As filed with the Securities and Exchange Commission on April 25, 1997
                                               Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     -------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                    --------

                                    CITICORP
             (Exact name of registrant as specified in its charter)

        Delaware                                        13-2614988
(State or other jurisdiction                         (I.R.S. employer 
of incorporation or organization)                    identification no.)

                                 399 Park Avenue
                               New York, NY 10043
                    (Address of principal executive offices)

                       Citicorp 1997 Stock Incentive Plan
                            (Full title of the plan)

                                Stephen E. Dietz
                            Associate General Counsel
                                 Citibank, N.A.
                                 425 Park Avenue
                               New York, NY 10043
                            Telephone: (212) 559-3430

                 (Name, address and telephone number, including
                        area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================  ==================  ==================  =================== ===================
                                         Proposed maximum    Proposed maximum
Title of securities    Amount to be      offering price per  aggregate offering Amount of
to be registered       registered(1)     share(2)            price(2)           registration fee (2)
===================  ==================  ==================  =================== ===================
<S>                   <C>                <C>                 <C>                 <C>      
Common Stock, par
value $1 per share    25,000,000 shares  $103.50             $2,587,500,000     $784,090
===================  ==================  ==================  =================== ===================
</TABLE>

(1)  5,423,022  shares of Common Stock of Citicorp  registered by the registrant
     under its  Registration  Statement  on Form S-8,  File No. 33-  52601,  are
     carried forward in this Registration  Statement  pursuant to Rule 429 under
     the Securities Act of 1933, as amended.  A registration  fee of $69,424 was
     previously  paid by the registrant  with such  Registration  Statement with
     respect to such shares.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based
     upon the  average of the high and low prices per share of the Common  Stock
     of Citicorp reported on the New York Stock Exchange Composite Tape on April
     21, 1997.


                                        1

<PAGE>



IN ACCORDANCE WITH RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS TO BE USED AS PART I OF THIS REGISTRATION STATEMENT ALSO CONSTITUTES
THE PROSPECTUS TO BE USED IN CONNECTION WITH THE OFFER AND SALE OF SHARES
PREVIOUSLY REGISTERED PURSUANT TO CITICORP'S REGISTRATION STATEMENT ON FORM S-8,
FILE NO. 33-52601.

                              ---------------------



                                        2

<PAGE>
                                     EXPERTS

The consolidated financial statements of Citicorp and subsidiaries included
in  Citicorp's  Annual  Report  and Form 10-K for 1996  (the  "1996  10-K")  are
incorporated by reference into this Registration  Statement in reliance upon the
report  set  forth  in the  1996  10-K of KPMG  Peat  Marwick  LLP,  independent
certified public accountants,  and upon the authority of said firm as experts in
accounting  and  auditing.  The report of KPMG Peat  Marwick  LLP  covering  the
December 1996 financial statements contains an added explanatory paragraph which
refers  to the  adoption  by  Citicorp  of  Statement  of  Financial  Accounting
Standards No. 112,  "Employers'  Accounting  for  Postemployment  Benefits," and
Statement of Financial  Accounting  Standards No. 115,  "Accounting  for Certain
Investments in Debt and Equity Securities."

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
by Citicorp are incorporated by reference into this Registration Statement as of
their respective dates:

          (a) Annual Report and Form 10-K for the year ended December 31, 1996,
     filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the
     "Exchange Act");

          (b) Current Reports on Form 8-K dated January 21, 1997 and April 15,
     1997, filed pursuant to Section 13 of the Exchange Act;

          (c) the description of Citicorp Common Stock contaned in a
     Registration Statement on Form 10, File No. 1-05738, filed pursuant to
     Section 12 of the Exchange Act on August 23, 1968, including any amendments
     thereto filed for the purpose of updating such description.

     All documents subsequently filed by Citicorp pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all Citicorp Common Stock offered has been sold or
which deregisters all Common Stock that has not been sold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the Common Stock covered hereby has been passed upon for
Citicorp by Stephen E. Dietz, as an Associate General Counsel of Citibank, N.A.
Mr. Dietz beneficially owns or has the right to acquire a number of shares of
common stock of Citicorp equal to less than .01% of the outstanding common stock
of Citicorp, and he may participate in the Citicorp 1997 Stock Incentive Plan
(the "Plan").


