of
this Deposit Agreement may at any time and from time to time be
amended by agreement between
the Company and the Depositary in any respect which they may deem
necessary or desirable;
provided, however, that no such amendment (other than any change in
the fees of any Depositary,
Registrar or Transfer Agent, which shall go into effect not sooner
than three months after notice
thereof to the holders of the Receipts) which shall materially and
adversely alter the rights of the
holders of Receipts shall be effective unless such amendment shall
have been approved by the holders
of at least a majority (or, in the case of amendments relating to
or affecting rights of the holders of
Receipts to receive dividends or distributions, or voting or
redemption rights, two-thirds) of the
Depositary Shares then outstanding.  Every holder of an outstanding
Receipt at the time any such
amendment becomes effective shall be deemed, by continuing to hold
such Receipt, to consent and
agree to such amendment and to be bound by the Deposit Agreement as
amended thereby.

                  SECTION 6.02.              Termination.  This
Deposit Agreement may be terminated by
the Company or the Depositary only (i) after all outstanding
Depositary Shares shall have been
redeemed pursuant to Section 2.03, (ii) after there shall have been
made a final distribution in respect
of the Stock in connection with any liquidation, dissolution or
winding up of the Company and such
distribution shall have been distributed to the holders of
Depositary Shares pursuant to Section 4.01
or 4.02, as applicable, or (iii) upon the consent of holders of
Receipts representing not less than two-
thirds of the Depositary Shares then outstanding.

         Whenever the Deposit Agreement has been terminated
pursuant to (iii) above, the Depositary
will mail notice of such termination to the record holders of all
Depositary Shares then outstanding
at least 30 days prior to the date fixed in that notice for
termination of the Deposit Agreement.  If
any Depositary Shares remain outstanding after the date of
termination, the Depositary thereafter
will discontinue the transfer of Depositary Shares, will suspend
the distribution of dividends to the
owners thereof, and will not give any further notices (other than
notice of such termination) or
perform any further acts under this Deposit Agreement, except that
the Depositary will continue (i)
to collect dividends on the Stock and any other distributions with
respect thereto, (ii) to deliver or
cause to be delivered shares of Stock, together with such dividends
and distributions, or principal and
interest, and the net proceeds of any sales of rights, preferences,
privileges or other property (other
than real property) in exchange for Depositary Shares surrendered. 
At any time after the expiration
of three years from the date of termination, the Depositary may
sell the Stock then held by it at
public or private sale, at such place or places and upon such terms
as it deems proper and may
thereafter hold the net proceeds of any such sale, without
liability for interest, for the pro rata benefit
of the owners of the Depositary Shares which have not theretofore
been surrendered.  Subject to
applicable escheat laws, any monies set aside by the Company in
respect of any payment with respect
to the Stock represented by the Depositary Shares, or dividends
thereon, and unclaimed at the end
of three years from the date upon which such payment is due and
payable shall revert to the general
funds of the Company, after which reversion the holders of such
Depositary Shares shall look only
to the general funds of the Company for the payment thereof.      
               

         Upon the termination of this Deposit Agreement, the
Company shall be discharged from all
obligations under this Deposit Agreement except for its obligations
to the Depositary, any
Depositary's Agent and any Registrar under Sections 5.06 and 5.07.


                                ARTICLE VII
                                Miscellaneous

                  SECTION 7.01.              Counterparts.  This
Deposit Agreement may be executed in any
number of counterparts, and by each of the parties hereto on
separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed an
original, but all such counterparts
taken together shall constitute one and the same instrument.

                  SECTION 7.02.              Exclusive Benefit of
Parties.  This Deposit Agreement is for
the exclusive benefit of the parties hereto, including the holders
of the Receipts, and their respective
successors hereunder, and shall not be deemed to give any legal or
equitable right, remedy or claim
to any other person whatsoever.

                  SECTION 7.03.              Invalidity of
Provisions.  In case any one or more of the
provisions contained in this Deposit Agreement or in the Receipts
should be or become invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining
provisions contained herein or therein shall in no way be affected,
prejudiced or disturbed thereby.

