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

                             CITICORP
                       U.S. $5,000,000,000
            Global Medium-Term Senior Notes, Series D
                       U.S. $1,000,000,000
         Global Medium-Term Subordinated Notes, Series D
         Due From 9 Months to 60 Years From Date of Issue

Supplement, dated May 17, 1995, to the
   Pricing Supplement, dated May 12, 1995
     (To Prospectus Supplement, dated January 26, 1995;
     to Prospectus, dated January 26, 1995)

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modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the accompanying Prospectus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



SUMMARY OF TERMS:
                           
Title of Notes:               2.42% Yen Senior Notes Due
                              October 5, 1998 (the "Yen Notes"). 

Aggregate Principal Amount:   Yen5,000,000,000.
   
Form and Denominations:       The Yen Notes will initially be
                              issued in the form of one or more
                              temporary global Notes, which will
                              be exchanged 45 days after the
                              Settlement Date, upon written
                              certification as described in this
                              Pricing Supplement and in the 
                              Prospectus Supplement, for one or
                              more permanent global Notes. 
                              Interests in the permanent global
                              Notes will thereafter be
                              exchangeable at the option of the
                              beneficial owner, on the terms and
                              conditions described in this Pricing
                              Supplement and in the Prospectus
                              Supplement, for definitive Notes in
                              bearer form in denominations of
                              Yen100,000,000 and any integral
                              multiple of Yen10,000,000 in excess
                              thereof.  See "Global Notes" herein
                              and "DESCRIPTION OF NOTES--Form and
                              Denominations" in the Prospectus
                              Supplement.
    
   
Exchange Listing:             The Yen Notes will be listed on the
                              Luxembourg Stock Exchange.