Exhibit 5


                                                July 18, 2003

Citigroup Inc.
399 Park Avenue
New York, NY  10043

Ladies and Gentlemen:

      I am General Counsel-Capital Markets of Citigroup Inc., a Delaware
corporation (the "Company"). I have acted as counsel to the Company in
connection with the preparation and filing of a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended,
for the registration of 100,000,000 shares of common stock, $.01 per share par
value (the "Shares"), of the Company relating to the Citicorp 1997 Stock
Incentive Plan (the "Plan").

      In connection with the foregoing, I or attorneys under my supervision
have examined the minute books and stock records of the Company, the Restated
Certificate of Incorporation and By-Laws of the Company, as amended, the
Registration Statement, the Plan and resolution duly adopted by the Board of
Directors of the Company relating to the Plan. In addition, I or attorneys
under my supervision have reviewed such other documents and instruments and
have conferred with various officers and directors of the Company and have
ascertained or verified to my satisfaction such additional facts, as I have
deemed necessary or appropriate for the purposes of this opinion. In such
examination, I have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted as
originals, the conformity to original documents of all documents submitted as
certified, photostatic or facsimile copies, and the authenticity of the
originals of such latter documents.

      Based upon the foregoing I am of the opinion that the Shares to be
issued under the Plan have been duly authorized and, when issued and
delivered in accordance with the terms of the Plan, will be legally issued,
fully paid and non-assessable.

      My opinion is limited to matters governed by the Federal laws of the
United States of America and the General Corporation Law of the State of
Delaware. I am not admitted to the practice of law in the State of Delaware.


      I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.


                                                 Very truly yours,


                                                 /s/ John R. Dye
                                                 -----------------------
                                                 John R. Dye
                                                 General Counsel-Capital
                                                 Markets