                  SECTION 7.04.              Notices.  Any and all
notices to be given to the Company
hereunder or under the Receipts shall be in writing and shall be
deemed to have been duly given if
personally delivered or sent by mail or by telecopy, addressed to
the Company at 153 East 53rd
Street, Sixth Floor, New York, New York 10043, telecopy number
(212) 527-2765, to the attention
of the Office of Corporate Finance, or at any other address of
which the Company shall have notified
the Depositary in writing.

                  Any and all notices to be given to the Depositary
hereunder or under the Receipts
shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail
or by telecopy, addressed to the Depositary at the Depositary's
Office at 111 Wall Street, 5th Floor,
New York, New York 10043, telecopy number (212) 825-3483, or at any
other address of which the
Depositary shall have notified the Company in writing.

                  Any and all notices to be given to any record
holder of a Receipt hereunder or under
the Receipts shall be in writing and shall be deemed to have been
duly given if personally delivered
or sent by mail or by telegram or telex confirmed by letter,
addressed to such record holder at the
address of such record holder as it appears on the books of the
Depositary, or if such holder shall
have filed with the Depositary a written request that notices
intended for such holder be mailed to
some other address, at the address designated in such request.

                  Delivery of a notice sent by mail shall be deemed
to be effected at the time when a
duly addressed letter containing the same is deposited, postage
prepaid, in a post office letter box. 
Delivery of a notice sent by telecopy shall be effected at the time
receipt of such communication is
confirmed.

                  SECTION 7.05.              Depositary's Agents. 
The Depositary may from time to time
appoint Depositary's Agents to act in any respect for the
Depositary for the purposes of this Deposit
Agreement and may at any time appoint additional Depositary's
Agents and vary or terminate the
appointment of such Depositary's Agents.  The Depositary will
notify the Company of any such
action.

                  SECTION 7.06.              Holders of Receipts
Are Parties.  The holders of Receipts from
time to time shall be parties to this Deposit Agreement and shall
be bound by and entitled to the
benefits of all of the terms and conditions hereof and of the
Receipts by acceptance of delivery
thereof.

                  SECTION 7.07.              Governing Law.  This
Deposit Agreement and the Receipts and
all rights hereunder and thereunder and provisions hereof and
thereof shall be governed by, and
construed in accordance with, the laws of the State of New York.

                  SECTION 7.08.              Inspection of Deposit
Agreement.  Copies of this Deposit
Agreement shall be filed with the Depositary and the Depositary's
Agents and shall be open to
inspection during business hours at the Depositary's Office and the
respective offices of the
Depositary's Agents, if any, by any holder of a Receipt.


                  SECTION 7.09.              Headings.  The
headings of articles and sections in this Deposit
Agreement and in the form of Receipt set forth in Exhibit A hereto
have been inserted for
convenience only and are not to be regarded as a part of this
Deposit Agreement or the Receipts
or to have any bearing upon the meaning or interpretation of any
provision contained herein or in
the Receipts.

                  IN WITNESS WHEREOF, the Company and the
Depositary have duly executed this
Deposit Agreement as of the day and year first above set forth, and
all holders of Receipts shall
become parties hereto by and upon acceptance by them of delivery of
Receipts issued in accordance
with the terms hereof.



                                                                  
                                                   


CITICORP

By:         
                              
Michael T. Nugent
Vice President

                                                        

                                                                  
                                                   
                              


CITIBANK,
N.A. as Depositary


By:         
                                 
John Reasor
Assistant Vice President
                  

EX-2

                                                                  
                                        Exhibit 2.2

                CITICORP

                ___________

                CERTIFICATE OF DESIGNATIONS
                Pursuant to Section 151 of the 
                General Corporation Law of the State of Delaware
                _____________

                8 1/2% NONCUMULATIVE PREFERRED STOCK, SERIES 21
               (Without Par Value)
                ______________


