Citigroup Inc.	Filed pursuant to rule 433
58,000,000 Convertible Depositary Shares	File No. 333-132177

Each Representing a 1/1000th Interest in a Share of

6.5% Non-Cumulative Convertible Preferred Stock, Series T

$50 Liquidation Preference per Convertible Depositary Share

Terms and Conditions:

Issuer:	Citigroup Inc., a Delaware corporation
Securities:	58,000,000 convertible depositary shares, each representing a 1/1000th interest in a share of Citigroup’s 6.5% perpetual non-cumulative convertible preferred stock, Series T (the “Series T preferred stock”)
Overallotment Option:	The underwriter also may purchase up to an additional 8,700,000 depositary shares at the public offering price within 30 days of the date of this prospectus supplement in order to cover over-allotments, if any.
Trade Date:	January 17, 2008
Settlement Date:	January 23, 2008 (T+3 days)
Maturity:	Perpetual
Liquidation Preference:	$50,000 per share of Series T preferred stock (equivalent to $50 per depositary share).
Public Offering Price:	$50 per depositary share.
Gross Proceeds to Citigroup:	$2,900,000,000.00
Dividend Rate:	6.5% per annum on a non-cumulative basis
Dividend Payment Dates:	Quarterly in arrears on the 15th day of each February, May, August and November, when, as and if declared on the Series T preferred stock by Citigroup’s board of directors or a duly authorized committee of the board. Following business day convention. Business days New York.
First Dividend Payment:	February 15, 2008.
Day Count:	30/360.
Conversion Right:	Each share of Series T preferred stock (or each 1,000 depositary shares) may be converted at any time, at the option of the holder, into 1,482.3503 shares of Citigroup common stock (equivalent to a conversion price of $33.73) plus cash in lieu of fractional shares, subject to anti-dilution adjustments. Depositary shares may be converted only in lots of 1,000 depositary shares or integral multiples thereof.
Mandatory Conversion at Citigroup’s Option:	On and after February 15, 2013, Citigroup may, at its option, at any time or from time to time, cause some or all of the Series T preferred stock to be converted into shares of its common stock at the then-applicable conversion rate if, for 20 trading days within any period of 30 consecutive trading days ending on the trading day preceding the date on which Citigroup gives notice of mandatory conversion, the closing price of the common stock exceeds 130% of the then-applicable conversion price of the Series T preferred stock.
Redemption at Citigroup’s Option:	Subject to the Capital Replacement Covenant, and subject to any required approval of the Federal Reserve, Citigroup may redeem the Series T preferred stock, and thus redeem the depositary shares, (a) in whole or in part, on any dividend payment date on or after February 15, 2015, and (b) in whole but not in part, on any dividend payment date on which there is outstanding Series T preferred stock having an aggregate liquidation preference equal to 5% or less of the aggregate liquidation preference of the shares of Series T preferred stock originally issued, in each case at a price equal to 100% of the liquidation preference, plus any dividends thereon from the last dividend payment date to, but excluding, the date of redemption.
Capital Replacement Covenant:	Citigroup has agreed not to redeem the Series T preferred stock during the term of the Capital Replacement Covenant except with proceeds from the sale of Citigroup equity-like securities. The Capital Replacement Covenant will terminate no later than February 15, 2020.

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Citigroup Inc.	Filed pursuant to rule 433
58,000,000 Convertible Depositary Shares	File No. 333-132177

