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CITICORP ANNOUNCES OFFERS TO EXCHANGE COMMON STOCK FOR PREFERRED STOCK SERIES 2 AND 3

 CITICORP ANNOUNCES OFFERS TO EXCHANGE
 COMMON STOCK FOR PREFERRED STOCK SERIES 2 AND 3
 NEW YORK, May 12 /PRNewswire/ -- Citicorp today announced offers to exchange 3.72 shares of its common stock (NYSE: CCI) for each share of its adjustable rate preferred stock, Second Series (the "Second Series preferred stock," whose symbol is CCIPr), and to exchange 4.40 shares of its common stock for each share of its adjustable rate preferred stock, Third Series (the "Third Series preferred stock," whose symbol is CCIPrA).
 The exchange offers provide premiums of $5.29 for the Second Series preferred stock and $6.30 for the Third Series preferred stock based on yesterday's closing stock prices. During the period of the exchange offers, the relationship between the market prices of the common stock and the two series of preferred stock may vary.
 Holders of record on May 15, 1992, of the Second Series preferred stock and Third Series preferred stock will receive the regularly scheduled dividends of $1.50 per share and $1.75 per share, respectively, payable on May 31, 1992. For those holders whose shares are tendered and accepted in the exchange offers, the accrual of dividends during the period from June 1 through the expiration date has been taken into account in the exchange ratios and therefore no cash payment will be made on those shares for such period.
 The exchange offers, both of which will expire at 12:00 midnight on June 9, 1992, unless extended, are made through an offering circular dated May 12, 1992, setting out terms and customary conditions. Citicorp is offering to exchange its common stock for any and all shares of the two series of preferred stock validly tendered; neither of the exchange offers is conditioned on a minimum number of shares being tendered.
 Closing Prices of the Stock
 On May 11, 1992, Citicorp's common stock closed at $19.50, its Second Series preferred stock closed at $79.50 and its Third Series preferred stock closed at $67.25. Citicorp had outstanding 3.9 million shares of the Second Series preferred stock, 1.5 million shares of the Third Series preferred stock and approximately 352 million shares of common stock at April 30, 1992.
 Citicorp Comments
 Nancy S. Newcomb, senior corporate officer for funding, said: "We believe these exchange offers provide benefits for our preferred stockholders, for our common stockholders and for Citicorp itself. The exchange ratios are intended to offer an attractive financial opportunity to the holders of the two series of our preferred stock, who can make a tax-free exchange into our more widely held and actively traded common stock without paying a brokerage commission. At the same time, these exchange offers will enhance Citicorp's capital structure, enabling the company to exchange common stock for the preferred shares at an effective premium to book value, which represents a benefit for our current common stockholders."
 Effects of the Exchange Offers
 The exchange offers are intended to increase Citicorp's common equity, enhance the quality of Citicorp's capital and increase Citicorp's flexibility in implementing its capital plans. If, for example, all shares of the two series of preferred stock were to be exchanged, Citicorp's common stockholders' equity would be increased by approximately $537 million, and its ratio of common equity to total assets would improve to 3.67 percent from 3.42 percent at March 31, 1992. The actual number of shares exchanged will determine the impact of the exchange offers on Citicorp's capital structure.
 If all shares of the two series of preferred stock were to be tendered and accepted in the exchange offers, 21.1 million new common shares would be issued, amounting to 5.7 percent of the total pro forma number of shares of common stock outstanding, and the book value per share of common stock would increase to $21.41 from $21.17, as of March 31, 1992. By exchanging common equity for cumulative preferred stock, Citicorp increases the maximum amount of preferred stock that may be included as part of Tier 1 capital under applicable regulations.
 From year-end 1990 to March 31, 1992, Citicorp has increased its Tier 1 capital ratio from 3.26 percent to 4.06 percent, and its combined Tier 1 and Tier 2 capital ratio from 6.52 percent to 8.12 percent. Citicorp's risk-based capital ratios at March 31, 1992, exceeded the 4 percent Tier 1 and the 8 percent combined Tier 1 and Tier 2 capital requirements of the Federal Reserve for year-end 1992.
 -0- 5/12/92
 /CONTACT: John M. Morris, 212-559-4285; Richard Howe, 212-559-9425; or Maria Rullo, 212-559-3896, all of Citicorp; for questions regarding receipt of exchange offer documents, Georgeson & Company Inc. (information agent), 800-223-2064; for questions regarding tendering procedures, Citibank, N.A. Corporate Trust Services (exchange agent), 800-422-2066; or for other investor questions, Citicorp Investor Relations, 800-342-6690 or 212-559-2718/
 (CCI) CO: Citicorp ST: New York IN: FIN SU:


GK -- NY014 -- 8932 05/12/92 08:17 EDT
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Date:May 12, 1992
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