         CITICORP, a corporation organized and existing under the
laws of the State of Delaware
(the "Corporation"), HEREBY CERTIFIES that the following resolution
was duly adopted by the
Board of Directors of the Corporation pursuant to authority
conferred upon the Board of
Directors by the provisions of the Restated Certificate of
Incorporation of the Corporation, which
authorize the issuance of up to 50,000,000 shares of preferred
stock without par value, and by the
Stock Committee of the Board of Directors, pursuant to authority
conferred upon the Stock
Committee of the Board of Directors in accordance with Section
141(c) of the General
Corporation Law of the State of Delaware, by Article 5, Section 1
of the By-Laws of the
Corporation and by resolutions of the Board of Directors at
meetings of the Board of Directors
duly held on March 21, 1989, October 16, 1990, September 17, 1991,
January 19, 1993 and April
19, 1994, at a meeting of the Stock Committee of the Board of
Directors duly held on February 6,
1995:

                  RESOLVED, that the issue of a series of preferred
stock without par value of this
                  Corporation is hereby authorized and the
designation, powers, preferences and
                  privileges, relative, participating, optional and
other special rights, and
                  qualifications, limitations and restrictions
thereof, in addition to those set forth in
                  the Restated Certificate of Incorporation, as
amended, of the Corporation, are
                  hereby fixed as follows:

                8 1/2% NONCUMULATIVE PREFERRED STOCK, SERIES 21

         (1)      Number of Shares and Designation.              
600,000 shares of the preferred stock
without par value of the Corporation are hereby constituted as a
series of preferred stock without
par value designated as "8 1/2% Noncumulative Preferred Stock,
Series 21" (hereinafter called the
"Preferred Stock, Series 21").

         (2)      Dividends.     (a) The holders of shares of the
Preferred Stock, Series 21, shall be
entitled to receive cash dividends, as, if and when declared by the
Board of Directors of the
Corporation (the "Board of Directors") or by the Stock Committee of
said Board of Directors
(the "Stock Committee"), out of funds legally available for that
purpose, at the rate set forth
below in this Section (2) applied to the amount of $250 per share. 
Such dividends shall be
payable quarterly, as, if and when declared by the Board of
Directors or by the Stock Committee
on February 15, May 15, August 15 and November 15 of each year,
commencing on May 15,
1995. Each such dividend shall be payable in arrears to the holders
of record of shares of the
Preferred Stock, Series 21, as they appear on the stock register of
the Corporation on such record
dates, not more than 30 nor less than 15 days preceding the payment
dates thereof, as shall be
fixed by the Board of Directors or the Stock Committee.  Dividends
on Preferred Stock, Series 21
shall not be cumulative and no rights shall accrue to the holders
of Preferred Stock, Series 21 by
reason of the fact that the Corporation may fail to declare or pay
dividends on the Preferred
Stock, Series 21 in any amount in any year, whether or not the
earnings of the Corporation in any
year were sufficient to pay such dividends in whole or in part.

         (b)      Dividend periods ("Dividend Periods") shall
commence on February 15, May 15,
August 15 and November 15 of each year (other than the initial
Dividend Period which shall
commence on the date of original issue of the Preferred Stock,
Series 21) and shall end on and
include the calendar day next preceding the first day of the next
Dividend Period.  The dividend
rate on the shares of Preferred Stock, Series 21, for the period
from the date of original issue
thereof to but not including May 15, 1995 will be $5.3125 per share
of Preferred Stock, Series 21
and such dividends shall be payable on May 15, 1995.  For each
Dividend Period thereafter the
dividend rate on the shares of Preferred Stock, Series 21 shall be
8 1/2% per annum.  The
amount of dividends payable for each full Dividend Period for the
Preferred Stock, Series 21,
shall be computed by dividing the dividend rate of 8 1/2% per annum
by four and applying the
resulting rate of 2.125% to the amount of $250 per share.  The
amount of dividends payable for
any period shorter or longer than a full Dividend Period on the
Preferred Stock, Series 21, shall
be computed on the basis of twelve 30-day months and a 360-day
year.  Unless otherwise required
by law, dividends payable with respect to each share of Preferred
Stock, Series 21, shall be
rounded to the nearest one cent, with $.005 being rounded upward. 
Holders of shares called for
redemption on a redemption date between a dividend payment record
date and the dividend
payment date shall not be entitled to receive the dividend payable
on such dividend payment date.