                                        3

<PAGE>

Item 6.   Indemnification of Directors and Officers.

     Subsection (a) of Section 145 of the General  Corporation  Law of the State
of Delaware empowers a corporation to indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation  or is or was  serving at the request of the  corporation  as a
director,  officer,employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

     Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under similar standards, except that no indemnification may be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

     Section 145 further provides that to the extent a director or officer of a
corporation, among others, has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
or in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith; that expenses incurred by a director or officer in
defending any action, suit or proceeding may be paid by the corporation in
advance of the final disposition thereof upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it is ultimately
determined that such director or officer is not entitled to indemnification
under Section 145; and that indemnification and advancement of expenses provided
for by Section 145 shall not be deemed exclusive of any other rights to which
the person seeking indemnification or advancement of expenses may be entitled;
and empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation, among others, against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145.

     The Restated Certificate of Incorporation, as amended, of the registrant
provides, in effect, that, to the extent and under the circumstances permitted
by subsections (a) and (b) of Section 145, the registrant (i) shall indemnify
any person who was or is a party or is threatened to be made a party to any
action, suit or proceeding described in subsections (a) and (b) by reason of the
fact that he is or was a director or officer of the registrant against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
and (ii) may indemnify any person who was or is a party or is threatened to be
made a party to any such action, suit or proceeding if such person was an
employee or agent of the registrant and is or was serving at the request of the
registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. Such Restated Certificate
of Incorporation also provides, in effect, that expenses incurred by a director
or officer in defending a civil or criminal action, suit or proceeding shall be
paid by the registrant in advance of the final disposition thereof upon receipt
of an undertaking by or on behalf of the director or officer to repay such
amount if it shall ultimately be determined that such director or officer is not
entitled to be indemnified by the 

                                        4

<PAGE>
registrant.  In  addition,  as  permitted  bySection  145  of  the  General
Corporation  Law of the State of Delaware,  the registrant  maintains  liability
insurance covering directors and officers.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     5    - Opinion and consent of Stephen E. Dietz, Associate General Counsel
            of Citibank, N.A.

     23.1 - Consent of KPMG Peat Marwick LLP.

     23.2 - Consent of Stephen E. Dietz, Associate General Counsel of Citibank,
            N.A. (included as part of Exhibit 5).

     24   - Powers of Attorney of Messrs. Reed, Calloway, Collins, Derr, Deutch,
            Mark, Parsons, Rhodes, Ruding, Shapiro, Shrontz, Thomas and Woolard
            and Ms. Ridgway as Directors and/or officers of Citicorp.

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment  to this  registration  statement:  (i) to include any
prospectus  required by Section  10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the  prospectus  any facts or events arising after the effective date
of the  registration  statement  (or the most  recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

     Provided,  however,  that  clauses  (i) and (ii)  above do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
clauses is contained in periodic  reports  filed by the  registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

     (2) For the purpose of determining  any liability  under the Securities Act
of 1933, each post-effective  amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to Section
13(a)  or  Section  15(d)  of the  Securities  Exchange  Act  of  1934  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                        5

<PAGE>



     The Plan is not regarded as an "employee  benefit  plan" under Section 3(3)
of  the  Employee   Retirement  Income  Security  Act  of  1974  ("ERISA")  and,
accordingly, is not subject to the requirements of ERISA.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant  to  the  provisions  described  under  Item  6  above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act of 1933 and is,therefore,  unenforceable. In the
event that a claim for indemnification  against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.



                                        6

<PAGE>




                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Citicorp
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on April 25, 1997.

                                                   CITICORP


                                                   By /s/ Martin A. Waters
                                                      -----------------------
                                                      Martin A. Waters
                                                      Vice President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on April 25, 1997 by the following
persons in the capacities indicated.

