SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

THOMSON TODD S

(Last)

(First)

(Middle)

C/O CITIGROUP INC. CORPORATE LAW DEPT.

425 PARK AVENUE, 2ND FLOOR

(Street)

NEW YORK

10043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CITIGROUP INC [ C ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/28/2003		M		38,239	A	$27.5975	220,223.9	D
Common Stock	07/28/2003		F		23,077	D	$45.73	197,146.9	D
Common Stock	07/28/2003		F		5,383	D	$45.73	191,763.9	D
Common Stock	07/28/2003		M		11,578	A	$31.067	203,341.9	D
Common Stock	07/28/2003		F		7,866	D	$45.73	195,475.9	D
Common Stock	07/28/2003		F		1,318	D	$45.73	194,157.9	D
Common Stock	07/28/2003		M		3,812	A	$21.9176	197,969.9	D
Common Stock	07/28/2003		F		1,827	D	$45.73	196,142.9	D
Common Stock	07/28/2003		F		705	D	$45.73	195,437.9	D
Common Stock	07/28/2003		M		61,347	A	$32.1769	256,784.9	D
Common Stock	07/28/2003		F		43,165	D	$45.73	213,619.9	D
Common Stock	07/28/2003		F		6,455	D	$45.73	207,164.9	D
Common Stock								1,713	I	By Issuer's 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (Right to Buy)	$21.9176	07/28/2003		M			3,812	11/02/2002	11/02/2008	Common Stock	3,812	$0	75,053.93⁽¹⁾	D
Employee Stock Options (Right to Buy)	$27.5975	07/28/2003		M			38,239	01/25/2003	11/02/2008	Common Stock	38,239	$0	0	D
Employee Stock Options (Right to Buy)	$31.067	07/28/2003		M			11,578	01/30/2003	11/02/2008	Common Stock	11,578	$0	0	D
Employee Stock Options (Right to Buy)	$32.1769	07/28/2003		M			61,347	07/22/2003	07/22/2008	Common Stock	61,347	$0	153,092.8⁽¹⁾	D
Employee Stock Options (Right to Buy)	$45.73	07/28/2003		A		49,620		01/28/2004	07/22/2008	Common Stock	49,620	$0	49,620⁽¹⁾	D
Employee Stock Options (Right to Buy)	$45.73	07/28/2003		A		2,532		01/28/2004	11/02/2008	Common Stock	2,532	$0	2,532⁽¹⁾	D
Employee Stock Options (Right to Buy)	$45.73	07/28/2003		A		9,184		01/28/2004	11/02/2008	Common Stock	9,184	$0	9,184⁽¹⁾	D
Employee Stock Options (Right to Buy)	$45.73	07/28/2003		A		28,460		01/28/2004	11/02/2008	Common Stock	28,460	$0	28,460⁽¹⁾	D

Explanation of Responses:

1. In addition to the employee stock options reported in Column 9 of this Form 4, the Reporting Person directly beneficially owns 627,186 employee stock options representing rights to purchase an equivalent number of shares of common stock, which have various exercise prices, exercise dates and expiration dates.

	Todd S. Thomson By Glenn S. Gray, Attorney-in-Fact	07/30/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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