         (c)      So long as any shares of the Preferred Stock,
Series 21, are outstanding, no full
dividends shall be declared or paid or set apart for payment on the
preferred stock of the
Corporation of any series ranking, as to dividends, on a parity
with or junior to the Preferred
Stock, Series 21, for any period unless full dividends for the
Dividend Period immediately
preceding the date of payment of such full dividends have been or
contemporaneously are
declared and paid or declared and a sum sufficient for the payment
thereof set apart for such
payment on the Preferred Stock, Series 21.  When dividends are not
paid in full, as aforesaid,
upon the shares of the Preferred Stock, Series 21, and any other
preferred stock of the
Corporation ranking on a parity as to dividends with the Preferred
Stock, Series 21, all dividends
declared upon shares of the Preferred Stock, Series 21, and any
other preferred stock of the
Corporation ranking on a parity as to dividends (whether dividends
on such other preferred stock
are cumulative or noncumulative) with the Preferred Stock, Series
21, shall be declared pro rata
so that the amount of dividends declared per share on the Preferred
Stock, Series 21, and such
other preferred stock shall in all cases bear to each other the
same ratio that accrued dividends
per share on the shares of the Preferred Stock, Series 21 (but
without any cumulation in respect
of unpaid dividends for prior Dividend Periods on the Preferred
Stock, Series 21 and any other
noncumulative preferred stock) and such other preferred stock bear
to each other.  Holders of
shares of the Preferred Stock, Series 21 shall not be entitled to
any dividends, whether payable in
cash, property or stock, in excess of full dividends, as herein
provided, on the Preferred Stock,
Series 21.  No interest, or sum of money in lieu of interest, shall
be payable in respect of any
dividend payment on the Preferred Stock, Series 21 which may be in
arrears.

         (d)      So long as any shares of the Preferred Stock,
Series 21 are outstanding, no
dividend (other than dividends or distributions paid in shares of,
or options, warrants or rights to
subscribe for or purchase shares of stock ranking junior to the
Preferred Stock, Series 21, as to
dividends and upon liquidation and other than as provided in
subsection (c) of this Section (2))
shall be declared or paid or set aside for payment or other
distribution declared or made upon
any stock of the Corporation ranking junior to or on a parity with
the Preferred Stock, Series 21,
as to dividends or upon liquidation, nor shall any stock of the
Corporation ranking junior to or on
a parity with the Preferred Stock, Series 21, as to dividends or
upon liquidation be redeemed,
purchased or otherwise acquired for any consideration (or any
moneys be paid to or made
available for a sinking fund for the redemption of any shares of
any such stock) by the
Corporation (except by conversion into or exchange for stock of the
Corporation ranking junior
to the Preferred Stock, Series 21, as to dividends and upon
liquidation) unless, in each case, the
full dividends for the immediately preceding Dividend Period on all
outstanding shares of the
Preferred Stock, Series 21, shall have been paid or set apart for
payment and the Corporation is
not in default with respect to any redemption of shares of
Preferred Stock, Series 21, announced
by the Corporation pursuant to Section (4) below.