         Signature                                 Capacity
         ---------                                 --------


           *                          Chairman and a Director of Citicorp
-----------------------------         (Principal Executive Officer)
      John S. Reed

                                      Executive Vice President
   /s/ Victor J. Menezes              (Chief Financial Officer)
-----------------------------         
   Victor J. Menezes

                                      Executive Vice President
   /s/ Thomas E. Jones                (Principal Financial Officer)(a)
-----------------------------         
   Thomas E. Jones


          *                           Director
-----------------------------         
   D. Wayne Calloway


          *                           Director
-----------------------------         
   Paul J. Collins


          *                           Director
-----------------------------         
   Kenneth T. Derr


          *                           Director
-----------------------------         
   John M. Deutch




(a) Responsible for financial control, tax, accounting and reporting.


                                              7

<PAGE>

         Signature                    Capacity
         ---------                    --------


          *                           Director
-----------------------------         
Reuben Mark


          *                           Director
-----------------------------         
Richard D. Parsons


          *                           Director
-----------------------------         
William R. Rhodes


          *                           Director
-----------------------------         
Rozanne L. Ridgway


          *                           Director
-----------------------------         
H. Onno Ruding


          *                           Director
-----------------------------         
Robert B. Shapiro


          *                           Director
-----------------------------         
Frank A. Shrontz


          *                           Director
-----------------------------         
Franklin A. Thomas


          *                           Director
-----------------------------         
Edgar S. Woolard, Jr.


* Martin A. Waters by signing his name hereto, does sign this document on behalf
of each person indicated above pursuant to a power of attorney duly executed by
such person and filed with the Securities and Exchange Commission.




                                            By /s/ Martin A. Waters
                                               -----------------------
                                                 Martin A. Waters
                                                 Attorney-in-Fact


                                        8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 RE: CITICORP 1997 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 20106}]
{"company-data": {"conformed-name": "CITICORP", "cik": "0000020405", "assigned-sic": "6021", "irs-number": "132614988", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25889", "film-number": "97587812"}, "business-address": {"street1": "399 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10043", "phone": "2125591000"}, "mail-address": {"street1": "425 PARK AVE- 2ND F", "street2": "ATTN: LEGAL AFFAIRS OFFICE", "city": "NEW YORK", "state": "NY", "zip": "10043"}, "former-company": [{"former-conformed-name": "FIRST NATIONAL CITY CORP", "date-changed": "19740414"}, {"former-conformed-name": "CITY BANK OF NEW YORK NATIONAL ASSOCIATI", "date-changed": "19680903"}]}
As filed with the Securities and Exchange Commission on April 25, 1997
                                               Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     -------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                    --------

                                    CITICORP
             (Exact name of registrant as specified in its charter)

        Delaware                                        13-2614988
(State or other jurisdiction                         (I.R.S. employer 
of incorporation or organization)                    identification no.)

                                 399 Park Avenue
                               New York, NY 10043
                    (Address of principal executive offices)

                       Citicorp 1997 Stock Incentive Plan
                            (Full title of the plan)

                                Stephen E. Dietz
                            Associate General Counsel
                                 Citibank, N.A.
                                 425 Park Avenue
                               New York, NY 10043
                            Telephone: (212) 559-3430

                 (Name, address and telephone number, including
                        area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
===================  ==================  ==================  =================== ===================
                                         Proposed maximum    Proposed maximum
Title of securities    Amount to be      offering price per  aggregate offering Amount of
to be registered       registered(1)     share(2)            price(2)           registration fee (2)
===================  ==================  ==================  =================== ===================
Common Stock, par
value $1 per share    25,000,000 shares  $103.50             $2,587,500,000     $784,090
===================  ==================  ==================  =================== ===================
(1)  5,423,022  shares of Common Stock of Citicorp  registered by the registrant
     under its  Registration  Statement  on Form S-8,  File No. 33-  52601,  are
     carried forward in this Registration  Statement  pursuant to Rule 429 under
     the Securities Act of 1933, as amended.  A registration  fee of $69,424 was
     previously  paid by the registrant  with such  Registration  Statement with
     respect to such shares.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based
     upon the  average of the high and low prices per share of the Common  Stock
     of Citicorp reported on the New York Stock Exchange Composite Tape on April
     21, 1997.

