Filed pursuant to
                                                                  Rule 424(b)(2)
                                                      Registration No. 33-59791


                                    CITICORP
                               U.S. $7,000,000,000
                    Global Medium-Term Senior Notes, Series C
                               U.S. $1,000,000,000
                   Global Medium-Term Subordinated Notes, Series C
                  Due From 9 Months to 60 Years From Date of Issue

Pricing Supplement,  dated  February 28, 1996
     (To Prospectus  Supplement,  dated August 7, 1995;
     to Prospectus, dated August 7, 1995)

                              DESCRIPTION OF NOTES

      The terms of the Subordinated  Notes set forth in this Pricing  Supplement
supplement  and modify,  to the extent  applicable,  the  description of general
terms and provisions of Citicorp's Global Medium-Term Subordinated Notes, Series
C,  set  forth  in  the  accompanying   Prospectus  and  Prospectus  Supplement.
Capitalized  terms not defined  herein shall have the meanings  assigned to such
terms in the accompanying Prospectus and Prospectus Supplement.

SUMMARY OF TERMS:

Title of Notes:               7.10% Subordinated Fixed-Rate Notes Due
                              March 15, 2011 (the "Notes").
Aggregate
Principal Amount:             $10,000,000.00.

Price to Public:              100%.

Issue Date:                   March 15, 1996.

Stated Maturity:              March 15, 2011.

Interest Rate:                7.10% per annum.

Interest Payment Dates:       Monthly on the 15th day of each month, commencing 
                              April 15, 1996, and at Stated Maturity.

Regular Record Dates:         The first day of the month in which each Interest
                              Payment Date occurs.

Sinking Fund:                 None.

Redemption:                   The Notes are subject to redemption,  in whole but
                              not in part,  at the  option of  Citicorp,  on not
                              more than 60 or less than 30 days' notice,  on any
                              Interest   Payment  Date  occurring  in  March  or
                              September  on  or  after  March  15,  1999,  at  a
                              redemption price of 100% of their principal amount
                              plus accrued and unpaid interest to the redemption
                              date.

Selling Agent:                Morgan Stanley & Co. Incorporated

Agent's Discount
 or Commission:               2.250%.

Minimum Denomination:         $1,000.

CUSIP Number:                 17303 MEX 3.

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