         (3)      Liquidation Preference.             (a) In the
event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary,
before any payment or
distribution of the assets of the Corporation (whether capital or
surplus) shall be made to or set
apart for the holders of any series or class or classes of stock of
the Corporation ranking junior to
the Preferred Stock, Series 21, upon liquidation, dissolution or
winding up, the holders of the
shares of the Preferred Stock, Series 21, shall be entitled to
receive $250 per share plus an
amount equal to all dividends (whether or not earned or declared)
accrued and unpaid thereon
from the immediately preceding dividend payment date (but without
any cumulation for unpaid
dividends for prior Dividend Periods on the Preferred Stock, Series
21) to the date of final
distribution to such holders; but such holders shall not be
entitled to any further payment.  If,
upon any liquidation, dissolution or winding up of the Corporation,
the assets of the Corporation,
or proceeds thereof, distributable among the holders of the shares
of the Preferred Stock, Series
21, shall be insufficient to pay in full the preferential amount
aforesaid and liquidating payments
on any other preferred stock ranking, as to liquidation,
dissolution or winding up, on a parity with
the Preferred Stock, Series 21, then such assets, or the proceeds
thereof, shall be distributed
among the holders of shares of Preferred Stock, Series 21, and any
such other preferred stock
ratably in accordance with the respective amounts which would be
payable on such shares of
Preferred Stock, Series 21, and any such other preferred stock if
all amounts payable thereon
were paid in full.  For the purposes of this Section (3), a
consolidation or merger of the
Corporation with one or more corporations shall not be deemed to be
a liquidation, dissolution or
winding up, voluntary or involuntary.

         (b)      Subject to the rights of holders of shares of any
series or class or classes of stock
ranking on a parity with or prior to the Preferred Stock, Series
21, upon liquidation, dissolution or
winding up, upon any liquidation, dissolution or winding up of the
Corporation, after payment
shall have been made in full to the holders of Preferred Stock,
Series 21, as provided in this
Section (3), but not prior thereto, any other series or class or
classes of stock ranking junior to
the Preferred Stock, Series 21, upon liquidation shall, subject to
the respective terms and
provisions (if any) applying thereto, be entitled to receive any
and all assets remaining to be paid
or distributed, and the holders of the Preferred Stock, Series 21,
shall not be entitled to share
therein.

         (4)      Redemption.                (a)  Except as
provided in subsection (b) of this Section (4),
the Preferred Stock, Series 21, may not be redeemed prior to
February 15, 2000.  At any time or
from time to time on and after February 15, 2000, the Corporation,
at its option, may, with prior
Federal Reserve Board approval to the extent then required by
applicable law, redeem shares of
the Preferred Stock, Series 21, in whole or in part, out of funds
legally available therefor, at a
redemption price of $250 per share, together in each case with
accrued and unpaid dividends
(whether or not declared) from the immediately preceding dividend
payment date (but without
any cumulation for unpaid dividends for prior Dividend Periods on
the Preferred Stock, Series 21)
to the date fixed for redemption.

         (b)      Prior to February 15, 2000, the Corporation, at
its option, may, with prior Federal
Reserve Board approval to the extent then required by applicable
law, redeem all, but not less
than all, of the outstanding shares of the Series 21, Preferred
Stock, out of funds legally available
therefor if the holders of the shares of the Preferred Stock,
Series 21, shall be entitled to vote
upon or consent to a merger or consolidation of the Corporation as
provided in Section 11 below
and all of the following conditions have been satisfied: (i) the
Corporation shall have requested
the vote or consent of the holders of the Preferred Stock, Series
21, to the consummation of such
merger or consolidation, stating in such request that failing the
requisite favorable vote or consent
the Corporation will have the option to redeem the Preferred Stock,
Series 21, (ii) the
Corporation shall not have received the favorable vote or consent
requisite to the consummation
of the transaction within 60 days after making such written request
(which shall be deemed to
have been made upon the mailing of the notice of any meeting of
holders of the Preferred Stock,
Series 21, to vote upon such merger or consolidation or the mailing
of the form of written
consent to be signed by such holders), and (iii) such transaction
shall be consummated on the date
fixed for such redemption, which date shall be no more than one
year after such request is made. 
Any such redemption shall be on notice as set forth in subsection
(c) of this Section 4 at a
redemption price of $250 per share of the Preferred Stock, Series
21, together with accrued and
unpaid dividends, if any, from the immediately preceding dividend
payment date (but without any
cumulation for unpaid dividends for prior Dividend Periods on the
Preferred Stock, Series 21) to
the date fixed for redemption.