                                        1
IN ACCORDANCE WITH RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS TO BE USED AS PART I OF THIS REGISTRATION STATEMENT ALSO CONSTITUTES
THE PROSPECTUS TO BE USED IN CONNECTION WITH THE OFFER AND SALE OF SHARES
PREVIOUSLY REGISTERED PURSUANT TO CITICORP'S REGISTRATION STATEMENT ON FORM S-8,
FILE NO. 33-52601.

                              ---------------------

                                        2
EXPERTS

The consolidated financial statements of Citicorp and subsidiaries included
in  Citicorp's  Annual  Report  and Form 10-K for 1996  (the  "1996  10-K")  are
incorporated by reference into this Registration  Statement in reliance upon the
report  set  forth  in the  1996  10-K of KPMG  Peat  Marwick  LLP,  independent
certified public accountants,  and upon the authority of said firm as experts in
accounting  and  auditing.  The report of KPMG Peat  Marwick  LLP  covering  the
December 1996 financial statements contains an added explanatory paragraph which
refers  to the  adoption  by  Citicorp  of  Statement  of  Financial  Accounting
Standards No. 112,  "Employers'  Accounting  for  Postemployment  Benefits," and
Statement of Financial  Accounting  Standards No. 115,  "Accounting  for Certain
Investments in Debt and Equity Securities."

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
by Citicorp are incorporated by reference into this Registration Statement as of
their respective dates:

          (a) Annual Report and Form 10-K for the year ended December 31, 1996,
     filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the
     "Exchange Act");

          (b) Current Reports on Form 8-K dated January 21, 1997 and April 15,
     1997, filed pursuant to Section 13 of the Exchange Act;

          (c) the description of Citicorp Common Stock contaned in a
     Registration Statement on Form 10, File No. 1-05738, filed pursuant to
     Section 12 of the Exchange Act on August 23, 1968, including any amendments
     thereto filed for the purpose of updating such description.

     All documents subsequently filed by Citicorp pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all Citicorp Common Stock offered has been sold or
which deregisters all Common Stock that has not been sold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the Common Stock covered hereby has been passed upon for
Citicorp by Stephen E. Dietz, as an Associate General Counsel of Citibank, N.A.
Mr. Dietz beneficially owns or has the right to acquire a number of shares of
common stock of Citicorp equal to less than .01% of the outstanding common stock
of Citicorp, and he may participate in the Citicorp 1997 Stock Incentive Plan
(the "Plan").

                                        3
Item 6.   Indemnification of Directors and Officers.

     Subsection (a) of Section 145 of the General  Corporation  Law of the State
of Delaware empowers a corporation to indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation  or is or was  serving at the request of the  corporation  as a
director,  officer,employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

     Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under similar standards, except that no indemnification may be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

     Section 145 further provides that to the extent a director or officer of a
corporation, among others, has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
or in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith; that expenses incurred by a director or officer in
defending any action, suit or proceeding may be paid by the corporation in
advance of the final disposition thereof upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it is ultimately
determined that such director or officer is not entitled to indemnification
under Section 145; and that indemnification and advancement of expenses provided
for by Section 145 shall not be deemed exclusive of any other rights to which
the person seeking indemnification or advancement of expenses may be entitled;
and empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation, among others, against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145.

