8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                          ____________________________

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 1, 1998


                                    CITICORP

               (Exact name of registrant as specified in charter)


       DELAWARE                         1-5738                06-1515595
(State or other jurisdiction  (Commission File Number)      (IRS Employer
      of incorporation)                                   Identification Number)


399 PARK AVENUE, NEW YORK, NEW YORK                              10043
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number,
including area code:                                       (212) 559-1000


                                 NOT APPLICABLE
         (Former name or former address, if changed since last report)




Item 5. Other Events.

      On November 1, 1998,  Citigroup  Inc., of which Citicorp is a wholly owned
subsidiary,  issued a press release  announcing the integration of its corporate
business and certain related  executive  matters.  The relevant portions of that
press release are attached hereto as Exhibit 99.01.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

      Citicorp hereby amends its Schedule 14A, Joint Proxy Statement/Prospectus,
dated June 16, 1998,  filed with the Securities and Exchange  Commission on June
17, 1998  pursuant to Section 14(a) of the  Securities  Exchange Act of 1934, by
deleting in its entirety the section under the heading "Travelers Group Inc. and
Citicorp Unaudited Pro Forma Condensed  Combined  Financial  Statements" and, to
the extent such information relates to filings made by Travelers Group Inc., the
section under the heading "Where You Can Find More Information."

     (c)  Exhibits:

Exhibit No.    Description
- -----------    -----------

99.01          Press Release of Citigroup Inc. dated November 1, 1998


                                       2




                               SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                        CITICORP
                                        (Registrant)


                                        By: /s/ Roger W. Trupin
                                            -------------------
                                            Roger W. Trupin
                                            Vice President
                                            and Controller


Dated: November 2, 1998

EX-99

                                                                   Exhibit 99.01

                                                                CITIGROUP [LOGO]

PUBLIC INFORMATION

For immediate release
Citigroup Inc. [NYSE symbol: CCI]
November 1, 1998


           Citigroup announces integration of its corporate business,
     With Michael A. Carpenter and Victor J. Menezes as Co-Chief Executives

                 Deryck Maughan becomes Citigroup Vice Chairman

                      Jamie Dimon annnounces plans to leave

      New York -- Citigroup  Inc. today  announced  that it is  integrating  the
activities of its Salomon Smith Barney unit and the corporate banking activities
of  Citibank  to form the  world's  strongest  combined  global  investment  and
corporate  bank. The combined  entity will be headed by Michael A. Carpenter and
Victor J. Menezes, reporting to John S. Reed and Sanford I. Weill.

      Deryck C. Maughan will become a Vice Chairman of  Citigroup,  reporting to
Mr.  Weill  and Mr.  Reed.  He will  have  responsibility  for  advising  on the
development and implementation of Citigroup strategy,  including the integration
of the investment and corporate banking client  relationships  worldwide and the
group's overall activities in Japan.

      Jamie Dimon, who had been President of Citigroup and Chairman and Co-Chief
Executive  Officer of Salomon Smith Barney,  announced his decision to leave the
company.

 ......

      In a joint statement, Mr. Reed and Mr. Weill said:

"Today we are  integrating  the  activities of Salomon Smith Barney and Citibank
corporate  banking and have named Mike  Carpenter and Victor Menezes to lead the
combined  operation,  the world's  strongest  integrated  global  investment and
corporate bank.

 .....

"As Co-Chief  Executives  jointly  heading the  integrated  customer and product
organizations,  Mike  and  Victor  will for  efficiency  have  areas of  primary
oversight.  Victor  will have  primary  responsibility  for Global  Relationship
customers and the Emerging Markets, as well as the transaction banking platform,
including cash  management,  trade products and worldwide  securities  services.
Mike will have  primary  responsibility  for the Salomon  Smith  Barney  Private
Client activities, as well as investment banking and the capital markets product
platform, including equities, fixed income, foreign exchange and derivatives.

"The corporate business,  with annual revenues of approximately $20 billion, has
built a product  and  customer  franchise  across  the globe that has earned the
respect of customers  and  competitors  alike.  Its 1998 third  quarter was very
disappointing,  but with a clear priority to focus its activities in response to
the changed  market and outlook,  the  business is  committed  to deliver  solid
shareholder value in 1999 and beyond."

 .....

      Citigroup  Inc.,  which was formed by the merger of Citicorp and Travelers
Group Inc. on October 8, 1998,  provides a broad array of financial products and
services to 100 million consumer and corporate  customers through  operations in
100 countries.

                                      # # #

         Press contacts:            Jack Morris      (212) 559-4285
                                    Dick Howe        (212) 559-9425

         Investor contacts:         Bill Pike        (212) 793-8874
                                    Sheri Ptashek    (212) 559-4658