         (c)      In the event the Corporation shall redeem shares
of Preferred Stock, Series 21,
notice of such redemption shall be given by first class mail,
postage prepaid, mailed not less than
30 nor more than 60 days prior to the redemption date, to each
holder of record of the shares to
be redeemed, at such holder's address as the same appears on the
stock register of the
Corporation.  Each such notice shall state: (1) the redemption
date; (2) the number of shares of
Preferred Stock, Series 21, to be redeemed and, if less than all
the shares held by such holder are
to be redeemed, the number of such shares to be redeemed from such
holder; (3) the redemption
price; (4) the place or places where certificates for such shares
are to be surrendered for payment
of the redemption price; and (5) that dividends on the shares to be
redeemed will cease to accrue
on such redemption date.  Notice having been mailed as aforesaid,
from and after the redemption
date (unless default shall be made by the Corporation in providing
money for the payment of the
redemption price, together with accrued and unpaid dividends from
the immediately preceding
dividend payment date to the date of redemption) dividends on the
shares of the Preferred Stock,
Series 21, so called for redemption shall cease to accrue, and said
shares shall no longer be
deemed to be outstanding, and all rights of the holders thereof as
stockholders of the Corporation
(except the right to receive from the Corporation the redemption
price) shall cease.  The
Corporation's obligation to provide moneys in accordance with the
preceding sentence shall be
deemed fulfilled if, on or before the redemption date, the
Corporation shall deposit with a bank
or trust company (which may be an affiliate of the Corporation)
having an office in the Borough
of Manhattan, City of New York, having a capital and surplus of at
least $50,000,000, funds
necessary for such redemption, in trust, with irrevocable
instructions that such funds be applied to
the redemption of the shares of Preferred Stock, Series 21, so
called for redemption.  Any
interest accrued on such funds shall be paid to the Corporation
from time to time.  Any funds so
deposited and unclaimed at the end of two years from such
redemption date shall be released or
repaid to the Corporation, after which the holder or holders of
such shares of Preferred Stock,
Series 21, so called for redemption shall look only to the
Corporation for payment of the funds
necessary for such redemption.

         Upon surrender in accordance with said notice of the
certificates for any shares so
redeemed (properly endorsed or assigned for transfer, if the Board
of Directors shall so require
and the notice shall so state), such shares shall be redeemed by
the Corporation at the applicable
redemption price aforesaid, together with accrued and unpaid
dividends from the immediately
preceding dividend payment date to the date of redemption.  If less
than all the outstanding
shares of Preferred Stock, Series 21, are to be redeemed, shares to
be redeemed shall be selected
by the Corporation from outstanding shares of Preferred Stock,
Series 21, not previously called
for redemption by lot or pro rata (as nearly as may be) or by any
other method determined by the
Corporation in its sole discretion to be equitable. If fewer than
all the shares represented by any
certificate are redeemed a new certificate shall be issued
representing the unredeemed shares
without cost to the holder thereof.

         (d)      In no event shall the Corporation redeem less
than all the outstanding shares of
Preferred Stock, Series 21, pursuant to subsection (a) of this
Section (4) unless full dividends shall
have been paid or declared and set apart for payment upon all
outstanding shares of Preferred
Stock, Series 21, for the Dividend Period immediately preceding the
date of redemption.

         (5)      Shares to be Retired.  All shares of Preferred
Stock, Series 21, purchased or
redeemed by the Corporation shall be retired and cancelled and the
Board of Directors shall
cause to be taken all action necessary to restore such shares to
the status of authorized but
unissued shares of preferred stock, without designation as to
series, and such shares may
thereafter be issued, but not as shares of Preferred Stock, Series
21.

         (6)      Conversion or Exchange.  The holders of shares of
Preferred Stock, Series 21, shall
not have any rights herein to convert such shares into or exchange
such shares for shares of any
other class or classes or of any other series of any class or
classes of capital stock (or any other
security) of the Corporation.