     The Restated Certificate of Incorporation, as amended, of the registrant
provides, in effect, that, to the extent and under the circumstances permitted
by subsections (a) and (b) of Section 145, the registrant (i) shall indemnify
any person who was or is a party or is threatened to be made a party to any
action, suit or proceeding described in subsections (a) and (b) by reason of the
fact that he is or was a director or officer of the registrant against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
and (ii) may indemnify any person who was or is a party or is threatened to be
made a party to any such action, suit or proceeding if such person was an
employee or agent of the registrant and is or was serving at the request of the
registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. Such Restated Certificate
of Incorporation also provides, in effect, that expenses incurred by a director
or officer in defending a civil or criminal action, suit or proceeding shall be
paid by the registrant in advance of the final disposition thereof upon receipt
of an undertaking by or on behalf of the director or officer to repay such
amount if it shall ultimately be determined that such director or officer is not
entitled to be indemnified by the 

                                        4
registrant.  In  addition,  as  permitted  bySection  145  of  the  General
Corporation  Law of the State of Delaware,  the registrant  maintains  liability
insurance covering directors and officers.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     5    - Opinion and consent of Stephen E. Dietz, Associate General Counsel
            of Citibank, N.A.

     23.1 - Consent of KPMG Peat Marwick LLP.

     23.2 - Consent of Stephen E. Dietz, Associate General Counsel of Citibank,
            N.A. (included as part of Exhibit 5).

     24   - Powers of Attorney of Messrs. Reed, Calloway, Collins, Derr, Deutch,
            Mark, Parsons, Rhodes, Ruding, Shapiro, Shrontz, Thomas and Woolard
            and Ms. Ridgway as Directors and/or officers of Citicorp.

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment  to this  registration  statement:  (i) to include any
prospectus  required by Section  10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the  prospectus  any facts or events arising after the effective date
of the  registration  statement  (or the most  recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

     Provided,  however,  that  clauses  (i) and (ii)  above do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
clauses is contained in periodic  reports  filed by the  registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

     (2) For the purpose of determining  any liability  under the Securities Act
of 1933, each post-effective  amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to Section
13(a)  or  Section  15(d)  of the  Securities  Exchange  Act  of  1934  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                        5
The Plan is not regarded as an "employee  benefit  plan" under Section 3(3)
of  the  Employee   Retirement  Income  Security  Act  of  1974  ("ERISA")  and,
accordingly, is not subject to the requirements of ERISA.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant  to  the  provisions  described  under  Item  6  above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act of 1933 and is,therefore,  unenforceable. In the
event that a claim for indemnification  against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                        6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Citicorp
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on April 25, 1997.

                                                   CITICORP

                                                   By /s/ Martin A. Waters
                                                      -----------------------
                                                      Martin A. Waters
                                                      Vice President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on April 25, 1997 by the following
persons in the capacities indicated.

         Signature                                 Capacity
         ---------                                 --------

           *                          Chairman and a Director of Citicorp
-----------------------------         (Principal Executive Officer)
      John S. Reed

                                      Executive Vice President
   /s/ Victor J. Menezes              (Chief Financial Officer)
-----------------------------         
   Victor J. Menezes

                                      Executive Vice President
   /s/ Thomas E. Jones                (Principal Financial Officer)(a)
-----------------------------         
   Thomas E. Jones

          *                           Director
-----------------------------         
   D. Wayne Calloway

          *                           Director
-----------------------------         
   Paul J. Collins

          *                           Director
-----------------------------         
   Kenneth T. Derr

          *                           Director
-----------------------------         
   John M. Deutch

(a) Responsible for financial control, tax, accounting and reporting.

                                              7
Signature                    Capacity
         ---------                    --------

          *                           Director
-----------------------------         
Reuben Mark

          *                           Director
-----------------------------         
Richard D. Parsons

          *                           Director
-----------------------------         
William R. Rhodes

          *                           Director
-----------------------------         
Rozanne L. Ridgway

          *                           Director
-----------------------------         
H. Onno Ruding

          *                           Director
-----------------------------         
Robert B. Shapiro

          *                           Director
-----------------------------         
Frank A. Shrontz

          *                           Director
-----------------------------         
Franklin A. Thomas

          *                           Director
-----------------------------         
Edgar S. Woolard, Jr.

* Martin A. Waters by signing his name hereto, does sign this document on behalf
of each person indicated above pursuant to a power of attorney duly executed by
such person and filed with the Securities and Exchange Commission.

                                            By /s/ Martin A. Waters
                                               -----------------------
                                                 Martin A. Waters
                                                 Attorney-in-Fact

                                        8