CITICORP
                               U.S. $7,000,000,000
                    Global Medium-Term Senior Notes, Series D
                               U.S. $2,000,000,000
                 Global Medium-Term Subordinated Notes, Series D
                Due From 9 Months to 60 Years From Date of Issue


                  Special  Supplement  dated  September  12, 1996 (the  "Special
                  Suplement")  to  Prospectus  Supplement,  dated August 7, 1995
                  (the "Prospectus Supplement");  to Prospectus, dated August 7,
                  1995 (the "Base  Prospectus" and collectively with the Special
                  Supplement and the Prospectus Supplement, the "Prospectus")


         Citicorp increased the aggregate principal amount of Subordinated Notes
that may be issued to $2,000,000,000  (including in the case of Foreign Currency
Notes,  the equivalent  thereof,  at the Market  Exchange Rate on the applicable
Trade Date in the Specified  Currency),  subject to reduction as a result of the
sale by Citicorp inside the United States of its Global Medium-Term Subordinated
Notes,  Series C, or by or pursuant to action of Citicorp's  Board of Directors,
provided that no such reduction by action of Citicorp's  Board of Directors will
affect  any Note  already  issued or as to which an offer to  purchase  has been
accepted  by  Citicorp.  The  increase  in the  aggregate  principal  amount  of
Subordinated  Notes that may be issued has been duly  authorized by a memorandum
of approval dated September 12, 1996 pursuant to the 1994 Resolutions. See "Plan
of Distribution of the Notes" in the Prospectus Supplement.

         In  addition,  Citicorp and the Selling  Agents  agreed to increase the
range of commissions  (or discounts) to be paid to any Agent in connection  with
the  sale of  Notes to  .125%  to  3.00%  of the  principal  amount  of any Note
(depending on its Stated  Maturity and the type of  purchaser)  sold through any
such Agent,  except, in the case of Notes sold through retail  distribution,  as
otherwise  agreed to by  Citicorp  and such  Agent and as set forth in a pricing
supplement.   See  "Plan  of  Distribution  of  the  Notes"  in  the  Prospectus
Supplement.




                         Price to                 Agents'                        Proceeds to
                         Public (1)               Commissions or                 Company (2) (3)
                                                  Discount (2)
                                                                        

Per Note.............    100%                     .125%-3.00%                    99.875%-97.00%
Total (4).............   $9,000,000,000           $11,250,000-$270,000,000       $8,988,750,000-$8,730,000,000


1.       Unless otherwise indicated in a pricing supplement, Notes will be
         issued at 100% of their principal amount.
2.       Citicorp will pay Bear, Stearns International Limited, Citibank
         International plc, Goldman Sachs International, Merrill Lynch
         International Limited, Morgan Stanley & Co. International Limited,
         PaineWebber  International  (U.K.)  Ltd.,  Salomon  Brothers 
         International   Limited,   Sanwa   International   plc   and   Yamaichi
         International (Europe) Limited, as agents, and such other agents as may
         be named from time to time (the  "Agents"),  a  commission  (or grant a
         discount)  ranging from .125% to 3.00% of the  principal  amount of any
         Note, depending on its Stated Maturity and the type of purchaser,  sold
         through any such  Agent,  acting as Agent (or sold to any such Agent as
         principal  in  circumstances  in which no other  discount  is  agreed),
         except,  in the case of Notes  sold  through  retail  distribution,  as
         otherwise  agreed to by  Citicorp  and such Agent and as set forth in a
         pricing  supplement.  Citicorp  also may sell  Notes to any  Agent,  as
         principal,  for resale to one or more investors and other purchasers at
         varying  prices  relating to  prevailing  market  prices at the time of
         resale as determined by such Agent, or, if so agreed, at a fixed public
         offering price.
3.       Before deducting expenses payable by Citicorp.
4.       Or the equivalent thereof in other currencies or currency units.

         All terms  used in this  Special  Supplement  which are  defined in the
applicable  Indenture,  the Prospectus  Supplement or the Base Prospectus  shall
have the meanings assigned to them in such Indenture,  Prospectus  Supplement or
Base Prospectus, as the case may be.