         (7)      Ranking.  Any class or series of stock of the
Corporation shall be deemed to rank:

                  (i)      prior to the Preferred Stock, Series 21,
as to dividends or as to distribution
         of assets upon liquidation, dissolution or winding up, if
holders of such class shall be
         entitled to the receipt of dividends or of amounts
distributable upon liquidation,
         dissolution or winding up, as the case may be, in
preference or priority to the holders of
         Preferred Stock, Series 21;

                  (ii)     on a parity with the Preferred Stock,
Series 21, as to dividends or as to
         distribution of assets upon liquidation, dissolution or
winding up, whether or not the
         dividend rates, dividend payment dates or redemption or
liquidation prices per share
         thereof be different from those of the Preferred Stock,
Series 21, if the holders of such
         class of stock and the Preferred Stock, Series 21 (whether
or not such class of stock is
         cumulative or noncumulative as to payment of dividends)
shall be entitled to the receipt of
         dividends or of amounts distributable upon liquidation,
dissolution or winding up, as the
         case may be, in proportion to their respective amounts of
accrued and unpaid dividends
         per share or liquidation prices, without preference or
priority one over the other (except
         with respect to the cumulation of dividends on such class
of stock); and

                  (iii)    junior to the Preferred Stock, Series
21, as to dividends or as to the
         distribution of assets upon liquidation, dissolution or
winding up, if such stock shall be
         common stock or if the holders of Preferred Stock, Series
21, shall be entitled to receipt
         of dividends or of amounts distributable upon dissolution,
liquidation or winding up, as the
         case may be, in preference or priority to the holders of
shares of such stock.

         Accordingly, the Preferred Stock, Series 21, shall be
deemed to rank on a parity with all
other series of preferred stock of the Corporation (whether or not
such other series of preferred
stock is cumulative or noncumulative as to payment of dividends)
outstanding on the date on
which this Certificate of Designations is first filed with the
Secretary of State of the State of
Delaware.

         (8)      Exclusion of Other Rights.  Unless otherwise
required by law, shares of Preferred
Stock, Series 21, shall not have any rights, including preemptive
rights, or preferences other than
those specifically set forth herein or as provided by applicable
law.

         (9)      Notices.  All notices or communications, unless
otherwise specified in the By-Laws
of the Corporation or the Restated Certificate of Incorporation, as
amended, shall be sufficiently
given if in writing and delivered in person or mailed by
first-class mail, postage prepaid to the
holders of record of the Preferred Stock, Series 21.  Notice shall
be deemed given on the earlier
of the date received or the date such notice is mailed.

         (10)     Record Holders.  The Corporation and the transfer
agent for the Preferred Stock,
Series 21, may deem and treat the record holder of any share of
such Preferred Stock as the true
and lawful owner thereof for all purposes, and neither the
Corporation nor such transfer agent
shall be affected by any notice to the contrary.

         (11)     Voting Rights.  Except as hereinafter set forth
in this Section (11) or as otherwise
from time to time required by law, the Preferred Stock, Series 21,
shall have no voting rights. 
Whenever, at any time or times, dividends payable on the Preferred
Stock, Series 21, shall be in
arrears for such number of consecutive dividend periods, which
shall in the aggregate contain not
less than 540 days, the holders of the outstanding Preferred Stock,
Series 21, shall have the
exclusive right, voting separately as a class with holders of
shares of any one or more other series
of preferred stock ranking on a parity with the Preferred Stock,
Series 21, either as to dividends
(whether or not such other series of preferred stock is cumulative
or noncumulative as to
payment of dividends) or the distribution of assets upon
liquidation, dissolution or winding up and
upon which like voting rights have been conferred and are
exercisable, to elect two directors of
the Corporation at the Corporation's next annual meeting of
stockholders and at each subsequent
annual meeting of stockholders.  At elections for such directors,
each holder of the Preferred
Stock, Series 21, shall be entitled to one vote for each share held
(the holders of shares of any
other series of preferred stock ranking on such a parity being
entitled to such number of votes, if
any, for each share of preferred stock held as may be granted to
them).  Upon the vesting of such
right of such holders, the maximum authorized number of members of
the Board of Directors
shall automatically be increased by two and the two vacancies so
created shall be filled by vote of
the holders of such outstanding shares of the Preferred Stock,
Series 21 (either alone or together
with the holders of shares of any one or more series of preferred
stock ranking on such a parity)
as hereinafter set forth.  The right of such holders of such shares
of the Preferred Stock, Series
21, voting separately as a class, to elect (together with the
holders of shares of any one or more
series of preferred stock ranking on such a parity) members of the
Board of Directors as aforesaid
shall continue until such time as all dividends on the Preferred
Stock, Series 21, shall have been
paid in full for at least one year, at which time such right shall
terminate, except as herein or by
law expressly provided, subject to revesting in the event of each
and every subsequent default of
the character above mentioned.