Each Representing a 1/1000th Interest in a Share of

6.5% Non-Cumulative Convertible Preferred Stock, Series T

$50 Liquidation Preference per Convertible Depositary Share

Anti-Dilution Adjustments:	Customary U.S. market adjustments, including adjustments for dividends on Citigroup’s common stock in excess of $0.32 per share per quarter.
Make-Whole Shares upon Certain Acquisitions:	The table attached as Annex A sets forth the number of make-whole common shares per share of Series T preferred stock for each common stock price and effective date set forth in such table.
Conversion upon Fundamental Change:	If the reference price in connection with a fundamental change is less than the applicable conversion price, the Series T preferred stock may, at the option of the holder, be converted during the period beginning on the effective date of the fundamental change and ending on the date that is 30 days thereafter at an adjusted conversion price equal to the greater of (a) the reference price and (b) $18.45, subject to adjustment (the “base price”). If the reference price is less than the base price, holders will receive a maximum of 2,710.5834 shares of Citigroup common stock per share of Series T preferred stock (equivalent to 2.7106 shares of common stock per depositary share), subject to adjustment, which may result in a holder receiving value that is less than the liquidation preference of the Series T preferred stock.
	The “reference price” is the price paid per share of Citigroup common stock in such fundamental change. If the holders of shares of Citigroup common stock receive only cash in the fundamental change, the reference price will be the cash amount paid per share. Otherwise the reference price will be the average of the closing price per share of Citigroup common stock on the 10 trading days up to, but not including, the effective date of the fundamental change.
Sinking Fund:	Not applicable.
Listing:	Application will be made to list the depositary shares on the New York Stock Exchange.
Voting Rights:	The holders of the Series T preferred stock do not have voting rights, except (i) upon the failure of Citigroup to declare and pay dividends on the Series T preferred stock for six quarterly dividend periods, whether or not consecutive, in which case the holders of depositary shares may, together with all other holders of capital stock having similar voting rights, elect two additional directors to Citigroup’s board of directors; (ii) with respect to the issuance of senior capital stock of Citigroup; (iii) with respect to changes to Citigroup’s organizational documents that would adversely affect the voting powers, preferences or special rights of the Series T preferred stock; and (iv) as specifically required by Delaware law.
Sole Bookrunner:	Citigroup Global Markets Inc.
Depositary Shares CUSIP/ISIN:	172967 598 / US1729675983
Other Information:	Citi announced the pricing for the company’s previously disclosed $12.5 billion private offering of depositary shares representing 7% Non-Cumulative Convertible Preferred Stock. The preferred stock will have a conversion price of $31.62.
	As a result of the pricing of the $12.5 billion private offering and, as contractually required, the maximum conversion price on Citi’s $7.5 billion Upper DECS Equity Units previously sold in a private placement to the Abu Dhabi Investment Authority will be reduced to $31.83, effective within 90 days after December 3, 2008.

Citigroup Inc. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and the other documents Citigroup has filed with the SEC for more complete information about Citigroup and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. The file number for the registration statement is No. 333-132177. Alternatively, you can request the prospectus by calling toll-free in the United States 1-877-858-5407.

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Citigroup Inc.	Filed pursuant to rule 433
58,000,000 Convertible Depositary Shares	File No. 333-132177

Each Representing a 1/1000th Interest in a Share of

6.5% Non-Cumulative Convertible Preferred Stock, Series T

$50 Liquidation Preference per Convertible Depositary Share

ANNEX A

	Stock Price
Effective Date	$26.35		$29.00		$31.50		$34.00		$36.50		$39.00		$41.50		$45.00		$50.00		$55.00		$60.00		$70.00		$80.00
January 17, 2008		415.0586		336.6450		280.8732		237.7517		203.8817		176.8906		155.0925		131.0448		105.8382		87.7535		74.3142		55.9120		44.0147
February 15, 2009		415.0586		335.6342		277.8014		233.2029		198.3240		170.6875		148.5209		124.2930		99.2609		81.6261		68.7560		51.5750		40.7288
February 15, 2010		407.7693		323.3739		263.5573		217.7120		182.0825		154.1127		131.9261		108.0402		83.9517		67.5097		55.8939		41.0257		32.1297
February 15, 2011		395.7941		307.9461		245.7090		198.1091		161.3901		132.8521		110.5226		86.9818		64.1080		49.3099		39.4578		27.8596		21.5687
February 15, 2012		381.2183		289.4432		223.9699		173.5976		134.6697		104.5878		81.4242		57.8404		36.6760		24.6960		17.9378		11.6860		9.0663
February 15, 2013		357.8192		261.7929		193.6996		140.8052		98.3019		63.0255		33.5871		4.8144		0.0000		0.0000		0.0000		0.0000		0.0000
February 15, 2014		332.5456		231.2139		162.2294		112.0320		74.8500		46.3888		24.1098		3.2856		0.0000		0.0000		0.0000		0.0000		0.0000
February 15, 2015		305.5186		179.3119		85.2333		2.7684		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000

The exact stock price and effective date may not be set forth in the above table, in which case:

• If the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the number of make-whole shares will be determined by straight-line interpolation between the number of make-whole shares set forth for the higher and lower stock prices and the two dates, as applicable, based on a 365-day year;

• If the stock price is in excess of $80.00 per share (subject to adjustment), no make-whole shares will be issued upon conversion of the Series T preferred stock; and

• If the stock price is less than $26.35 per share (subject to adjustment), no make-whole shares will be issued upon conversion of the Series T preferred stock.

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