         Upon any termination of the right of the holders of the
Preferred Stock, Series 21, as a
class to vote for directors as herein provided, the term of office
of all directors then in office
elected by such holders voting as a class shall terminate
immediately.  If the office of any director
elected by such holders voting as a class becomes vacant by reason
of death, resignation,
retirement, disqualification, removal from office or otherwise, the
remaining director elected by
such holders voting as a class may choose a successor who shall
hold office for the unexpired term
in respect of which such vacancy occurred.  Whenever the term of
office of the directors elected
by such holders voting as a class shall end and the special voting
powers vested in such holders as
provided in this Section (11) shall have expired, the number of
directors shall automatically be
decreased to such number as may be provided for in the By-Laws
irrespective of any increase
made pursuant to the provisions of this Section (11).

         So long as any shares of the Preferred Stock, Series 21,
remain outstanding, the consent of
the holders of at least two-thirds of the shares of the Preferred
Stock, Series 21, outstanding at
the time (voting separately as a class together with all other
series of preferred stock ranking on a
parity with such series either as to dividends (whether or not such
other series of preferred stock
is cumulative or noncumulative as to payment of dividends) or the
distribution of assets upon
liquidation, dissolution or winding up and upon which like voting
rights have been conferred and
are exercisable) given in person or by proxy, either in writing or
at any special or annual meeting
called for the purpose, shall be necessary to permit, effect or
validate any one or more of the
following:

                  (a)  The authorization, creation or issuance, or
any increase in the authorized or
         issued amount, of any class or series of stock ranking
prior to the Preferred Stock, Series
         21, or

                  (b)  The amendment, alteration or repeal, whether
by merger, consolidation or
         otherwise, of any of the provisions of the Restated
Certificate of Incorporation, as
         amended, or of the resolution contained in this
Certificate of Designations for the
         Preferred Stock, Series 21, and the powers, preferences
and privileges, relative,
         participating, optional and other special rights and
qualifications, limitations and
         restrictions thereof which would materially and adversely
affect any right, preference,
         privilege or voting power of the Preferred Stock, Series
21, or of the holders thereof;
         provided, however, that any increase in the amount of
authorized preferred stock or the
         creation and issuance of other series of preferred stock,
or any increase in the amount of
         authorized shares of the Preferred Stock, Series 21, or of
any other series of preferred
         stock, in each case ranking on a parity with or junior to
the Preferred Stock, Series 21,
         with respect to the payment of dividends (whether or not
such other series of preferred
         stock is cumulative or noncumulative as to payment of
dividends) and the distribution of
         assets upon liquidation, dissolution or winding up, shall
not be deemed to materially and
         adversely affect such rights, preferences, privileges or
voting powers.

         The foregoing voting provisions shall not apply if, at or
prior to the time when the act
with respect to such vote would otherwise be required shall be
effected, all outstanding shares of
the Preferred Stock, Series 21, shall have been redeemed or
sufficient funds shall have been
deposited in trust to effect such redemption, scheduled to be
consummated within three months
after such time.

         IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Designations to
be signed by Michael T. Nugent, a Vice President, and attested by
Gregory J. Koczanski, an
Assistant Secretary, this 9th day of February, 1995.

                                                                  
     CITICORP



                                                                  
     By:__________________________
                                                                  
        Michael T. Nugent
                                                                  
        Vice President


Attest:



___________________________
Gregory J. Koczanski
Assistant Secretary